Kathleen Hogan
ALASKA AIR GROUPAbout Kathleen T. Hogan
Independent director of Alaska Air Group since August 2019; age 59. Chief People Officer and Executive Vice President of Human Resources at Microsoft since 2014; previously Corporate Vice President of Microsoft Services (2003–2015), a partner at McKinsey & Co., and a development manager at Oracle. Education: BS, Harvard University; MBA, Stanford Graduate School of Business. Core credentials highlighted by ALK: HR/organizational strategy, public company governance, and technology experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Chief People Officer & EVP, Human Resources | 2014–present | Human capital strategy and culture leadership (qualifications cited) |
| Microsoft | Corporate Vice President, Microsoft Services | 2003–2015 | Services leadership (qualifications cited) |
| McKinsey & Co. | Partner | Not disclosed (prior to 2003) | Strategy/operations advisory |
| Oracle | Development Manager | Not disclosed (prior to 2003) | Product/technology development |
| Susan G. Komen (Puget Sound affiliate) | Finance Committee Lead | Not disclosed | Nonprofit financial oversight |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| National Center for Women & Information Technology | Board service | Not disclosed | Non-profit |
| Alaska Airlines & Horizon Air (subsidiaries) | Subsidiary board service | Current | Non-public company boards |
No other current public company directorships disclosed for Ms. Hogan .
Board Governance
- Committee assignments: Chair, Governance, Nominating and Corporate Responsibility (GN&CR); Member, Compensation and Leadership Development Committee .
- Independence: ALK Board determined Ms. Hogan independent under NYSE and company standards; all committees comprised solely of independent directors .
- Attendance and engagement: Board held 5 meetings in 2024; GN&CR met 3 times; Compensation met 4 times. Each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- GN&CR oversight scope includes governance guidelines, board composition, independence, board/committee assessments, sustainability goals/disclosures, political contributions policy, and D&O insurance reviews . The Board also assigns oversight of cybersecurity and AI to independent committees .
- Executive sessions: Independent directors meet at least quarterly in executive session; committee executive sessions held quarterly .
- Board limits policy: Directors limited to three other public company boards (or two if serving as chair/lead independent elsewhere); all directors in compliance .
- Shareholder engagement: Company sought feedback from holders representing ~50% of common stock over the past year .
Fixed Compensation
| Component | 2024 Structure | Amounts (Hogan, 2024) |
|---|---|---|
| Annual cash retainer | $90,000 | $110,043 (includes GN&CR chair retainer) |
| Committee chair retainer | GN&CR chair: $20,000; Comp chair: $25,000; Audit chair: $30,000; Safety/Innovation chair: $20,000 | Included in fees |
| Non-exec Board Chair retainer | +$150,000 (if applicable) | N/A for Hogan |
| Meeting fees | Not disclosed | — |
| Other compensation | Positive‑space travel on Alaska/Horizon/Hawaiian, $10,000 Mileage Plan miles/year, and related tax reimbursements | $46,576 |
Total 2024 director compensation (Hogan): $296,576 (Cash $110,043; Stock $139,957; Other $46,576) .
Performance Compensation
Directors receive equity retainers (not performance-based). Directors may elect fully vested shares or fully vested deferred stock units (DSUs) that settle upon board departure .
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Settlement |
|---|---|---|---|---|
| Annual equity retainer (DSUs elected) | May 2024 | 3,191 DSUs (for each director who deferred) | $139,957 | Vested at grant; DSUs settle in shares upon board departure |
Performance metrics: None for director equity awards; PSUs/metrics apply to executives, not non‑employee directors .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No interlocks disclosed; Board determined independence after reviewing relationships with directors’ employers/affiliations |
Related party transactions: None requiring disclosure since Jan 1, 2024 .
Expertise & Qualifications
- HR/organizational strategy; public company governance; technology experience (as designated in ALK’s nominee profile) .
- Board skills framework highlights experience alignment with strategy/risk oversight; Hogan’s resume supports talent, culture, and tech perspectives at scale .
- Education: BS Harvard; MBA Stanford GSB .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common) | 14,686 shares; less than 1% of outstanding |
| DSUs granted to date (aggregate) | 13,493 DSUs (underlying shares issuable upon departure) |
| Hedging/pledging | Prohibited for directors; insider trading policy restricts derivatives, margin, pledging, collars |
| Director ownership guideline | 6x annual cash retainer; all non‑employee directors in compliance as of Dec 31, 2024 |
Section 16 compliance: No delinquent filings disclosed for Ms. Hogan in 2024; company noted certain late filings for named executives only .
Governance Assessment
- Board effectiveness: Hogan chairs GN&CR, a central governance committee overseeing board composition, evaluations, sustainability disclosure, and political contributions policy—key levers for board quality and reputational risk. Attendance thresholds met, and robust executive sessions support independent oversight .
- Independence/conflicts: Independence affirmed under NYSE and ALK standards; no related‑party transactions involving Hogan; hedging/pledging prohibited—positive alignment signals .
- Pay alignment and ownership: Director pay mix balanced between cash and fully vested equity with deferral options; strong 6x retainer stock ownership guideline met—supports alignment with shareholders .
- Compensation oversight context: As a member of the Compensation & Leadership Development Committee (which uses independent consultant Meridian), Hogan is tied to a program with high variable pay for executives and strong shareholder support (96% say‑on‑pay approval at 2024 meeting for 2023 comp) .
- Clawback policy posture: Company maintains both mandatory SEC/NYSE‑compliant recoupment and a broader compliance clawback; Board recommended against a shareholder proposal to expand disclosures/standards further, citing breadth of current policy and concerns about deliberation disclosures .
No red flags identified: independence affirmed; attendance at least 75%; no reportable related‑party transactions; no hedging/pledging; no Section 16 delinquencies disclosed for Hogan .