Sector: Industrials
ALASKA AIR GROUP INC · Meeting: May 12, 2026
Directors FOR
1
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Election of Directors to One-Year Terms
Against Analysis
Ms. Bedient has served since 2004, giving her full overlap with the 3-year underperformance period; ALK's 3-year total return is -5.7% (negative absolute TSR), the peer group median 3-year return is +51.3%, and the gap of -57.0 percentage points far exceeds the 20-percentage-point trigger threshold for directors with negative absolute TSR — and the 5-year gap of -77.8pp also exceeds the 20pp threshold, confirming this is sustained underperformance rather than a temporary dip.
Mr. Beer has served since 2017, giving him full overlap with the 3-year underperformance period; ALK's 3-year total return is -5.7% versus a peer median of +51.3%, a gap of -57.0 percentage points that far exceeds the 20-percentage-point trigger for negative absolute TSR — and the 5-year data also confirms sustained underperformance, so no mitigant applies.
Mr. Conner has served since 2018, giving him full overlap with the 3-year underperformance period; the -57.0 percentage-point gap versus the peer median far exceeds the 20-percentage-point trigger for negative absolute TSR, and the 5-year underperformance of -77.8pp confirms the pattern is not transient.
Mr. Elwell has served since 2021, which is more than 24 months ago and meaningfully overlaps the full 3-year underperformance period; the peer-group gap of -57.0 percentage points far exceeds the 20-percentage-point trigger for negative absolute TSR, and the 5-year underperformance gap also exceeds the threshold, so no mitigant applies.
Ms. Hogan has served since August 2019, giving her full overlap with the 3-year underperformance period; the -57.0 percentage-point gap versus the peer median far exceeds the 20-percentage-point trigger for negative absolute TSR, and the 5-year gap of -77.8pp confirms sustained underperformance.
Ms. Lofton has served since 2021, which is more than 24 months ago and covers the full 3-year underperformance period; the peer-group gap of -57.0 percentage points far exceeds the 20-percentage-point trigger for negative absolute TSR, and the 5-year data does not provide a mitigating longer-term track record.
Mr. Minicucci has served as a director since 2020 and as CEO since 2021, giving him full overlap with the underperformance period; as an executive director he is subject to the same TSR trigger as all other directors, and the -57.0 percentage-point gap versus the peer median far exceeds the 20-percentage-point threshold for negative absolute TSR — this director vote is independent of the Say on Pay assessment.
Ms. Sandvik has served since 2013, giving her full overlap with the 3-year underperformance period; the -57.0 percentage-point gap versus the peer median far exceeds the 20-percentage-point trigger for negative absolute TSR, and the 5-year gap of -77.8pp confirms this is sustained underperformance with no mitigant available.
Mr. Yeaman has served since 2012, giving him full overlap with the 3-year underperformance period; the -57.0 percentage-point gap versus the peer median far exceeds the 20-percentage-point trigger for negative absolute TSR, and the 5-year gap of -77.8pp confirms sustained underperformance that negates any mitigant.
For Analysis
Mr. Shimer joined the board in 2025, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply to him; no other policy concerns are identified.
Nine of ten director nominees receive an AGAINST vote due to sustained and severe stock price underperformance: ALK's 3-year total return of -5.7% trails the company-disclosed compensation peer group median of +51.3% by 57.0 percentage points, far exceeding the 20-percentage-point trigger for directors with negative absolute TSR, and the 5-year gap of -77.8pp confirms the underperformance is not transient. Peter Shimer, who joined the board in 2025, is exempt as a new director within the 24-month grace period and receives a FOR vote.
CEO
Ben Minicucci
Total Comp
$9,904,339
Prior Support
97%%
CEO total compensation of $9.9 million is positioned at approximately the 25th-to-50th percentile of the disclosed transportation peer group, which is consistent with the company's stated philosophy and does not raise a pay-level concern. The pay structure is strongly performance-oriented — approximately 90% of the CEO's target pay is variable, consisting of annual cash incentives tied to profitability, safety, guest experience, and synergy capture, plus long-term equity awards split equally between time-vested restricted stock units and performance stock units tied to multi-year ROIC goals — satisfying the policy's 50-60% variable pay requirement. Prior-year shareholder support was 97%, there is a meaningful clawback policy in place, and while ALK's stock has underperformed its peers, the incentive structure includes real performance conditions (the 2025 ROIC metric paid out at 0% of target due to below-threshold results), demonstrating that the program does subject executives to downside risk when performance falls short.
Auditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include the auditor fee table or KPMG's tenure disclosure in the extracted portion; per policy, the tenure trigger requires confirmed data to fire and the fee ratio trigger requires actual fee figures — absent both, the default vote of FOR applies. KPMG is a Big 4 firm appropriate for a company of ALK's size and complexity, and no material restatement issues were identified.
The 2026 Alaska Air Group annual meeting features three management proposals; the Say on Pay and auditor ratification proposals both pass policy screens and receive FOR votes, but nine of ten director nominees receive AGAINST votes due to ALK's severe and sustained stock price underperformance — the company's 3-year return of -5.7% trails the peer group median of +51.3% by 57 percentage points, and the 5-year gap of -77.8pp confirms this is not a temporary shortfall. Only newly-appointed director Peter Shimer, who benefits from the 24-month new-director exemption, receives a FOR vote.
20 companies disclosed in 2026 proxy filing
