Andrew Harrison
Chief Commercial Officer at ALK
Executive
About Andrew Harrison
Andrew R. Harrison is Executive Vice President and Chief Commercial Officer (CCO) of Alaska Airlines, responsible for commercial strategy including network planning, revenue management, marketing and sales. He is 55 years old and joined Alaska in 2003; he has served as EVP & CCO since August 2015 after roles spanning internal audit, FP&A, network planning, and chief revenue officer positions . In 2024, Alaska delivered $395 million in net income with 7.1% adjusted pre-tax margin and company TSR rebounded versus the NYSE Arca Airline Index, reflecting improved profitability against peers; those metrics directly underpin Harrison’s annual and long-term incentives (profitability, relative TSR historically, and ROIC in PSUs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alaska Airlines | EVP & Chief Commercial Officer | Aug 2015 – present | Leads commercial strategy and execution; member of Management Executive Committee |
| Alaska Airlines | EVP & Chief Revenue Officer | Feb 2015 – Aug 2015 | Revenue leadership prior to current CCO role |
| Alaska Airlines | SVP Planning & Revenue Management | May 2014 – Feb 2015 | Oversaw network and revenue optimization |
| Alaska Airlines | VP Planning & Revenue Management | Dec 2008 – May 2014 | Built planning and RM capabilities as airline scaled |
| Alaska Airlines | Managing Director Planning | Mar 2008 – Dec 2008 | Network and fleet planning |
| Alaska Airlines | MD Network Planning & FP&A | Feb 2007 – Mar 2008 | Integrated planning and financial analysis |
| Alaska Airlines | MD Financial Planning & Analysis | Feb 2006 – Feb 2007 | Corporate FP&A leadership |
| Alaska Airlines | MD Internal Audit | Nov 2003 – Feb 2006 | Risk and controls foundation |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) | $507,308 | $530,923 | $551,085 |
| Base Salary Rate (approved for 2024, eff. 4/13/24) | — | — | $556,900 |
| Target Bonus (% of base) | — | — | 95% |
| Actual Annual Bonus (Non-Equity Incentive) | $964,598 | $646,073 | $1,047,930 |
| All Other Compensation (perqs, retirement, etc.) | $187,451 | $379,649 | $248,959 |
All Other Compensation (2024 detail):
- 401(k) company contribution: $25,875; DC supplemental retirement: $111,686; travel benefits: $56,868; reimbursement of taxes on travel: $36,896; reimbursement of tax on business travel income: $11,191; financial planning: $990; life insurance-related amounts and other: balance; total $248,959 .
Performance Compensation
Annual Incentive (PBP) – 2024 framework and results
| Metric | Weight | Threshold | Target | Maximum | Actual | % of Target Achieved | Payout % (weighted) |
|---|---|---|---|---|---|---|---|
| Profitability (Adjusted Pre-tax Profit %) | 60% | 4% | 6% | 9% | 9.04% | 200.0% | 120.00% |
| Safety (change in safety reports) | 20% | 2% inc | 5% inc | 7% inc | 6.37% | 168.6% | 33.72% |
| Fuel Efficiency (gallons/flight hour) | 10% | 858 | 851 | 843 | 846.62 | 154.8% | 15.48% |
| Guest Experience (months rated VG/Excellent) | 10% | 6 | 8 | 10 | 3 | 0% | 0% |
| Initial PBP Payout % | — | — | — | — | — | — | 169.20% |
| Margin Modifier (industry pre-tax margin placement) | — | — | — | — | 1st | — | +60.0% |
| Capped Total Payout | — | — | — | — | — | — | 200.00% |
Participation rate for EVPs (including Harrison) was 95% of base salary; executive payouts are capped at 200% .
Long-Term Equity – 2024 grants
| Award | Grant Date | Quantity | Grant-Date Fair Value |
|---|---|---|---|
| RSUs (service-based; 50% of LTI) | 3/19/2024 | 26,580 | $1,005,256 |
| PSUs (performance-based; 50% of LTI) | 3/19/2024 | 26,580 target/13,290 at threshold | $1,005,256 |
| Total Target Equity Value | 3/19/2024 | — | $2,010,512 |
Key design notes:
- PSUs granted in 2024 vest on three-year ROIC performance through 12/31/2026; 2023 PSUs vest on a three-year period ending 12/31/2025; earlier cycles included relative TSR and a D&I metric .
- RSUs granted 3/19/2024 vest in three equal annual tranches on 2/13/2025, 2/13/2026, and 2/13/2027 .
Multi-Year Compensation (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $507,308 | $530,923 | $551,085 |
| Stock Awards (incl. PSUs at probable) | $1,498,951 | $2,915,973 | $2,010,512 |
| Option Awards | $414,608 | — | — |
| Non-Equity Incentive Comp | $964,598 | $646,073 | $1,047,930 |
| Change in Pension/Deferred Comp | — | $100,332 | $18,572 |
| All Other Compensation | $187,451 | $379,649 | $248,959 |
| Total | $3,572,916 | $4,572,950 | $3,877,058 |
Compensation structure emphasizes variable pay: c.81% of other NEO target total direct compensation is performance-based, and PSUs use ROIC; safety weighting in annual plan was increased to 20% in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (3/14/2025) | 85,125 shares (68,770 common + 16,355 options exercisable within 60 days); <1% of outstanding (122,751,785 shares) |
| Ownership Guidelines | EVPs must hold 3x base salary; all NEOs compliant as of 12/31/2024 |
| Hedging/Pledging | Hedging prohibited; pledging not permitted |
| Upcoming Vesting (supply) | RSUs from 3/19/2024 vest 1/3 on 2/13/2025, 2/13/2026, 2/13/2027; RSUs from 5/4/2023 vest 5/4/2026; 2023 PSUs performance period ends 12/31/2025; 2024 PSUs end 12/31/2026 |
| 2024 Stock Activity | Exercised 8,470 options ($210,281 realized) and 17,673 stock awards vested ($650,790) in 2024 |
Outstanding equity at 12/31/2024 (illustrative excerpts):
- Options: 2/9/2021 (13,612 exercisable; 4,538 unexercisable; $55.74 strike; exp 2/9/2031); 2/7/2022 (8,815 exercisable; 8,815 unexercisable; $55.36 strike; exp 2/7/2032) plus prior tranches from 2015–2020 mostly fully vested .
- Unvested RSUs: 7,440 (2/7/2022), 17,020 (5/4/2023), 26,580 (3/19/2024) as of 12/31/2024, valued using $64.75 year-end price for the table’s market value column .
- Unvested PSUs: Reported at maximum in proxy table (17,020 for 2023 grant; 26,580 for 2024) with performance periods ending 12/31/2025 and 12/31/2026 respectively .
Employment Terms
| Scenario | Cash Severance | Enhanced Retirement Benefit | Benefit Continuation | Air Travel Benefit | Equity Acceleration | Excise Tax/Cutback | Total |
|---|---|---|---|---|---|---|---|
| Termination Without Cause (no CIC) | $2,212,782 | — | $34,258 | $66,332 | $0 | — | $2,338,372 |
| Death or Disability | — | — | — | $31,458 | $3,428,500 | — | $3,459,959 |
| Change in Control + Termination (Double-Trigger) | $3,793,341 | $519,084 | $113,717 | $31,458 | $6,251,600 | $(1,200,870) (excise tax/cutback) | $9,508,331 |
Additional provisions:
- Double-trigger CIC agreements; CEO and EVPs generally 3x compensation multiple; SVPs 2x; no tax gross-ups; severance exceeding 2.99x cash comp plus accelerated equity requires shareholder approval (outside CIC) .
- Lifetime confirmed travel benefits upon separation for Mr. Minicucci and Mr. Harrison due to age and officer tenure; travel benefits also payable in severance scenarios as noted above .
- Clawback policies: mandatory recoupment for financial restatements (applies automatically to current/former executive officers) and a “Compliance Policy” permitting recovery/forfeiture for legal or compliance violations (including negligent violations) causing reputational harm; disclosures required for recovery events; policy posted and also filed with SEC .
Compensation Structure Analysis
- Mix and pay-for-performance: Other NEO target pay ~81% variable; in 2024, the PBP plan paid at the 200% cap, driven by profitability outperformance (9.04% adjusted pre-tax margin) and first-place industry margin ranking; safety weighting was increased to 20%, reinforcing non-financial operational priorities .
- Long-term focus: 2024 PSUs use ROIC over three years; prior cycles also used relative TSR, aligning payouts with capital efficiency and shareholder returns .
- Governance safeguards: No option repricing without shareholder approval; no pledging/hedging; robust clawback; ownership guidelines at 3x salary for EVPs; high say‑on‑pay support historically (96% support at 2024 meeting) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay (for 2023 comp): 96% support, indicating strong investor endorsement of pay practices .
- 2025 Annual Meeting: advisory say‑on‑pay votes For 88,089,246; Against 2,162,742; Abstain 428,712; broker non‑votes 11,475,857 .
Compensation Peer Group (for benchmarking)
Air Canada; American Airlines; Delta Air Lines; Hawaiian Airlines; JetBlue; SkyWest; Southwest; Spirit; United Airlines Holdings .
Investment Implications
- Incentive alignment and upside sensitivity: With a 95% of salary target bonus and up to 200% payout, annual cash comp is highly sensitive to profitability, operational safety, fuel efficiency and guest metrics; the 2024 cap-out highlights strong operating execution and peer outperformance—positive for near-term commercial discipline under Harrison’s remit .
- Equity incentives focused on ROIC/TSR: The shift to ROIC PSUs (alongside prior TSR-based cycles) fosters multi-year capital efficiency and relative performance alignment, which should support disciplined growth decisions across network and product .
- Selling pressure watch: Meaningful near-term vesting (one-third of 26,580 RSUs in Feb‑2025; 2023 PSU cycle concluding 12/31/2025) and a 2021 option tranche vesting in Feb‑2025 could create periodic supply; monitor Form 4s around these dates .
- Retention risk appears managed: CIC protections (~$9.5M estimated total) plus lifetime travel benefits and robust equity holdings reduce departure risk; no pledging permitted; compliant with ownership guidelines .
- Governance strengths: Strong say‑on‑pay support and comprehensive clawback (including negligent violations) mitigate governance risk; no option repricing and no tax gross‑ups are shareholder‑friendly .
Note: Company performance context for 2024—net income $395M, adjusted pre‑tax margin 7.1%, and TSR improvement versus airline index—supports the 2024 incentive outcomes .