Kyle Levine
General Counsel and Corporate Secretary at ALK
Executive
About Kyle Levine
Kyle B. Levine is Senior Vice President Legal, General Counsel and Corporate Secretary of Alaska Air Group, Alaska Airlines, and Horizon Air, and Chief Ethics and Compliance Officer of Alaska Air Group. He joined Alaska in 2006 and has served in progressively senior legal roles; he has been SVP Legal since January 2020. He is 53 as of FY 2024 and sits on the Management Executive Committee . Company performance in 2024: Net Income $395 million, Adjusted Pre-Tax Margin 7.10%, and Company TSR value of $96.11 vs NYSE ARCA Airline Index TSR of $60.99, anchoring a pay-for-performance framework for NEO incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alaska Airlines / Alaska Air Group | Senior Attorney | 2006–2009 | Corporate legal counsel across commercial and compliance matters |
| Alaska Airlines | Associate General Counsel; Managing Director, Commercial Law & General Litigation | 2009–2011 | Led commercial contracting and litigation management |
| Alaska Airlines | Deputy General Counsel; Managing Director Legal | 2011–2016 | Oversaw legal operations and risk management |
| Alaska Air Group & Alaska Airlines | Vice President Legal; General Counsel | 2016–2020 | Elevated to enterprise GC; advanced ethics/compliance program |
| Alaska Air Group, Alaska Airlines, Horizon Air | SVP Legal; General Counsel & Corporate Secretary; CCEO | 2020–present | Executive leadership of legal, governance, and ethics; officer of multiple entities |
External Roles
No external public company directorships or roles disclosed for Mr. Levine in company filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 494,292 | 552,277 |
| PBP Target ($) | 393,750 (plan target) | 423,300 (plan target); 75% of base salary target participation |
| Actual Annual Bonus – PBP ($) | 475,125 | 829,284 |
| Stock Awards Grant-Date Fair Value ($) | 2,350,784 | 1,340,340 |
| Option Awards Grant-Date Fair Value ($) | 102,803 | — |
| All Other Compensation ($) | 211,946 | 168,679 |
All Other Compensation 2024 detail:
- 401(k) company contribution $26,052; DC-OSRP contribution $51,107; Travel benefits $48,823; Tax reimbursements on travel $31,676; Business travel tax $4,579; Life insurance premium over $50k $3,312; Additional premiums/taxes $376; Other $2,755; Total $168,680 .
Performance Compensation
Annual PBP Metrics and Outcomes (2024)
| Metric | Weight | Threshold | Target | Max | Actual | Payout % of Metric | Notes |
|---|---|---|---|---|---|---|---|
| Adjusted Pretax Profit % (ALK) | 60% | 4% | 6% | 9% | 9.04% | 120.00% | Non-GAAP per plan definitions |
| Safety – employee safety reports increase | 20% | 2% | 5% | 7% | 6.37% | 33.72% | Reinforces company-wide safety |
| Fuel Efficiency – gallons per flight hour | 10% | 858 | 851 | 843 | 846.62 | 15.48% | Sustainability-linked |
| Guest Experience – “very good/excellent” months | 10% | 6 | 8 | 10 | 3 | 0.00% | Customer satisfaction target |
| Margin Modifier (industry placement among DL/UA/AA/LUV/JBLU) | + up to 60 pts | — | — | — | 1st place | +60.00% | Alignment to outperforming peers |
| Total PBP payout | — | — | — | 200% cap | Calc 229.20% capped | 200.00% | Executive cap applies |
Mr. Levine also earned $869 under the monthly Operational Performance Reward (OPR) program (safety/on-time) in 2024 .
Long-Term PSUs (ROIC) and TSR
| Award/Period | Metric & Targets | 2024 Outcome | Payout Mechanics |
|---|---|---|---|
| 2024–2026 PSUs | ROIC thresholds: 6.0% (50%), 7.5% (100%), 8.5%+ (200%) for 2024 portion; 2025–2026 set annually | ROIC 10.5% → 200% for 2024 portion | Final payout is average of three annual outcomes; time-based employment requirement |
| 2022–2024 PSUs (granted 2022) | 80% Relative TSR vs peer airlines (ex-HA in 2024), 20% leadership representation | Committee approved total payout 112%: TSR metric 140%, leadership metric 0% | Vests at period end; aligns to shareholder returns |
| 2021–2023 PSUs (granted 2021) | 80% Relative TSR; 20% leadership representation | Total payout 75%: TSR 90%, leadership 0% | Closed Feb 2024; reflects pandemic-era design |
2024 Equity Grants (Levine)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (annual) | 3/19/2024 | 17,720 | 670,170 | 1/3 each on 2/13/2025, 2/13/2026, 2/13/2027 |
| PSUs (annual target) | 3/19/2024 | 17,720 target (8,860 threshold; 35,440 max) | 670,170 | 3-year performance period through 12/31/2026 |
| RSUs (additional) | 11/2/2023 | 9,714 | 628,982 | 4,857 on 11/2/2025; 4,857 on 11/2/2026 |
| RSUs (annual) | 5/4/2023 | 7,740 | 501,165 | Fully vests 5/4/2026 |
Equity Ownership & Alignment
- Beneficial ownership: 26,757 common shares; 35,202 options exercisable within 60 days; total beneficial ownership 61,959 shares; less than 1% of outstanding shares (122,751,785) .
- Stock ownership guidelines: Senior Vice Presidents must hold 1.5x base salary; executives must retain 50% of net shares until guideline met; all NEOs were compliant as of Dec 31, 2024 .
- Hedging/Pledging policy: Executives are prohibited from hedging and pledging Alaska Air Group stock; policy bars margin accounts and speculative derivatives .
- Upcoming vesting that may create selling pressure:
- RSUs 17,720 vesting in equal thirds on 2/13/2025, 2/13/2026, 2/13/2027 .
- RSUs 9,714 vesting on 11/2/2025 and 11/2/2026 .
- RSUs 7,740 vesting fully on 5/4/2026 .
- Options outstanding and scheduled vesting:
- 2022 grant: options vest 1,564 on 2/7/2025 and 1,806 on 2/7/2026 .
- 2023 grants: options vest 1,815 at $55.74 on 2/9/2025; 363 at $55.36 on 2/7/2025; 122 at $55.36 on 2/7/2026 .
Employment Terms
- Change-in-control agreements: Double-trigger required (consummation and termination without cause/for good reason). Employment period is 36 months for CEO/EVPs and 24 months for Mr. Levine (SVP). Cash severance equals value of salary and incentive for full employment period, paid lump sum; benefits and travel provided; equity accelerates (target PSUs) if awards are not assumed or upon qualifying termination .
- Severance policy (outside change-in-control): One-time cash payment equals compensation multiple times base salary plus average short-term bonus over prior 3 years, plus employer-paid health contribution multiple; multiples are 2x for CEO and 1.5x for other NEOs (including SVPs); travel wallet and outplacement up to $25,000; equity treatment at Committee discretion .
- Illustrative termination values (as of 12/31/2024):
- Termination without cause (outside CoC): Cash severance $1,555,209; benefit continuation $10,730; air travel benefit $43,266; outplacement $25,000; equity acceleration $0; total $1,634,205 .
- Change-in-control termination (double-trigger): Cash severance $2,073,612; enhanced retirement $170,466; benefit continuation $65,432; air travel $17,068; equity acceleration $4,189,041; excise tax –$681,365; total $5,834,254 .
- Clawback policy: Mandatory recovery for executive officers in event of material restatement (regardless of fault), and discretionary compliance policy enabling recovery/forfeiture for legal or policy violations (including negligent conduct causing reputational harm), with required disclosures under SEC rules .
Performance Compensation
| Component | Structure | Alignment |
|---|---|---|
| Annual PBP | Company-wide metrics (profitability, safety, fuel efficiency, guest experience) with industry margin modifier; executive payout capped at 200% | Anchors incentives to controllable operating and financial outcomes and relative profitability |
| PSUs | Three-year ROIC targets (set annually) or relative TSR depending on grant year; payouts 0–200% | Long-term alignment to capital efficiency and shareholder returns; 2024 ROIC achieved above max |
| RSUs | Service-based vesting over 3 years | Retention and long-term alignment to stock price |
Compensation & Incentives Detail (Levers)
- Target participation (PBP) for Mr. Levine: 75% of base salary in 2024 .
- 2024 PBP payout mechanics yielded 200% of target for executives; Mr. Levine’s actual non-equity incentive was $829,284 .
- 2024 equity grants for Mr. Levine were balanced 50% PSUs and 50% RSUs (total target $1,340,340), with specific share counts and vesting schedules noted above .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited (alignment positive) .
- Option repricing: Not permitted without shareholder approval .
- Related-party transactions: None requiring disclosure since Jan 1, 2024 .
- Section 16 compliance: Several Forms 4 (including Mr. Levine) filed one day late on Feb 16, 2024 (administrative timing issue) .
- Say-on-Pay: 96% approval at 2024 annual meeting (supportive) .
Equity Ownership & Deferred Compensation
| Item | Amount |
|---|---|
| Beneficial ownership (common) | 26,757 shares |
| Options exercisable within 60 days | 35,202 |
| NDCP registrant contribution (2024) | $59,181 |
| NDCP aggregate balance (12/31/2024) | $295,040 |
Compensation Peer Group & Governance
- Air group peer companies for benchmarking include AC, AAL, DAL, HA, JBLU, SKYW, LUV, SAVE, UAL; broader transportation/travel peers also considered; targets around median with emphasis on variable pay (81% for non-CEO NEOs) .
- Stock ownership requirements: 1.5x base for SVPs; compliant status achieved by all NEOs as of 12/31/2024 .
Investment Implications
- Alignment: ROIC-based PSUs (200% for 2024 portion) and profit-focused PBP with peer margin modifier reinforce value creation and industry outperformance, supporting sustainable incentive payouts .
- Retention risk: Significant RSU tranches vesting in 2025–2027 and broad option schedules may create sellable supply but also provide retention hooks; no pledging or hedging mitigates misalignment .
- Change-in-control economics: Double-trigger design, with equity acceleration and material cash severance for Mr. Levine, implies potential event-driven realization; shareholder-friendly guardrails (no tax gross-ups, severance ratification above 2.99x) temper risk .
- Governance signals: Strong say-on-pay (96%) and expansive clawback framework (mandatory and discretionary) reduce compensation risk; minor filing delay noted but immaterial .