Alaska Airlines and Horizon Air 2013 Annual Report Download - page 52

DIRECTOR COMPENSATION
As of December 31, 2013, non-employee directors have been issued the following: Ms. Bedient - 11,457
DSUs; Ms. Blakey - 4,055 DSUs; Ms. Campbell - 10,672 DSUs and 785 common shares; Mr. Knight - 10,672
DSUs and 785 common shares; Mr. Langland - 10,672 DSUs and 785 common shares; Mr. Madsen - 11,457
DSUs; Mr. Mallott - 11,457 DSUs; Mr. Thompson - 10,672 DSUs and 785 common shares; Ms. Sandvik - 304
common shares; and Mr. Yeaman - 565 DSUs and 785 common shares. See discussion of these awards in
Note 11 to the Company’s Consolidated Financial Statements included as part of the Company’s 2013 Annual
Report filed on Form 10-K with the SEC and incorporated herein by reference. The non-employee directors do
not hold any outstanding stock options.
Alaska Air Group directors do not participate in any non-equity incentive compensation plans, nor do they
participate in a nonqualified deferred compensation plan. Directors do not receive pension benefits for their
service.
(3) As part of each director’s compensation, the non-employee director and the non-employee director’s spouse
were provided transportation on Alaska Airlines and Horizon Air. Included in the All Other Compensation column
for each non-employee director is the incremental cost to the Company of providing these benefits. Positive-
space travel is a benefit unique to the airline industry. By providing this travel without tax consequences to
non-employee directors, the Company is able to deliver a highly valued benefit at a low cost, and believes this
benefit encourages non-employee directors to travel, thus enhancing their connection to the Alaska Airlines
and Horizon Air products and services. The All Other Compensation column (g) includes the value of
reimbursements for taxes on the transportation benefits provided to each director.
(4) Ms. Sandvik was appointed a director in November 2013, therefore, her retainer was prorated for a partial
year.
DIRECTOR STOCK OWNERSHIP POLICY
The Company expects directors to act in the
Company’s best interests regardless of the
number of shares they own. Each non-
employee director is expected to hold
shares of Company stock having a value
equal to at least three times the director’s
annual cash retainer, such ownership to be
achieved within five years of joining the
Board. Deferred stock units held by
directors, which are 100% vested at grant,
will count toward the holding requirement
even though they will not be issued until
directors resign from the Board.
ŠProxy
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