Ben Minicucci
About Ben Minicucci
Benito “Ben” Minicucci, 59, is President and CEO of Alaska Air Group and Alaska Airlines (since 2021), a director since 2020, and previously Alaska’s President (since 2016), COO (2008–2019), and CEO of Virgin America (2016–2018). He served 14 years in the Canadian Armed Forces and held roles at Air Canada; he holds BS/MS from the Royal Military College of Canada and completed Harvard Business School’s AMP . Under his leadership, 2024 delivered record revenue of $11.7B and 7.1% adjusted pretax margin; ALK acquired Hawaiian Holdings, repurchased >$300M of stock, and set goals to reach $10 EPS by 2027, while targeting 11–13% adjusted pretax margins and deleveraging to <1.5x by 2026 . Governance highlights include an independent board chair, fully independent committees, and robust clawback, ownership, hedging, and pledging policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alaska Air Group/Alaska Airlines | President & CEO (AAG/Alaska) | 2021–present | Led 2024 integration of Hawaiian; record revenues and industry top-tier margins; buyback restart and new $1B authorization |
| Alaska Airlines | President | 2016–present | Network, premium cabin expansion, loyalty growth; operational leadership |
| Virgin America (AAG subsidiary) | CEO | 2016–2018 | Oversaw integration into Alaska post-acquisition |
| Alaska Airlines | COO; EVP Operations; VP Seattle Ops; Staff VP M&E | 2008–2019; prior | Built operations excellence and cost discipline |
| Air Canada | Various roles | Prior to Alaska | Commercial/operational experience |
| Canadian Armed Forces | Officer | 14 years | Leadership foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| PG&E Corporation | Director | 2018–2019 | Public company board experience |
| UW Foster School – Center for Leadership & Strategic Thinking | Advisory Board | Current | Executive development focus |
| UNCF | Board/Support | Current | Community engagement |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 650,000 | 730,000 (effective 4/13/24) |
Notes:
- CEO salary positioned below airline peer medians and below the 25th percentile vs. broader transportation/travel CEOs .
Performance Compensation
Annual Incentive Plan (Performance-Based Pay, “PBP”)
Participation rates and metrics align executives and employees on profitability, safety, guest experience and efficiency.
| Item | FY 2023 | FY 2024 |
|---|---|---|
| CEO Target PBP (% Base) | 150% | 175% (increased in 2024) |
| PBP Metrics & Weights | Profitability 70%; Safety 10%; Emissions 10%; Guest Experience 10% | Profitability 60%; Safety 20%; Fuel Efficiency 10%; Guest Experience 10% |
| PBP Results (Metric Payouts) | Profit 59.1%; Safety 20.0%; Guest 20.0%; Emissions 8.8%; Margin modifier +20% → Total 129.7% | Profit 120.00%; Safety 33.72%; Guest 0.00%; Fuel 15.48%; Margin modifier +60% → Total 200% (capped) |
| CEO Non-Equity Incentive ($) | 1,224,388 | 2,469,715 |
PBP structure emphasizes multi-dimensional performance, includes an industry margin modifier, and caps executive payouts at 200% .
Long-Term Incentives (LTI)
- Mix: ~50% RSUs (time-based, ratable vesting over 3 years) and ~50% PSUs (performance-based) .
- 2024 PSU metric: ROIC; targets set annually for 2024–2026; 2024 achievement 10.5% → 200% for 2024 tranche .
- Prior PSU cycles:
- 2021 PSUs (80% relative TSR; 20% leadership representation): payout 75% (TSR 90%, DEI 0%) .
- 2022 PSUs (80% relative TSR; 20% leadership representation): payout 112% (TSR 140%, DEI 0%) .
| Item | FY 2023 | FY 2024 |
|---|---|---|
| CEO Equity Grant Value (Target, $) | 7,969,932 (includes CARES-era regranting) | 5,155,622 (50% RSU; 50% PSU) |
| 2024 Shares Granted | — | RSUs: 68,160; PSUs (Tgt): 68,160 |
Program design puts ~89% of CEO target total direct compensation “at risk” in 2024, reinforcing pay-for-performance .
Equity Ownership & Alignment
- Beneficial ownership: 459,732 total shares (includes 219,585 options exercisable within 60 days; RSUs eligible to settle per policy) .
- 2024 equity activity: Options exercised – none; Stock vested – 34,638 shares .
- Ownership guidelines: CEO must hold ≥5x base salary; all NEOs in compliance as of 12/31/24 .
- Hedging/pledging: Prohibited for executives and directors .
- Insider trading policy: Comprehensive, filed as Exhibit 19.1 to 2024 10‑K .
| Measure | Value |
|---|---|
| CEO Total Beneficially Owned (3/14/25) | 459,732 shares |
| Options Exercised in 2024 | 0 |
| Stock Vested in 2024 | 34,638 shares |
Implication: No 2024 option exercises and anti-pledge/hedge policy reduce near-term selling pressure signals; ownership guidelines and sizable holdings align incentives .
Employment Terms
- Change-in-Control (CIC): Double-trigger; CEO multiple generally 3x compensation; no tax gross-ups; time-based and performance awards addressed (PSUs assumed at target in illustrative tables) .
- Illustrative CIC termination payouts (12/31/24 basis): Cash severance $6.11M; equity acceleration $15.56M; other benefits; potential excise tax/cutback shown .
- Involuntary termination without cause (non‑CIC) guidelines: CEO 2x base + average bonus, benefits continuation, outplacement; equity per award terms; shareholder approval sought if >2.99x threshold .
- Clawback: Mandatory SEC/NYSE policy plus broader compliance clawback allowing recovery for violations (including negligence) and reputational harm; policy publicly available .
- Perquisites: Positive-space travel benefits, annual mileage grant; disclosed and taxed; CEO “All Other Compensation” totaled $315,261 in 2024 .
- Deferred comp: Company contributed $255,850 to CEO’s NDCP in 2024; CEO aggregate balance $1.53M .
- Pension: No defined benefit accruals for CEO .
| Scenario | Cash Severance | Equity Acceleration | Other Benefits | Total (12/31/24) |
|---|---|---|---|---|
| CIC Termination (Double-Trigger) | $6,106,646 | $15,559,527 | Benefits/Travel/Other | $20,335,904 (incl. adjustments) |
| Termination Without Cause (Non‑CIC) | $4,071,098 | $8,610,557 | Benefits/Outplacement/Travel | $12,745,552 |
Performance & Track Record
- 2024 results: Operating revenue $11.735B (+13%); adjusted pretax margin 7.1%; Hawaiian post-close revenue $869M (9/18–12/31/24); share repurchases of 3.87M shares in Dec-24 and new $1B authorization .
- Strategic execution: Hawaiian combination, premium cabin retrofits and mix to ~29% by 2026, loyalty and credit card growth, cargo expansion (8 Amazon A330 freighters operating by Q1’25) .
- Outlook: Focused on integration (SOC by Q4’25, PSS in 2026), synergy ramp tracking ahead; confidence in $10 EPS by 2027 and continued buybacks given undervaluation .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Operating Revenue ($B) | 10.426 | 11.735 |
| Adjusted Pretax Margin (%) | 7.5 | 7.1 |
| Share Repurchases (FY/Q4) | Restarted; $145M in 2023 | 3.87M shares in Dec-24; new $1B plan |
Board Governance (Director Service, Committees, Independence)
- Director since 2020; not independent due to executive role .
- Not a member of board committees; board committees fully independent (Audit; Compensation & Leadership Development; Governance, Nominating & Corporate Responsibility; Safety; Innovation) .
- Independent non-executive chair (Patricia Bedient); regular executive sessions; robust risk oversight .
- Meeting attendance: All directors attended 2024 annual meeting; each attended ≥75% of board/committee meetings .
Director Compensation (For Directors; CEO receives none)
- Non-employee director program: $90k cash retainer; $140k stock retainer; additional chair retainers; travel/mileage benefits; CEO receives no additional board compensation .
- CEO board service is uncompensated (included in NEO pay) .
Compensation Structure Analysis
- Mix shifts: 2024 increased at-risk pay by raising CEO PBP target to 175% and reintroducing ROIC PSUs (50% LTI) to sharpen capital efficiency focus .
- Equity plan governance: No option repricing; no tax gross-ups; robust clawback beyond SEC/NYSE baseline .
- Peer benchmarks: CEO base slightly below airline peer median; total target comp around median vs airline peers; below 25th percentile vs broader transportation/travel peers, indicating pay restraint .
- Shareholder alignment: Strong say‑on‑pay support (96% in 2024; 2025 advisory vote also strongly approved), stringent ownership and anti‑hedge/pledge requirements .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say‑on‑Pay (FY 2023 comp) | 96% approval |
| 2025 Say‑on‑Pay (FY 2024 comp) | For: 88,089,246; Against: 2,162,742; Abstain: 428,712 |
Compensation Peer Group (Benchmarking)
Airline peer group used for 2024 and 2023 includes Air Canada, American, Delta, Hawaiian, JetBlue, SkyWest, Southwest, Spirit, United; broader transportation/travel group also referenced to assess competitiveness .
Risk Indicators & Red Flags
- Clawback: Mandatory and discretionary components cover negligence and reputational harm; public policy disclosed .
- Hedging/pledging: Banned .
- Options repricing: Prohibited without shareholder approval .
- Severance: No gross-ups; shareholder ratification if >2.99x (excluding CIC/death/disability) .
- Equity overhang/burn rate: Overhang 4.6% as of 3/1/25; proposed 2016 Plan share increase of 1.45M raises to 5.8%; 3‑yr average burn rate ~0.60% . Stockholders approved 2016 Plan and ESPP amendments on 5/8/25 .
Data Appendices
CEO Summary Compensation (Select Items)
| Component ($) | FY 2023 | FY 2024 |
|---|---|---|
| Salary | 637,692 | 705,385 |
| Stock Awards | 7,969,932 | 5,155,622 |
| Non-Equity Incentive (PBP/OPR) | 1,224,388 | 2,469,715 |
| All Other Compensation | 386,446 | 315,261 |
| Total | 10,313,054 | 8,645,983 |
CEO Beneficial Ownership
| Item | Amount |
|---|---|
| Common Stock Beneficially Owned (3/14/25) | 240,147 |
| Options Exercisable within 60 Days | 219,585 |
| Total Beneficial Ownership | 459,732 |
Investment Implications
- Pay-performance alignment: 2024 design emphasizes profitability/ROIC and safety; CEO at-risk pay high (89%), with annual payout capped (hit cap) and PSUs tied to ROIC delivering maximum for 2024 tranche—consistent with record revenues and margin improvements . This supports a constructive view on incentive alignment.
- Retention risk: Substantial unvested equity (RSUs/PSUs) and significant beneficial ownership create retention “stickiness”; anti-hedge/pledge rules and ownership guidelines reinforce alignment .
- Selling pressure: No 2024 option exercises by CEO and vesting rather than option monetization suggests limited near-term selling pressure from options; monitor future vesting events .
- Governance quality: Independent chair, fully independent committees, robust clawback, and strong shareholder support (say-on-pay) reduce governance risk .
- Strategy execution: Integration synergies from Hawaiian, premium mix expansion, loyalty monetization, cargo ramp, and disciplined capital return (buybacks) are key levers to the $10 EPS by 2027 target; macro softness can weigh near term, but management reiterated conviction and is accelerating buybacks at perceived undervaluation .