Alaska Air Group 2017 Interactive Proxy Statement

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Director Nominees

  • Patricia M. Bedient

  • Marion C. Blakey

  • Phyllis J. Campbell

  • Dhiren R. Fonseca

  • Jessie J. Knight, Jr.

  • Dennis F. Madsen

  • Helvi K. Sandvik

  • J. Kenneth Thompson

  • Bradley D. Tilden

  • Eric K. Yeaman

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  1. Gender
  2. More Diversity

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Independent ()
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  • Audit


    Number of meetings: 4
    Chair: Eric K. Yeaman

    Audit Committee Financial Expert

    - Patricia M. Bedient

    - Eric K. Yeaman

    • Patricia M. Bedient
    • Dhiren R. Fonseca
    • Dennis F. Madsen
    • Eric K. Yeaman
  • Compensation and Leadership Development


    Number of meetings: 5
    Chair: J. Kenneth Thompson

    • Dennis F. Madsen
    • J. Kenneth Thompson
    • Marion C. Blakey
  • Governance and Nominating


    Number of meetings: 4
    Chair: Phyllis J. Campbell

    • Patricia M. Bedient
    • Jessie J. Knight, Jr.
    • Phyllis J. Campbell
  • Safety


    Number of meetings: 4
    Chair: Jessie J. Knight, Jr.

    • Jessie J. Knight, Jr.
    • Helvi K. Sandvik
    • J. Kenneth Thompson
    • Marion C. Blakey

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  • Chairman, President and CEO


    Bradley D. Tilden
    • Bradley D. Tilden
  • Lead Director


    Patricia M. Bedient
    • Patricia M. Bedient
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Patricia M. Bedient

Former Executive Vice President, The Weyerhaeuser Company


Age: 63
Director since: 2004
Independent: Yes
Board Committees:
Other Public Boards: Suncor Energy, Inc.; Park Hotels and Resorts
Qualifications:

Qualifications:

  • Financial Expertise
  • Strategic Planning Experience
  • Public Accounting Experience
  • Mergers and Acquisitions

Professional Highlights: 

Ms. Bedient was executive vice president (until July 2016) for The Weyerhaeuser Company, a publicly traded company and one of the world’s largest integrated forest products companies. She was the company’s CFO until February 2016. A certified public accountant (CPA) since 1978, she served as managing partner of the Seattle office of Arthur Andersen LLP prior to joining Weyerhaeuser. Ms. Bedient also worked at Andersen’s Portland and Boise offices as a partner and as a CPA during her
27-year career with the firm. She is a member of the American Institute of CPAs and the Washington Society of CPAs.

Current Public Company Board Service:

  • Suncor Energy, Inc.
  • Park Hotels and Resorts (appointed January 2017)

Current Non-Public Company Board Service:

  • Alaska Airlines, Horizon Air and Virgin America (subsidiaries of Alaska Air Group)
  • Overlake Hospital Medical Center Board of Trustees
  • Oregon State University Board of Trustees
  • University of Washington Foster School of Business Advisory Board

Education:

•  BS, Oregon State University

Marion C. Blakey

President and CEO, Rolls-Royce North America


Age: 68
Director since: 2010
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Qualifications: 

Extensive experience with airline industry government and trade organizations including:

  • Aerospace Industries Association
  • Federal Aviation Administration
  • National Transportation Safety Board

Professional Highlights: 

Ms. Blakey is president and CEO of Rolls-Royce North America. From 2007 to 2015, she was president and CEO of Aerospace Industries Association, the nation’s largest aerospace and defense trade association. Prior to that she served as the Administrator of the Federal Aviation Administration from 2002 to 2007 and as chair of the National Transportation Safety Board from 2001 to 2002. She previously served on the President’s Export Council Subcommittee on Export Administration, the Washington Area Airports Task Force Advisory Board and the International Aviation Women’s Association Advisory Board.

Current Non-Public Company Board Service: 

  • Alaska Airlines, Horizon Air and Virgin America (subsidiaries of Alaska Air Group)
  • Noblis Board of Trustees (a non-profit science, technology and strategy organization)
  • NASA Advisory Council
  • Rolls-Royce North America

Education:

•  BA, Mary Washington College of the University of Virginia

Phyllis J. Campbell

Chairman, JPMorgan Chase & Co. Pacific Northwest Region


Age: 65
Director since: 2002
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Qualifications:

  • Extensive Business Experience
  • Community Leadership
  • Governance Expertise

Professional Highlights:

Since April 2009, Ms. Campbell has been chairman of the Pacific Northwest Region for JPMorgan Chase & Co., a publicly traded company. She is the firm’s senior executive in Washington, Oregon and Idaho, representing JPMorgan Chase at the most senior level. From 2003 to 2009, Ms. Campbell served as president and CEO of The Seattle Foundation, one of the nation’s largest community philanthropic foundations. She was president of U.S. Bank of Washington from 1993 until 2001 and served as chair of the bank’s Community Board. Ms. Campbell has received several awards for her corporate and community involvement, including Women Who Make A Difference and Director of the Year from the Northwest Chapter of the National Association of Corporate Directors.

Current Non-Public Company Board Service:

  • Alaska Airlines, Horizon Air and Virgin America (subsidiaries of Alaska Air Group)
  • Toyota’s Diversity Advisory Board

Education:

  • BA, Washington State University
  • MBA, University of Washington

Dhiren R. Fonseca

Partner, Certares LP


Age: 52
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards: Caesars Acquisition Corporation
Qualifications:

Qualifications: 

  • Online Travel Services Industry Expertise
  • Management Experience
  • Financial Experience
  • Technology Experience at a Major Software and Computer Services Company

Professional Highlights:

Prior to joining Certares LP as a partner in December 2014, Mr. Fonseca was chief commercial officer at Expedia, Inc., where he served for more than 18 years. He contributed greatly to the online travel company’s growth and success, serving in a host of key roles including co-president of its global partner services group and senior vice president of corporate development. Mr. Fonseca helped found Expedia.com as part of the management team at Microsoft Corporation that brought the online travel company to life in 1995 and subsequently took it public in 1999. Before Expedia, he held multiple roles in product management and corporate technical sales at Microsoft Corporation.

Current Public Company Board Service:

  • Caesars Acquisition Corporation

Current Non-Public Company Board Service:

  • Alaska Airlines, Horizon Air and Virgin America (subsidiaries of Alaska Air Group)
  • RentPath, Inc.
  • Rackspace, Inc.

Jessie J. Knight, Jr.

Managing Director, Knight Angels Consulting LLC


Age: 66
Director since: 2002
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Qualifications: 

  • Brand Marketing Experience
  • Energy Markets Expertise
  • Economic Development Expertise
  • Business, Political and International Experience
  • Experience as a CEO of a Public Company

Professional Highlights:

Mr. Knight is currently managing director of Knight Angels Consulting LLC, a private equity and philanthropic organization. He retired as executive vice president of external affairs for Sempra Energy (a publicly traded company) and as chairman of San Diego Gas and Electric Company and Southern California Gas Company, both subsidiaries of Sempra Energy. From 2010 to 2014, he was chairman and CEO of San Diego Gas & Electric. Prior to that, he was executive vice president of external affairs at Sempra Energy. Prior to Sempra Energy, he served for seven years as president and CEO of the San Diego Regional Chamber of Commerce and for six years as a commissioner of the California Public Utilities Commission. Prior to his government service, he served eight years as vice president of marketing and strategic planning for the San Francisco Chronicle and San Francisco Examiner newspapers. Prior to his media career, he worked for ten years for the Dole Foods Company, where he held finance positions in Dole’s banana business throughout Central America, and later managed the North American marketing operations for Dole’s pineapple retail operations. He is a life member of the Council on Foreign Relations. He previously served for ten years on the board of the San Diego Padres Baseball Club and seven years on the board of Avista Corp., where he served on the governance and audit committees and as lead director.

Current Non-Public Company Board Service: 

  • Alaska Airlines, Horizon Air and Virgin America (subsidiaries of Alaska Air Group)
  • Timken Museum of Art in San Diego
  • U.S. Chamber of Commerce
  • University of California San Diego Foundation Board of Trustees
  • J. Craig Venter Institute Board of Trustees

Education:

  • BA, St. Louis University
  • MBA, University of Wisconsin

Dennis F. Madsen

Consultant and Former President and CEO, Recreational Equipment, Inc.


Age: 68
Director since: 2003
Independent: Yes
Board Committees:
Other Public Boards: West Marine, Inc.
Qualifications:

Qualifications: 

  • Business Expertise
  • Experience Leading a Large People-Oriented and Customer-Service-Driven Organization

Professional Highlights:

From 2000 to 2005, Mr. Madsen was president and CEO of Recreational Equipment, Inc. (REI), a retailer and online merchant for outdoor gear and clothing. He served as REI’s executive vice president and COO from 1987 to 2000, and prior to that held numerous other positions at REI. In 2010, Mr. Madsen was appointed a director of West Marine Inc., a publicly traded retail company in the recreational boating sector. He also chairs West Marine’s compensation and leadership development committee and serves on its nominations and governance committee.

Current Public Company Board Service: 

  • West Marine, Inc.

Current Non-Public Company Board Service: 

  • Alaska Airlines, Horizon Air and Virgin America (subsidiaries of Alaska Air Group)
  • Forterra
  • Youth Outdoors Legacy Fund

Education: 

  • BA, Seattle Pacific University

Helvi K. Sandvik

Consultant and Former President, NANA Development Corporation


Age: 59
Director since: 2013
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Qualifications:

  • 30+ Years of Private and Public Sector Senior Executive Management and Board Experience
  • Intimate Knowledge of the Native Culture and Transportation Requirements in the State of Alaska

Professional Highlights:
From 1999 to 2016, Ms. Sandvik was president of NANA Development Corporation (NDC), a diversified business engaged in government contracting, oilfield and mining support, professional management services, and engineering and construction. During this time, she oversaw the growth of the NDC from an oil field support services company with revenues of $50 million into a diverse, multi-sector, global enterprise with revenues of $1.5 billion. Ms. Sandvik previously served as vice president operations at NANA Development Corporation and as vice president resources at NANA Regional Corporation. Prior to that, Ms. Sandvik served in a variety of leadership roles within the Alaska Department of Transportation and Public Facilities, including director of statewide aviation and deputy commissioner. She currently serves as an advisor to the Robert Aqqaluk Newlin Trust, where she was previously a trustee. She has served in a variety of public and non-profit leadership roles including chair and member of the Alaska State Chamber of Commerce, member of the Alaska Industrial Development and Export Authority, commissioner of the U.S. Arctic Research Commission, and as a board member of the Native American Contractors Association. She also served on board of the Federal Reserve Bank of San Francisco, Seattle Branch, from 2004 to 2009 and was its chair from 2008 to 2009.

Current Non-Public Company Board Service:

  • Alaska Airlines, Horizon Air and Virgin America (subsidiaries of Alaska Air Group)

Education:

  • BA, Kalamazoo College
  • MBA, University of Alaska Fairbanks

J. Kenneth Thompson

President and CEO, Pacific Star Energy LLC


Age: 65
Director since: 1999
Independent: Yes
Board Committees:
Other Public Boards: Pioneer Natural Resources Company (Lead Director);
Tetra Tech, Inc.;
Coeur Mining Corporation
Qualifications:

Qualifications:

  • Business Leadership Expertise
  • Experience with Planning, Operations, Engineering, and Safety/Regulatory Issues

Professional Highlights:

Since 2000, Mr. Thompson has been president and CEO of Pacific Star Energy LLC, a private energy investment company in Alaska with partial ownership in the oil exploration firm Alaska Venture Capital Group. From 1998 to 2000, Mr. Thompson served as executive vice president of ARCO’s Asia Pacific oil and gas operating companies in Alaska, California, Indonesia, China and Singapore. Prior to that, he was president of ARCO Alaska, Inc., the parent company’s oil and gas producing division based in Anchorage, Alaska. He chairs the environmental, health, safety and social responsibility committee and serves on the governance and nominating and the audit committees of Coeur Mining Corporation, serves on the strategy planning committee and chairs the compensation committee at Tetra Tech, Inc., and serves on the compensation, chairs the governance and nominating, and also the hydrocarbon reserves committees, and serves as lead director at Pioneer Natural Resources Company.

Current Public Company Board Service:

  • Pioneer Natural Resources Company (Lead Director)
  • Tetra Tech, Inc.
  • Coeur Mining Corporation

Current Non-Public Company Board Service:

  • Alaska Airlines, Horizon Air and Virgin America (subsidiaries of Alaska Air Group)

Education:

  • BS, Missouri University of Science and Technology

Bradley D. Tilden

Chairman, President and CEO, Alaska Air Group, Inc.; Chairman and CEO, Alaska Airlines, Inc.; Chairman, Virgin America Inc. and Horizon Air Industries, Inc.


Age: 56
Director since: 2010
Independent: No
Board Committees:
Other Public Boards: Nordstrom, Inc. (appointed March 2016)
Qualifications:

Qualifications:

  • Deep Airline Experience
  • Strategic Planning Skills
  • Financial Expertise
  • Leadership Experience

Professional Highlights:

Mr. Tilden has been chairman of Alaska Air Group, Alaska Airlines and Horizon Air since January 2014 and of Virgin America since December 2016. He served as president of Alaska Airlines from December 2008 to May 2016. In May 2012, Mr. Tilden was named president and CEO of Alaska Air Group and CEO of Alaska Airlines, and he was CEO of Horizon Air from May 2012 to May 2016. He served as executive vice president of finance and planning from 2002 to 2008 and as CFO from 2000 to 2008 for Alaska Airlines and Alaska Air Group. Prior to 2000, he was vice president of finance at Alaska Airlines and Alaska Air Group. Before joining Alaska Airlines, Mr. Tilden worked for the accounting firm PricewaterhouseCoopers.

Current Public Company Board Service:

  • Nordstrom, Inc. (appointed in March 2016)

Current Non-Public Company Board Service:

  • Alaska Airlines, Horizon Air and Virgin America (subsidiaries of Alaska Air Group)
  • Airlines for America
  • Boy Scouts of America
  • Washington Roundtable
  • Seattle Metro Chamber Board (Chair)

Education:

  • BA, Pacific Lutheran University
  • MBA, University of Washington

Eric K. Yeaman

President and COO, First Hawaiian Bank


Age: 49
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards: Alexander & Baldwin, Inc.;
Hawaiian Telcom, Inc.
Qualifications:

Qualifications:

  • Experience as a CEO of a Public Company
  • Intimate Knowledge of the Culture and Transportation Needs of Hawaii

Professional Highlights:

Mr. Yeaman was named president and COO of First Hawaiian Bank in June 2015. From 2008 to 2015, he was president and CEO of Hawaiian Telcom, a telecommunications and technology company serving the state of Hawaii. Prior to that, he was senior executive vice president and COO of Hawaiian Electric Company, Inc. (HECO) Mr. Yeaman joined Hawaiian Electric Industries, Inc. (HEI), HECO’s parent company, in 2003 as financial vice president, treasurer and CFO. Prior to joining HEI, Mr. Yeaman held the positions of chief operating and financial officer for Kamehameha Schools from 2000 to 2003. He began his career at Arthur Andersen LLP in 1989.

Current Public Company Board Service:

  • Alexander & Baldwin, Inc.
  • Hawaiian Telcom, Inc.

Current Non-Public Company Board Service:

  • Alaska Airlines, Horizon Air and Virgin America (subsidiaries of Alaska Air Group)
  • First Hawaiian Bank
  • Queen’s Health Systems
  • Hawaii Community Foundation
  • The Harold K.L. Castle Foundation
  • Hawaii Asia Pacific Association

Education:

  • BA, University of Hawaii at Manoa

Meeting Highlights

The Venue

2017 Annual Meeting Virtual Shareholder Meeting Only
Available Online, www.proxyvote.com

Date/Time:

May 4, 2017 2:00 pm PDT

Meeting begins in:

00 Days
00 Hours
00 Minutes
00 Seconds

Items of Business:

Item Board Rec.
To elect to the Board of Directors the 10 nominees named in this Proxy Statement, each for a one-year term; check-box
To seek an advisory vote to approve the compensation of the Company’s Named Executive Officers; check-box
To seek an advisory vote to approve the frequency of the advisory vote to approve the compensation of the Company’s Named Executive Officers; check-box
To approve an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock; check-box
To ratify the appointment of KPMG LLP as the Company’s independent registered public accountants (the independent accountants) for fiscal year 2017; check-box
To consider a stockholder proposal regarding changes to the Company’s proxy access bylaw; and x
To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

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