I think the biggest thing for me is the FREE part on the upgrades. $125 isn't too bad -- it generally works out to $62.50 per flight because the flights are in the 500-1000 mile range.
But, when I am going out flying for work, it cuts into the profit of working. And, when I am going out flying for personal reasons, it adds to the cost.
I wish Frontier would get a first class cabin and give free upgrades like CO.
I have never really had a problem with NW/CO's first class product. Generally the seats are clean and the food is about the same. The best snack I ever had was on CO -- a great shrimp cocktail. The best lunch I ever had was the ham and cheese on a bagette on NW. It was a better size that most FC meals, even if it wasn't as fancy.