Form 3 - Initial statement of beneficial ownership of securities
November 22 2024 - 8:30PM
Edgar (US Regulatory)
EXHIBIT 24.1
Power of Attorney
Know all by these presents,
that the undersigned hereby constitutes and appoints each of the following officers of Sun Country Airlines Holdings, Inc. (the “Company”):
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(ii) |
Chief Financial Officer; |
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(iii) |
Deputy General Counsel; and |
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(iv) |
Corporate Controller |
signing singly, the undersigned’s true and
lawful attorney-in-fact to:
(1) execute for and on
behalf of the undersigned, in the undersigned’s capacity as an officer, director or holder of 10% or more of the registered class
of securities of the Company, Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended,
and the rules thereunder;
(2) do and perform any
and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4 or
5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action
of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best
interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants
to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this
power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, serving
in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities
to comply with Section 16 of the Exchange Act.
This Power of Attorney shall
remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s
holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact.
IN
WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd
day of November 2024.
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/s/ Noah Falk |
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Name: Noah Falk |
[Signature Page to Power of Attorney (Forms
3, 4 & 5)]
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