Alaska Air Group 2016 Proxy Statement

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Board Members

  • Patricia M. Bedient

  • Marion C. Blakey

  • Phyllis J. Campbell

  • Dhiren R. Fonseca

  • Jessie J. Knight, Jr.

  • Dennis F. Madsen

  • Helvi K. Sandvik

  • Katherine J. Savitt

  • J. Kenneth Thompson

  • Bradley D. Tilden

  • Eric K. Yeaman

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  1. Gender
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Independent ()
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  • Audit


    Number of meetings: 4
    Chair: Patricia M. Bedient

    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
    • Katherine J. Savitt
    • J. Kenneth Thompson
  • Governance and Nominating


    Number of meetings: 5
    Chair: Phyllis J. Campbell

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


    Number of meetings: 4
    Chair: Marion C. Blakey

    • 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


    Phyllis J. Campbell
    • Phyllis J. Campbell
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Patricia M. Bedient

Executive Vice President, The Weyerhaeuser Company


Age: 62
Director since: 2004
Independent: Yes
Board Committees:
Other Public Boards: Suncor Energy, Inc.
Qualifications:

Qualifications:

  • Financial Expertise
  • Strategic Planning Experience
  • Public Accounting Experience

Professional Highlights: 

Ms. Bedient is currently executive vice president for The Weyerhaeuser Company, a publicly traded company and one of the world’s largest integrated forest products companies. She served as 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. (appointed in February 2016)

Current Non-Public Company Board Service:

  • Alaska Airlines and Horizon Air (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
  • World Forestry Center Executive Board

Education:

•  BS, Oregon State University

Marion C. Blakey

President and CEO, Rolls-Royce North America


Age: 67
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 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 and Horizon Air (subsidiaries of Alaska Air Group)
  • Noblis Board of Trustees (a non-profit science, technology and strategy organization)
  • NASA Advisory Council
  • Independent Takata Quality Assurance Panel
  • International Coordinating Council of Aerospace Industries Associations

Education:

•  BA, Mary Washington College of the University of Virginia

Phyllis J. Campbell

Chairman, JPMorgan Chase & Co. Pacific Northwest Region


Age: 64
Director since: 2002
Independent: Yes
Board Committees:
Other Public Boards: Nordstrom, Inc.
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 Public Company Board Service:

  • Nordstrom, Inc.

Current Non-Public Company Board Service:

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

Prior Board Service:

  • Puget Energy, Inc.
  • Puget Sound Energy, Inc. (subsidiary of Puget Energy)

Education:

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

Dhiren R. Fonseca

Partner, Certares LP


Age: 51
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

Prior Public Company Board Service:

  • eLong, Inc.

Current Non-Public Company Board Service:

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

 

Jessie J. Knight, Jr.

Former Executive Vice President of External Affairs, Sempra Energy


Age: 65
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:

Until, September 2015, Mr. Knight was executive vice president of external affairs for Sempra Energy (a publicly traded company), and 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, president and CEO of the San Diego Regional Chamber of Commerce, was a commissioner of the California Public Utilities Commission, and vice president of marketing and strategic planning for the San Francisco Chronicle and San Francisco Examiner newspapers. Prior to his media career, he held finance and marketing positions with the Dole Foods Company. He is a life member of the Council on Foreign Relations. He previously served for 10 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 and Horizon Air (subsidiaries of Alaska Air Group)
  • Timken Museum of Art in San Diego Board
  • U.S. Chamber of Commerce Board of Directors
  • 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: 67
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 and Horizon Air (subsidiaries of Alaska Air Group)
  • Forterra
  • Western Washington University Foundation
  • Youth Outdoors Legacy Fund

Education: 

  • BA, Seattle Pacific University
  • MBA, Pacific Lutheran University

Helvi K. Sandvik

President, NANA Development Corporation


Age: 58
Director since: 2013
Independent: Yes
Board Committees:
Other Public Boards:
Qualifications:

Qualifications:

  • Business Leadership Experience
  • Intimate Knowledge of the Native Culture and Transportation Requirements in the State of Alaska

Professional Highlights:

Since 1999, Ms. Sandvik has been president of NANA Development Corporation, a diversified business engaged in government contracting, oilfield and mining support, professional management services, and engineering and construction. She previously served as vice president operations at NANA Development Corporation and as vice president resources at NANA Regional Corporation. Ms. Sandvik formerly 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, and commissioner of the U.S. Arctic Research Commission. She also served on board of the Federal Reserve Bank of San Francisco, Seattle Branch, from 2004 to 2009 and served as its chair from 2008 to 2009.

Current Non-Public Company Board Service:

  • Alaska Airlines and Horizon Air (subsidiaries of Alaska Air Group)
  • Native American Contractors Association

Education:

MBA, University of Alaska Fairbanks
BA, Kalamazoo College

Katherine J. Savitt

President Digital, STX Entertainment


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

Qualifications:

  • Business and Entrepreneurial Expertise
  • e-Commerce Marketing Experience
  • Strategic Expertise

Professional Highlights:

Ms. Savitt was named president digital of STX Entertainment in September 2015. From 2012 to 2015, she was chief marketing officer for Yahoo!, responsible for global marketing and media. Ms. Savitt founded Lockerz, a start-up focused on social commerce for Generation Z, where she was CEO from 2009 to 2012, and from 2006 to 2009 she was executive vice president and chief marketing officer at American Eagle Outfitters, Inc., where she led both the global marketing efforts of the company’s portfolio of brands and the digital and e-commerce channels. Ms. Savitt has also served as vice president of strategic communications, content and entertainment initiatives for Amazon.com. She founded MWW/Savitt, an integrated marketing communications firm representing a diverse array of world class brands and consumer technology start-ups.

Prior Public Company Board Service:

  • Vitamin Shoppe, Inc.

Current Non-Public Company Board Service:

  • Alaska Airlines and Horizon Air (subsidiaries of Alaska Air Group)

Education:

BA, Cornell University

J. Kenneth Thompson

President and CEO, Pacific Star Energy LLC


Age: 64
Director since: 1999
Independent: Yes
Board Committees:
Other Public Boards: Pioneer Natural Resources Company; 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 governance and nominating, compensation and hydrocarbon reserves committees and chairs the health, safety and environmental committee at Pioneer Natural Resources Company.

Current Public Company Board Service:

  • Pioneer Natural Resources Company
  • Tetra Tech, Inc.
  • Coeur Mining Corporation

Current Non-Public Company Board Service:

  • Alaska Airlines and Horizon Air (subsidiaries of Alaska Air Group)
  • Provision Ministry Group

Education:

BS, Missouri University of Science and Technology

Bradley D. Tilden

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


Age: 55
Director since: 2010
Independent: No
Board Committees:
Other Public Boards: Nordstrom, Inc.
Qualifications:

Qualifications:

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

Professional Highlights:

Mr. Tilden has been chairman of Alaska Air Group and of Alaska Airlines and Horizon Air since January 2014. He has served as president of Alaska Airlines since December 2008. In May 2012, Mr. Tilden was named president and CEO of Alaska Air Group and CEO of Alaska Airlines and Horizon Air. 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 and Horizon Air (subsidiaries of Alaska Air Group)
  • Airlines for America
  • Pacific Lutheran University Board of Regents
  • 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: 48
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 and Horizon Air (subsidiaries of Alaska Air Group)
  • 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

2016 Annual Meeting Virtual Shareholder Meeting Only
Available Online, www.proxyvote.com

Date/Time:

May 12, 2016 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 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 approve a new 2016 Performance Incentive Plan; check-box
To ratify the appointment of KPMG LLP as the Company’s independent registered public accountants (the independent accountants) for fiscal year 2016; and check-box
To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

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