Alaska Airlines and Horizon Air 2014 Annual Report Download - page 66

(2) The amounts reported in Column (e) of the table above also include the grant date fair value of performance-based stock unit
awards granted in 2012, 2013 and 2014 to the Named Executive Officers based on the probable outcome (determined as of
the grant date) of the performance-based conditions applicable to the awards. The following table presents the aggregate
grant date fair value of these performance-based awards included in Column (e) for 2012, 2013, and 2014, and the
aggregate grant date value of these awards assuming that the highest level of performance conditions will be achieved.
2012 Performance Awards 2013 Performance Awards 2014 Performance Awards
Name
Aggregate Grant
Date Fair Value
(Based on
Probable
Outcome)
Aggregate Grant
Date Fair Value
(Based on
Maximum
Performance)
Aggregate Grant
Date Fair Value
(Based on
Probable
Outcome)
Aggregate Grant
Date Fair Value
(Based on
Maximum
Performance)
Aggregate Grant
Date Fair Value
(Based on
Probable
Outcome)
Aggregate Grant
Date Fair Value
(Based on
Maximum
Performance)
($) ($) ($) ($) ($) ($)
Bradley D. Tilden 2,153,080 4,306,160 448,472 896,944 525,983 1,052,966
Brandon S. Pedersen 140,600 281,200 793,000 1,586,000 234,894 469,788
Benito Minicucci 266,000 532,000 235,704 471,408 292,019 584,038
Andrew R. Harrison(6) 80,727 161,454
Joseph A Sprague(6) 80,727 161,454
Glenn S. Johnson 212,800 425,600 235,704 471,408 283,842 567684
Keith Loveless 140,600 281,200 235,704 471,408 283,842 567,6848
In 2012, the Committee awarded Mr. Tilden an additional one-time 45,460 performance stock units in connection with his
election as CEO of the Company. The total performance stock unit award, which was included with Mr. Tilden’s annual grant
and has a three-year performance period, represents four times Mr. Tilden’s 2012 base salary if target goals are met, and
can range from 0% if threshold performance is not reached to 200% of target if maximum performance is achieved. The
performance goals are based 50% on TSR relative to the Company’s airline peer group and 50% on TSR relative to the S&P
500 Index, and are designed to pay out in proportion to the degree to which similarly invested stockholders would be
rewarded.
In 2013, the Committee awarded certain senior executives a special grant of stock units, including a one-time award of an
additional 26,000 performance stock units to Mr. Pedersen. The award, which was included in Mr. Pedersen’s annual grant
has a three-year performance period and is tied to unit-cost, return-on-invested-capital and on-time performance goals. The
award can range from 0% if the threshold performance is not reached to 200% of target if maximum performance is achieved.
Mr. Harrison and Mr. Sprague were not Named Executive Officers prior to 2014, therefore, only 2014 performance stock unit
awards are included.
(3) Non-Equity Compensation includes Performance-Based Pay compensation and Operational Performance Rewards, further
described in the Compensation Discussion and Analysis.
(4) The amount reported in Column (h) of the Summary Compensation Table above reflects the year-over-year change in present
value of accumulated benefits determined as of December 31 of each year for the Retirement Plan for Salaried Employees
and the Officers Supplementary Retirement Plan (defined-benefit plan) as well as any above-market earnings on each Named
Executive Officer’s account under the Nonqualified Deferred Compensation Plan. The number included in Column (h) is an
estimate of the value of future payments and does not represent value received. For 2014, the change in the net present
value of future payments for Mr. Johnson is shown as 0 because the effect of an increase in the discount rate more than
offset any increase in the net present value of future payments. For the Named Executive Officers, Company contributions to
the Defined-Contribution Officers Supplementary Retirement Plan (DC-OSRP) in lieu of the defined-benefit plan are reported in
Column (i) and detailed in the table in Footnote (5) below.
(5) The following table presents detailed information on the types and amounts of compensation reported for the Named
Executive Officers in Column (i) of the Summary Compensation Table. For Column (i), each perquisite and other personal
benefit is included in the total and identified and, if it exceeds the greater of $25,000 or 10% of the total amount of
perquisites and other benefits for that officer, is quantified in the table below. All reimbursements of taxes with respect to
perquisites and other benefits are identified and quantified. Tax reimbursements are provided for travel privileges unique to
the airline industry. Also included in the total for Column (i) is the Company’s incremental cost of providing flight benefits,
annual physical, and accidental death and dismemberment insurance premiums. By providing positive-space travel without tax
consequences to the Named Executive Officers, we are able to deliver a highly valued benefit at a low cost to the Company.
54 EXECUTIVE COMPENSATION