James Beer
Director at ALK
Board
About James Beer
James A. Beer, age 64, is an independent director of Alaska Air Group (ALK) since 2017 and currently chairs the Innovation Committee while serving on the Audit Committee; he is designated as an Audit Committee financial expert based on prior public company CFO experience . Beer’s background includes CFO roles at Atlassian (2018–2022), McKesson (2013–2017), and Symantec (2006–2013), and senior finance roles at AMR/American Airlines (1991–2006); education includes a BS in Aeronautical Engineering (Imperial College London) and an MBA from Harvard Business School . The Board has determined Beer is independent under NYSE and company standards, and he attended at least 75% of Board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atlassian Corporation plc | Chief Financial Officer | 2018–2022 | Public company CFO; financial expert credentials |
| McKesson Corporation | EVP & Chief Financial Officer | 2013–2017 | Financial leadership at Fortune 500 healthcare distributor |
| Symantec Corp. | Chief Financial Officer | 2006–2013 | Financial leadership at cybersecurity/software firm |
| AMR Corp./American Airlines | Multiple finance/management roles incl. CFO | 1991–2006 | Airline financial and operating experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| DocuSign, Inc. | Director | 2020–present | Audit Committee; M&A Committee |
| Zscaler, Inc. | Director | Apr 2024–present | Audit Committee |
| ForeScout Technologies, Inc. | Director | 2016–2020 | Audit Committee |
| Alaska Airlines & Horizon Air (subsidiaries of ALK) | Director | Current | Subsidiary boards |
Board Governance
- Committee assignments: Innovation Committee Chair; Audit Committee Member .
- Independence: Board determined Beer and all committee members are independent under NYSE and company standards .
- Audit Committee financial expertise: Beer qualifies based on prior public company CFO roles .
- Attendance: In 2024, the Board met 5 times; committees met Audit (4), Compensation (4), Governance (3), Safety (4), Innovation (3). Each director attended ≥75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet at least quarterly; committee executive sessions held quarterly, chaired by respective committee chairs .
- Director term: One-year terms ending May 2026 for nominees; no family relationships among directors/executive officers .
Committee Memberships (Current)
| Committee | Membership |
|---|---|
| Audit | Eric K. Yeaman (Chair); James Beer (Member); J. Kenneth Thompson (Member) |
| Innovation | James Beer (Chair); Daniel K. Elwell (Member); Adrienne R. Lofton (Member) |
| Compensation & Leadership Development | Raymond L. Conner (Chair); Kathleen T. Hogan (Member); Adrienne R. Lofton (Member); Helvi K. Sandvik (Member) |
| Governance, Nominating & Corporate Responsibility | Kathleen T. Hogan (Chair); Eric K. Yeaman (Member); J. Kenneth Thompson (Member) |
| Safety | Helvi K. Sandvik (Chair); Raymond L. Conner (Member); Daniel K. Elwell (Member) |
Fixed Compensation
- Structure (2024): Annual cash retainer $90,000; annual stock retainer $140,000; chair retainers—Audit $30,000, Compensation $25,000, Governance/Safety/Innovation $20,000; additional $150,000 for non-executive Board Chair; subsidiary chair retainer (Hawaiian Holdings board) $20,000 .
- 2024 grants: Beer elected to receive 3,191 vested deferred stock units (DSUs) in May 2024 as part of deferral of 2024 stock retainer; non-employee directors do not hold options, participate in non-equity incentive plans, or nonqualified deferred comp (other than DSU election) .
- Perquisites: Positive-space travel for director and eligible family on Alaska, Horizon, and Hawaiian (effective Nov 10, 2024), plus $10,000 in Mileage Plan miles annually; “All Other Compensation” includes incremental cost and tax reimbursements .
Director Compensation – James Beer
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 105,001 | 110,043 |
| Stock Awards ($) | 119,999 | 139,957 |
| All Other Compensation ($) | 13,874 | 23,263 |
| Total ($) | 238,874 | 273,263 |
| Stock Units Granted (shares) | 2,851 DSUs (May 2023) | 3,191 DSUs (May 2024) |
Performance Compensation
- Non-employee directors do not receive bonus, PSU/RSU performance awards, option awards, or incentive plan payouts; compensation is comprised of fixed cash and stock retainers plus travel/mileage perquisites .
| Performance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Short-term incentive (cash bonus) | Not applicable | Not applicable |
| Performance Share Units (PSUs) | Not applicable | Not applicable |
| Option Awards | None outstanding | None outstanding |
Other Directorships & Interlocks
- Other public company boards: DocuSign, Zscaler .
- Board service limits: Directors limited to three public company boards (or two if serving as chair/lead independent on any); all directors in compliance with policy .
- Related party transactions: Since Jan 1, 2024, no transactions required to be disclosed under Regulation S-K Item 404(a) .
Expertise & Qualifications
- Skills matrix highlights for Beer: Extensive experience (X) in Airline/Transportation/Safety, Business Development/M&A, Cybersecurity, Financial/Accounting, Investor Relations, Public Company Governance, and Strategy; moderate experience (O) in Technology and other areas per matrix .
- Designated Audit Committee financial expert based on prior CFO roles .
Equity Ownership
- Beneficial ownership (as of March 14, 2025): 17,651 shares; no options exercisable within 60 days; less than 1% of outstanding shares .
- Deferred Stock Units (aggregate granted to date): 16,857 DSUs count toward ownership guidelines even though shares are issued upon leaving the Board .
- Director stock ownership policy: Minimum holding equal to six times annual cash retainer; all non-employee directors met requirement as of Dec 31, 2024 .
- Hedging/pledging: Directors prohibited from hedging and pledging ALK stock; prohibition includes short-term trading, short sales, publicly traded options, margin accounts, and certain monetization transactions .
| Ownership Detail | Amount/Status | As-of Date |
|---|---|---|
| Common Stock Beneficially Owned | 17,651 shares | Mar 14, 2025 |
| Options Exercisable within 60 Days | 0 | Mar 14, 2025 |
| Deferred Stock Units (cumulative) | 16,857 units | Mar 14, 2025 |
| % of Outstanding Shares | <1% | Mar 14, 2025 |
| Ownership Guideline Compliance | Met (directors as of Dec 31, 2024) | Dec 31, 2024 |
| Hedging/Pledging | Prohibited | Policy current |
Governance Assessment
- Board effectiveness: Beer brings deep CFO and airline finance experience and is recognized as an Audit Committee financial expert, strengthening financial oversight; as Innovation Committee Chair, he contributes to technology, cybersecurity, and AI oversight priorities highlighted in governance practices .
- Independence and engagement: Confirmed independent; attended ≥75% of meetings; participates in executive sessions; aligns with robust board evaluation and risk oversight processes .
- Alignment: Holds DSUs and meets director ownership guidelines; no hedging or pledging permitted; compensation aligned to peer median and primarily fixed, reducing pay-for-performance risk for directors .
- Conflicts/related-party exposure: No related-party transactions requiring disclosure since Jan 1, 2024; board limits on outside boards in place and in compliance, reducing overboarding risk .
- RED FLAGS: None identified in proxy for Beer—no Section 16 filing delinquencies noted for him; no options repricing; no tax gross-ups; prohibitions on hedging/pledging reduce alignment risks .