Application of 

UNITED STATES OF AMERICA 

DEPARTMENT OF TRANSPORTATION 

OFFICE OF THE SECRETARY 

WASHINGTON, D.C. 

Issued by the Department of Transportation 

on the 25th day of March, 2015 

Order 2015-3-12 

Served: March 25,2015 

COMPASS AIRLINES, LLC Docket DOT-OST-2014-0178 

for an amendment to its certificate of public 

convenience and necessity issued under 

49 U.S.C. § 41102 to engage in interstate air 

transportation 

ORDER AMENDING AND REISSUING CERTIFICATE 

Summary 

By this order, we amend and reissue the certificate of public convenience and necessity issued to 

Compass Airlines, LLC ("Compass") by removing a condition in the air carrier's certificate that 

limits the number of aircraft in its fleet. We also register the trade name "American Eagle" to 

Compass for use in certain of its operations. 

Background 

On October 9, 2014, Compass filed an application in Docket DOT-OST-2014-0178 for an 

amendment to its certificate to remove the condition that imposes fleet restrictions on the air 

carrier .

1 Compass asserts that the removal of this restriction will enable it to increase its fleet by 

25 additional aircraft, bringing the air carrier's fleet size from 42 to 67 total aircraft. The air 

carrier intends to operate the additional 25 aircraft as "American Eagle" pursuant to an mr 

services agreement it recently entered into with American Airlines, Inc. ("American").2 

No answers opposing Compass' application were filed in the docket. 

Compass supplemented its application on January 12 and 28, 2015. 2 In its application, Compass also requests that the Department register the trade name "American Eagle." 
2 

FITNESS 

By Order 2006-9-24, issued September 26, 2006, the Department found Compass fit, willing, 

and able to conduct interstate scheduled passenger air transportation and issue to it a certificate 

authorizing such operations.3 At that time, the Department limited the number of large aircraft 

that Compass could operate to four large aircraft. Since then, the Department has gradually 

increased the number of aircraft that Compass is permitted to operate in the context of informal 

fitness reviews. The air carrier is currently authorized to operate up to 42 total aircraft. With 

these aircraft, Compass operates scheduled air transportation services as Delta Connection and 

Delta Shuttle providing feeder services for Delta Airlines, Inc. ("Delta"), pursuant to an air 

services agreement between Compass and Delta. 

Management 

Compass does not have a Board of Directors; rather the company continues to be led by its two 

managing members Mr. Richard Leach and Mr. Gerald Wigmore. However, the company notes 

that there have been a few changes to Compass' key management and technical personnel since 

the Department last concluded its most recent fitness review in conjunction with Compass' 

request to increase its fleet to 42 large aircraft.4 The following individuals, all U.S. citizens, 

serve as Compass' key technical personnel: 

Mr. Brian M. Randow- Vice President and Chief Operating Officer 

Mr. Joseph Restifo- Director of Safety 

Mr. James White- Director of Operations 

Mr. Todd Naugle- Chief Pilot 

Mr. Shane Curtis- Director of Maintenance 

Mr. Chad Hengemuhle - Chief Inspector 

Mr. Brian Randow has been Vice President and Chief Operating Officer at Compass since 2011. 

He initially joined the company in 2009 as the Director of System Operations Control. Before 

coming to Compass, Mr. Randow worked for Delta Airlines from 2007 to 2009 as the Director of 

Crew Training. Prior to that, he worked for Mesaba Airlines from 1996 to 2007 holding various 

leadership positions, including Director of Labor Relations (2006-2007), Director of Systems 

Operations Control & Crew Resources (2004-2006), Director of Crew Resource & Contract 

Administration (2001-2004), Manager of Crew Planning (1999-2000). 

Mr. Joseph Restifo, an Airline Transport Pilot with more than 25 years of experience in the 

airline industry, joined Compass as its Director of Safety in 2013. Previously, Mr. Restifo was 

the Vice President of Operations for Pinnacle Airlines Corporation (2011-2013). From 2007 to 

2011, Mr. Restifo was Vice President of Operations for Me saba Airlines. Prior to that, he served 

Compass was initially formed in June 2000 as cargo air carrier under the name Northwest Air Cargo, a 

company which never operated. The company was a wholly-owned subsidiary ofNorthwest Airlines Corporation, 

the former parent company of Northwest Airlines, Inc. In May 2006, Northwest Air Cargo changed its name to 

Compass. In September 2006, the Department found Compass fit and by Order 2007-4-28, issued April 30, 2007, 

we transferred to Compass the certificate authority previously issued to Independence Air. 4 The Department last reviewed Compass' fitness in June 2011. 
3 

as Director of Operations for Republic Airlines (2006-2007). Before coming to Republic 

Airlines, Mr. Restifo worked for Mesaba Airlines holding various positions, including, Director 

ofFlight Operations and ChiefPilot (1999-2003), Assistant ChiefPilot (1996-1999), Captain and 

Check Airman (1992-1996), and First Officer (1990-1992). 

Mr. James White, also an Airline Transport Pilot, joined Compass in 2011 as its Director of 

Operations. Prior to joining Compass, Mr. White worked for Trans States Holdings as Director 

of Safety & Regulatory Programs (2010-2011). Before that, he worked for Trans States Airlines 

for more than 10 years as its Director of Flight Operations (2004-2010), Chief Pilot (2000-2004), 

Flight Manager (1992-1993), and Chief Pilot (1988-1992). From 1993 to 2000, Mr. White 

worked as Chief Pilot for UFS, Inc. d/b/a United Express, and from 1985 to 1987, he owned and 

served as Director of Operations for Lazy 8/Executive Charter. Mr. White also worked as a Line 

Pilot for Atlantic Southeast Airlines (1983-1985) and Southeastern Airlines (1978-1983). 

Mr. Todd Naugle began working for Compass in 2009 as a First Officer and worked his way up 

to the position of Chief Officer. Before coming to Compass, Mr. Naugle was a pilot for Cargo 

Jet in Ontario, Canada. Before that, he worked for Champion Air holding positions of increasing 

responsibility, including Flight Engineer, Line Check Airman, and Director of Flying 

(1997-2008). Previously, Mr. White was working as a pilot for Den-Star Aviation (1992-1997). 

Mr. Shane Curtis came to Compass in 2007 as the company's Technical Operations Manager. 

He served in that position until he became the Director of Maintenance in 2013. Before joining 

Compass, Mr. Curtis worked for Pinnacle Airlines from 1996 to 2007, serving in various 

aviation-maintenance positions including Maintenance Base Manager, Maintenance Controller, 

Lead Mechanic, and Crew Chief. 

Mr. Chad Hengemuhle became the Manager of Quality Assurance and Technical Compliance for 

Compass in 2009 and serves as the company's Chief Inspector. Before coming to Compass, 

Mr. Hengemuhle worked for Mesaba Airlines from 2005 to 2009 holding various positions of 

increasing responsibility, including Auditor of Maintenance Safety and Quality Assurance, 

Maintenance Training Instructor, Maintenance Controller, and Aviation Maintenance 

Technician. 

In light of the above, we conclude that Compass continues to have the management skills and 

technical ability to conduct interstate scheduled air transportation operations. 

Operations and Finances 

As mentioned previously, Compass currently provides scheduled passenger flights for Delta 

under an air services agreement. Over the next 18 months, Compass intends to add 25 more 

aircraft to its fleet to provide feeder service to American pursuant to an air services agreement 

with American. 

In support of its request for an amendment to its certificate, Compass provided its balance sheet 

at August 31, 2014, showing the company having current assets of $35.0 million and current 

liabilities of $14.4 million, giving the company positive working capital of $20.6 million. The 
4 

company also submitted its income statement for the 12-month period ending September 30, 

2014, reporting a net income of $7.3 million. Further, Compass provided third-party verification 

from its financial institution showing that the company had about $14.1 million on deposit as of 

September 24, 2014. 

Compliance Disposition 

Compass states that it has no compliance issues to report. Our review of Federal Aviation 

Administration ("FAA") records and other data available to us indicate that Compass has had 

1 accident and 10 incidents over the past 5 years, and no accidents or incidents within the past 

12 months. However, the FAA knows of no reason why the Department should not grant the air 

carrier's request. Further, the FAA has advised us that it has no pressing issues that would 

adversely affect the Department's decision in granting Compass' request to remove its aircraft 

fleet restrictions. Thus, we find that Compass has a satisfactory compliance disposition. 5 

DECISION 

The Department has reviewed the information submitted by Compass and finds it appropriate to 

remove the aircraft limitation from the air carrier's certificate. At the time that Compass was 

found fit to operate large aircraft, the Department's practice was to monitor new entrants more 

closely for the first five years of operations and limit fleet growth in order to give the air carrier's 

key management and technical personnel experience in overseeing scheduled operations. This 

fleet restriction stemmed from recommendations from the FAA 90 Day Safety Review of 

September 1996. Compass has been operations well beyond five years, having commenced its 

certificated operations in 2007. Moreover, our review of the information Compass provided 

show that the air carrier remains a U.S. citizen, and is fit, willing, and able to conduct operations 

under its certificate. 

In consideration of the above, the Department finds it appropriate to approve Compass' request. 

We remind Compass, however, that although the Department is no longer requiring the air 

carrier to seek economic approval to operate additional aircraft, the air carrier is still subject to 

FAA safety approval before adding aircraft to its Operations Specifications. 

Trade Name Registration 

In a related matter, Compass has requested that the Department register the trade name 

"American Eagle" for use in certain of its operations. Part 215 of the Department's regulations 

provides that any carrier wishing to use an alternative trade name must first register that name 

with the Department. The rule further states that the Department may register such name after 

the carrier gives notification to similarly named carriers of the proposed use of the name. 

Compass states that American is aware of and concurs with the trade name registration. The 

only other similarly named carriers conduct business pursuant to operating agreements with 

The Department's Office of Aviation Enforcement and Proceedings ("Enforcement Office") has an open 

investigation against Compass. Although this investigation remains pending, the Enforcement Office has advised us 

that they do not object to the issuance of an order removing the aircraft restrictions on Compass' economic 

authority. 
5 

American. Therefore, no other notification is required. Since Compass has complied with the 

requirements of Part 215, we acknowledge the registration of the trade name "American Eagle" 

by Compass for immediate use in its operations. 

ACCORDINGLY, 

1. We remove the condition in the interstate certificate of public convenience and necessity 

issued to Compass Airlines, LLC, by Order 2010-11-11 that imposes a limitation on the number 

of aircraft the air carrier is authorized to operate. 

2. We reissue the interstate scheduled passenger certificate issued to Compass Airlines, LLC, 

by Order 2010-11-11 in the form attached. 

3. We acknowledge the registration of the trade name "American Eagle." 

4. We will serve a copy of this order on the persons listed in Attachment A. 

By: 

SUSAN L. KURLAND 

Assistant Secretary 

for Aviation and International Affairs 

An electronic version of this document is available on the World Wide Web at: 

http :I /www. regulations.gov 
Certificate of Public Convenience and Necessity for 

Interstate Air Transportation 

(as reissued) 

This Certifies That 

COMPASS AIRLINES, LLC 

d/b/a DELTA CONNECTION 

d/b/a DELTA SHUTTLE 

d/b/a AMERICAN EAGLE 

is authorized, subject to the provisions of Subtitle VII of Title 49 of United 

States Code, the orders, rules, and regulations issued thereunder, and the 

attached Terms, Conditions, and Limitations, to engage in interstate air 

transportation of persons, property, and mail. 

This Certificate is not transferable without the approval of the Department of 

Transportation. 

Issued by Order 2015-3-12 

On March 25, 2015 

Effective on March 25, 2015 

By Direction of the Secretary 

Susan L. Kurland 

Assistant Secretary for 

Aviation and International Affairs 
Attachment 

* As reissued by Order 2015-3-12 

Terms, Conditions, and Limitations 

COMPASS AIRLINES, LLC 

d/b/a DELTA CONNECTION 

d/b/a DELTA SHUTTLE 

d/b/a AMERICAN EAGLE 

is authorized to engage in interstate air transportation of persons, property, and mail between 

any point in any State, territory, or possession of the United States or the District of Columbia, 

and any other point in any of those entities. 

This authority is subject to the following provisions: 

(1) The holder shall at all times conduct its operations in accordance with the regulations 

prescribed by the Department of Transportation for the services authorized by this certificate, 

and with such other reasonable terms, conditions, and limitations as the Department of 

Transportation may prescribe in the public interest. 

(2) The holder's authority under this certificate is effective only to the extent that such 

operations are also authorized by the Federal Aviation Administration (FAA), and comply with 

all US. Government requirements concerning security, including, but not limited to 49 CFR Part 

** 1544. 

(3) The holder shall at all times remain a "Citizen of the United States" as required by 

49 US.C. 40102(a)(15). 

(4) The holder shall maintain in effect liability insurance coverage as required under 

14 CFR Part 205. Failure to maintain such insurance coverage will render a certificate 

ineffective, and this or other failure to comply with the provisions ofSubtitle VJI ofTitle 49 of the 

United States Code or the Department's regulations shall be sufficient grounds to revoke this 

certificate. 

(5) The authority contained in this certificate shall remain effective only so long as the holder 

remains a wholly owned subsidiary ofTrans States Holdings, Inc. 

* This certificate is being reissued to reflect the current format for such certificates and the expiration of all 

restrictions set forth in P.L. 96-192, 94 Stat. 35, 48-49(198-0), also known as the "Love Field" condition. 

** To assure compliance with all applicable US. Government requirements concerning security, the holder shall, 

before commencing any new service (including charter flights) to or from a foreign airport, contact its Principal 

Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security 

Administration has determined that security is adequate to allow such airport(s) to be served 
2 

(6) The holder is authorized to conduct charter flights in interstate and/or foreign air 

transportation in accordance with the provisions of 14 CFR 212. 

(7) The holder may reduce or terminate service at any point or between any two points, 

subject to compliance with the provisions of 49 USC 41734 and all orders and regulations 

issued by the Department a/Transportation under that section. 

(8) Should the holder propose any substantial changes in its ownership, management, or 

operations (as that term is defined in 14 CFR 204.2(!)), it must first comply with the 

requirements of 14 CFR 204. 5. 

(9) In the event that the holder commences but subsequently ceases all operations for which 

it was found "fit, willing and able, " its authority under this certificate shall be suspended under 

the terms of 14 CFR 204. 7 and the holder may neither recommence nor advertise such 

operations unless its fitness to do so has been redetermined by the Department. Moreover, if the 

holder does not resume operations within one year of its cessation, its authority shall be revoked 

for dormancy. 
Attachment A 

SERVICE LIST FOR 

COMPASS AIRLINES, INC. 

MR DAVID HAYES III 

VICE PRESIDENT & GENERAL COUNSEL 

TRANS STATES HOLDINGS INC 

11495 NAVAID ROAD 

BRIDGETON MO 63044 

MR PETER LYNCH AGC-300 

ASST CHIEF COUNSEL FOR 

ENFORCEMENT 

FEDERAL AVIATION ADMINISTRATION 

800 INDEPENDENCE AVE SW 

WASHINGTON DC 20591 

OFFICE OF AIRLINE INFORMATION 

DOTIRITA/BTS E-34 

1200 NEW JERSEY AVE SE 

WASHINGTON DC 20590 

MS LISA A HARIG 

COUNSEL FOR COMPASS AIRLINES LLC 

MCBREEN & KOPKO 

1501 LEE HIGHWAY 

SUITE 180 

ARLINGTON VA 22209 

MR MARK MAZOR 

CERTIFICATION SECTION MANAGER 

FAAAFS-900 

45005 AVIATION DRIVE SUITE 131 

DULLES VA 20166 

MR MARLAN PERHUS 

PRINCIPAL OPERATIONS INSPECTOR 

FEDERAL AVIATION ADMINISTRATION