Alaska Air Group 2018 Interactive Proxy Statement

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Director Nominees for 2018

  • Patricia M. Bedient

  • James A. Beer

  • Marion C. Blakey

  • Phyllis J. Campbell

  • Raymond L. Conner

  • Dhiren R. Fonseca

  • Susan J. Li

  • 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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  • 0-2

  • 3-5

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  • 15+

View by Independence:

Independent ()
Non-Independent ()

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  • Audit


    Number of meetings: 5
    Chair: Eric K. Yeaman

    Audit Committee Financial Expert

    - Patricia M. Bedient

    - Eric K. Yeaman

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


    Number of meetings: 5
    Chair: J. Kenneth Thompson

    • J. Kenneth Thompson
    • Marion C. Blakey
    • James A. Beer
  • Governance and Nominating


    Number of meetings: 4
    Chair: Phyllis J. Campbell

    • Patricia M. Bedient
    • Phyllis J. Campbell
    • Eric K. Yeaman
  • Safety


    Number of meetings: 4
    Chair: Helvi K. Sandvik

    • Raymond L. Conner
    • Helvi K. Sandvik
    • J. Kenneth Thompson
    • Marion C. Blakey
    • James A. Beer

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  • 0-45

  • 45-54

  • 55-64

  • 65-74

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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 and CFO, The Weyerhaeuser Company


Age: 64
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 Experience

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 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

James A. Beer

CFO, Atlassian Corporation


Age: 57
Director since: 2017
Independent: Yes
Board Committees:
Other Public Boards: ForeScout Technologies, Inc.
Qualifications:

Qualifications:

  • Financial Expertise
  • Aviation Industry Expertise
  • Strategic Planning Experience
  • Technology Experience

Professional Highlights:

Mr. Beer joined Atlassian Corporation PLC, a publicly traded company, as its CFO in February 2018. He was executive vice president and CFO for McKesson Corporation from 2013 to 2017, and CFO at Symantec Corp. from 2006 to 2013. From 1991 to 2006, he held a number of management positions including CFO at AMR Corporation and American Airlines, AMR’s principal subsidiary.

Current Non-Public Company Board Service:

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

Education: 

  • BS Aeronautical Engineering, Imperial College, London University
  • MBA, Harvard Business School

Marion C. Blakey

President and CEO, Rolls-Royce North America


Age: 69
Director since: 2010
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Qualifications:

  • Extensive experience with airline industry government and trade organizations including:
  • Aviation Industry Expertise
  • 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)
  • Smithsonian National Air and Space Museum
  • 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: 66
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

Raymond L. Conner

Former Vice Chairman, The Boeing Company


Age: 62
Director since: 2018
Independent: Yes
Board Committees:
Other Public Boards: Adient
Qualifications:

Qualifications:

  • Public Company CEO Experience
  • Strategic Planning Experience
  • Aviation Industry Experience
  • Community Leadership

Professional Highlights:

Mr. Conner is former vice chairman of The Boeing Company. Prior to his appointment to vice chairman in 2013, Mr. Conner served in a number of positions with Boeing Commercial Airplanes since 1977, including a variety of roles within the sales, finance and materiel divisions. Most recently, he served as vice president and general manager of the 777 program (2001-2003), vice president of sales for the Americas (2003 to 2007), vice president and general manager of supply chain management and operations (2008-2011), vice president sales, marketing and commercial aviation services (2012), and president and CEO (2013-2017).

Current Non-Public Company Board Service:

  • Alaska Airlines, Horizon Air and Virgin America (subsidiaries of Alaska Air Group)
  • Boys and Girls Clubs of Bellevue

Education:

  • BS, Central Washington University
  • MBA, University of Puget Sound

Dhiren R. Fonseca

Partner, Certares LP


Age: 53
Director since: 2014
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Qualifications:

  • Technology/IT/Digital Expertise
  • Business Development Experience
  • Financial Experience

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 Non-Public Company Board Service:

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

Susan J. Li

Alaska Air Group Director Nominee


Age: 32
Director since: 2018
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Qualifications:

  • Financial Expertise
  • Strategic Planning Experience
  • Technology/IT/Digital Experience

Professional Highlights:

Ms. Li currently serves as a vice president of finance at Facebook, Inc., where she leads the finance and business planning organization. Since joining Facebook in 2008, Ms. Li has served in a number of finance positions, including director of finance from 2013 to 2016, leading teams focused on business operations and financial planning and analysis. Prior to Facebook, she was an investment banking analyst at Morgan Stanley.

Education:

  • BA and BS, Stanford University

Helvi K. Sandvik

Consultant and Former President, NANA Development Corporation


Age: 60
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
  • Community Leadership Experience

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. In December 2017, Ms. Sandvik was appointed a member of the National Center for American Indian Enterprise Development, a non-profit organization. She previously served as a trustee and an advisor to the Robert Aqqaluk Newlin Trust. 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: 66
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, Engineering, Operations, and Safety/Environmental/ Regulatory Issues
  • Business Leadership Expertise

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 committee, chairs the governance and nominating committee, and the hydrocarbon reserves committee, as well as serving as lead director at Pioneer Natural Resources Company. Mr. Thompson is also a member and chair of CDF Capital, a non-profit organization.

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: 57
Director since: 2010
Independent: No
Board Committees:
Other Public Boards: Nordstrom, Inc.
Qualifications:

Qualifications:

  • Deep Airline Experience
  • Strategic Planning Experience
  • Financial Expertise
  • Public Company CEO Experience
  • Community Leadership

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 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

Education:

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

 

Eric K. Yeaman

President and COO, First Hawaiian Bank


Age: 50
Director since: 2012
Independent: Yes
Board Committees:
Other Public Boards: Alexander & Baldwin, Inc.;
Hawaiian Telcom, Inc.
Qualifications:

Qualifications:

  • Financial Expertise
  • Public Company CEO Experience
  • Intimate Knowledge of the Culture and Transportation Needs of Hawaii

Professional Highlights:

Mr. Yeaman was named president and COO of First Hawaiian Bank, a wholly owned subsidiary of First Hawaiian Inc., 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 Non-Public Company Board Service:

  • Alaska Airlines, Horizon Air and Virgin America (subsidiaries of Alaska Air Group)
  • First Hawaiian Bank
  • The Harold K.L. Castle Foundation
  • Hawaii Asia Pacific Association Education:
  • BA, University of Hawaii at Manoa

Meeting Highlights

The Venue

2018 Annual Meeting Virtual Shareholder Meeting Only
Available Online, www.proxyvote.com

Date/Time:

May 3, 2018 1:30 p.m. 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 11 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 ratify the appointment of KPMG LLP as the Company’s independent registered public accountants (the independent accountants) for fiscal year 2018; 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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