Alaska Airlines and Horizon Air 2007 Annual Report Download - page 45

• attendance fees of $1,500 to members of the Company’s Finance Group; and
• reimbursement of expenses in connection with attending Board and committee meetings as well as
expenses in connection with director education.
In 2008, the Board of Directors increased from $5,000 to $10,000 the annual retainer for the Chair of the
Governance and Nominating Committee, who is also the Lead Director, in light of the responsibilities of the
Lead Director role. This change is effective May 20, 2008.
(2) None of our non-employee directors held any unvested equity-based awards as of December 31, 2007. We do
not grant stock options to our non-employee directors. Our 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.
In November 2007, the Board of Directors approved certain changes to the compensation for our
non-employee directors. Beginning in 2008, the annual retainer for each non-employee director will be paid
$15,000 in cash and $36,000 in the form of deferred stock units, with the number of units to be determined
by dividing the retainer amount by the closing price of our common stock on the date of the annual meeting.
The stock units will be paid in shares of our common stock on a one-for-one basis following the termination of
the director’s service as a member of the Board. In all other respects, the fee schedule for non-employee
directors described above remains in effect.
(3) As part of a director’s compensation, each Non-Employee Director, the Non-Employee Director’s spouse and
the Non-Employee Director’s dependent children are provided transportation on Alaska Airlines and Horizon Air.
Included in the All Other Compensation column for each non-employee director is the incremental cost to the
Company of providing these benefits, as well as the value of each director’s membership in our airport
Boardroom program.
In addition, the All Other Compensation column includes the value of reimbursements for taxes on the
transportation benefits provided to each director as quantified below:
Director
Value of
Taxes Paid
($)
Patricia M. Bedient 563
Phyllis J. Campbell 1,403
Mark R. Hamilton 5,747
Bruce R. Kennedy 848
Jessie J. Knight, Jr. 2,268
R. Marc Langland 3,218
Dennis F. Madsen 2,634
Byron I. Mallott 9,572
John V. Rindlaub 1,734
J. Kenneth Thompson 9,206
Richard A. Wien 3,284
(4) Mr. Kennedy passed away on June 28, 2007. During the years that Mr. Kennedy was employed by the
Company, he accrued annual retirement benefits under the Company’s Retirement Plan for Salaried Employees
and its 1976 Elected Officers Supplementary Retirement Plan. Mr. Kennedy’s benefits paid under these plans
in 2007 were $39,340 and $90,601, respectively. Mr. Kennedy did not receive any retirement or death
benefits in connection with his service as a director.
(5) Amount reported for Mr. Knight includes California state tax reimbursement provided in connection with his
transportation benefit.
(6) Mr. Rindlaub retired from the Board effective June 12, 2007.
ŠProxy
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