Adrienne Lofton
Director at ALK
Board
About Adrienne R. Lofton
Adrienne R. Lofton, 49, is an independent director of Alaska Air Group (ALK) since 2021. She is Global Vice President, Consumer Marketing, Platforms & Devices at Google and holds a BA from Howard University . She serves on ALK’s Compensation & Leadership Development Committee and Innovation Committee, and attended at least 75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global VP, Consumer Marketing, Platforms & Devices | 2021–present | Oversees integrated consumer experience across Google’s platforms/ecosystem | |
| Nike | VP & Head of North America Marketing | 2018–2021 | Brand leadership |
| Under Armour | SVP, Global Marketing, Operations & Philanthropy | 2015–2018 | Global brand/marketing ops |
| Levi Strauss & Co. (Dockers) | Chief Marketing Officer, Dockers | Not disclosed | Brand leadership |
| Target | Multicultural marketing and cross-category brand leadership | Not disclosed | Brand leadership |
| Gap | Early career | Not disclosed | Brand/retail |
| Starcom Worldwide (GM account) | Media leadership for General Motors | Not disclosed | Media/agency |
External Roles
| Organization/Board | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alaska Airlines & Horizon Air (ALK subsidiaries) | Director (subsidiary boards) | Not disclosed | Internal subsidiary boards |
| Public company boards (non-ALK) | None disclosed | — | — |
Board Governance
- Independence: Board determined Ms. Lofton is independent under NYSE and ALK guidelines .
- Committee assignments (2024): Member – Compensation & Leadership Development; Member – Innovation .
- Attendance: Each director attended ≥75% of Board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting .
- Election support (2025 meeting): For 90,007,168; Withheld 673,532; Broker non-votes 11,475,857 .
Fixed Compensation
- Program structure (non-employee directors, 2024): Cash retainer $90,000; stock retainer $140,000; additional chair retainers (Audit $30k, Compensation $25k, Governance/Safety/Innovation $20k); Board Chair +$150k; option to defer stock into DSUs; no meeting fees .
- Travel/miles benefit: Positive-space travel for director and eligible family, annual 10,000 Mileage Plan miles, and related tax reimbursements .
Director-specific 2024 compensation:
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $90,043 |
| Stock Awards | $139,957 |
| All Other Compensation (travel benefits, miles, tax reimbursements) | $12,527 |
| Total | $242,527 |
Additional equity detail:
- In May 2024, based on her prior-year election, Ms. Lofton received 3,191 vested deferred stock units (DSUs) for her 2024 stock retainer; stock retainer awards for 2024 were fully vested at grant .
Performance Compensation
- ALK does not use performance-based pay for non-employee directors; no options outstanding, no non-equity incentive plan for directors .
- Annual equity retainer (shares or DSUs) is a fixed retainer, fully vested at grant, with DSUs payable in shares at Board departure (no performance metrics) .
| Award | Grant date | Units/Shares | Vesting | Performance metrics | Grant date FV |
|---|---|---|---|---|---|
| DSUs (Annual stock retainer) | May 2024 | 3,191 DSUs | Fully vested at grant; DSUs paid at Board departure | None | $139,957 |
Other Directorships & Interlocks
- Compensation Committee interlocks: None for 2024 (Lofton served on the committee; no interlocks requiring disclosure) .
- Current public company boards: None disclosed beyond ALK .
Expertise & Qualifications
- Core skills: Brand/Marketing, Technology, HR/Organization strategy .
- Education: BA, Howard University .
- Board skills matrix confirms marketing/technology strengths and strategic experience across international/business development areas (Board-wide matrix) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 9,413 shares (includes DSUs that are share-settled at departure for non-employee directors) |
| Ownership as % of outstanding | <1% |
| Stock ownership guideline | 6x annual cash retainer; all non-employee directors met requirement as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors |
Notes: Non-employee directors have no outstanding stock options; DSUs are 100% vested at grant and count toward ownership guidelines (shares issued at Board departure) .
Governance Assessment
- Strengths: Independent director with deep brand and platform marketing expertise (Google/Nike/Under Armour); sits on Compensation & Leadership Development Committee, with independent consultant engagement (Meridian) and strong pay-governance practices (no option repricing, no tax gross-ups, robust clawback for executives) . Strong investor support for her 2025 election (only ~0.7M withheld vs. 90.0M for) and Say‑on‑Pay approval (For 88.1M, Against 2.16M) evidences shareholder confidence in compensation oversight .
- Alignment: Significant director ownership expectations (6x retainer) and compliance; hedging/pledging prohibited; equity paid as fully vested shares/DSUs builds exposure to ALK stock .
- Conflicts/related-party: No related-party transactions requiring disclosure since Jan 1, 2024 . No compensation committee interlocks reported .
- Engagement/attendance: ≥75% meeting attendance; all directors attended the 2024 annual meeting .
Appendices (Key Governance/Voting Signals)
- 2025 annual meeting voting outcomes (context for compensation oversight under her committee):
- Say-on-Pay (Proposal 2): For 88,089,246; Against 2,162,742; Abstain 428,712; Broker non-votes 11,475,857 .
- Shareholder proposal to amend clawback policy (Proposal 8): Failed (For 3,891,347; Against 86,121,899; Abstain 667,454; Broker non-votes 11,475,857) .
- Board structural practices include: Non-executive independent Board Chair; majority voting in uncontested elections; fully independent committees; regular executive sessions; proxy access; special meeting rights at 10% .