Alaska Airlines and Horizon Air 2013 Annual Report Download - page 24

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PROPOSALS TO BE VOTED ON
Highlights of these executive compensation
programs include the following:
•Base Salary
In general, for the Named Executive
Officers, the Committee targets base
salary levels at the 25th percentile
relative to the Company’s peer group with
the opportunity to earn market-level or
above compensation through short- and
long-term incentive plans that pay when
performance objectives are met.
•Annual Incentive Pay
The Company’s Named Executive Officers
are eligible to earn annual incentive pay
under the broad-based Performance-
Based Pay Plan, which is intended to
motivate the executives to achieve
specific Company goals. Annual target
performance measures reflect near-term
financial and operational goals that are
consistent with the strategic plan.
•Long-term Incentive Pay
Equity-based incentive awards that link
executive pay to stockholder value are an
important element of the Company’s
executive compensation program. Long-
term equity incentives that vest over
three- or four-year periods are awarded
annually, resulting in overlapping vesting
periods that are designed to discourage
short-term risk taking and to align Named
Executive Officers’ long-term interests
with those of stockholders while helping
the Company attract and retain top-
performing executives who fit a team-
oriented and performance-driven culture.
In accordance with the requirements of
Section 14A of the Exchange Act (which was
added by the Dodd-Frank Wall Street Reform
and Consumer Protection Act) and the
related rules of the SEC, our Board of
Directors will request your advisory vote on
the following resolution at the 2014 Annual
Meeting:
RESOLVED, that the compensation paid
to the Named Executive Officers, as
disclosed in this Proxy Statement
pursuant to the SEC’s executive
compensation disclosure rules (which
disclosure includes the Compensation
Discussion and Analysis, the
compensation tables and the narrative
discussion that accompanies the
compensation tables), is hereby
approved.
This proposal regarding the compensation
paid to our Named Executive Officers is
advisory only and will not be binding on the
Company or our Board and will not be
construed as overruling a decision by the
Company or our Board or as creating or
implying any additional fiduciary duty for the
Company or our Board. However, the
Compensation and Leadership Development
Committee, which is responsible for
designing and administering the Company’s
executive compensation program, values the
opinions expressed by stockholders in their
vote on this proposal and will consider the
outcome of the vote when making future
compensation decisions for our Named
Executive Officers. Stockholders will be
given an opportunity to cast an advisory vote
on this topic annually, with the next
opportunity occurring in connection with the
Company’s annual meeting in 2015.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL
OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN
THIS PROXY STATEMENT PURSUANT TO THE SEC’S EXECUTIVE COMPENSATION
DISCLOSURE RULES.
ŠProxy
17