Patricia Bedient

About Patricia M. Bedient

Independent Non‑Executive Board Chair of Alaska Air Group (ALK); age 71; director since 2004. Former EVP & CFO of Weyerhaeuser and long‑time Arthur Andersen partner; CPA since 1978 and NACD Cyber‑Risk Oversight certificate holder. Education: BS, Oregon State University. Elected Non‑Executive Board Chair in 2022; leads independent director oversight and CEO evaluation .

Past Roles

Organization	Role	Tenure	Committees/Impact
Weyerhaeuser Company	EVP & CFO; previously SVP Finance & Strategic Planning; VP Strategic Planning	CFO 2007–2016; SVP Finance 2006–2007; joined 2003	Led finance and investor relations for a large public industrial company
Arthur Andersen LLP (Seattle, Portland, Boise)	Managing Partner (Seattle); Partner; CPA	27‑year career; CPA since 1978; joined ALK’s board 2004	Senior audit/accounting leadership; public company governance exposure

External Roles

Organization	Role	Committees
Suncor Energy Inc.	Director	Audit (Chair); Governance & Nominating (Member)
Park Hotels & Resorts Inc.	Director	Audit (Chair); Governance & Nominating (Chair)
Alaska Airlines & Horizon Air (ALK subsidiaries)	Director	—
Oregon State University Foundation	Trustee	—
Overlake Medical Center	Trustee	—
UW Foster School of Business Advisory Board	Advisor	—

Board Governance

Role and independence: Non‑Executive Board Chair; independent per NYSE and ALK standards .
Chair responsibilities: Presides at all meetings and quarterly executive sessions; sets agendas/schedules; leads CEO evaluation and director self‑assessments; engages with major shareholders as requested .
Committees: Board Chair (no committee membership); committees staffed entirely by independent directors .
Attendance and engagement: Board met 5 times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting .
Governance practices (signals): Proxy access, majority voting, 9/10 independent nominees, no poison pill, right to call special meeting at 10%, director stock ownership requirement of 6× cash retainer .

Fixed Compensation (Director)

Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
2024	240,043	139,957	19,889	399,889

2024 board compensation structure: annual cash retainer $90,000; annual stock retainer $140,000; additional annual cash retainer for Non‑Executive Board Chair $150,000; committee chair retainers $30,000 (Audit), $25,000 (Compensation), $20,000 (Governance, Safety, Innovation) .
Stock delivery form: In May 2024, Bedient was issued 3,191 vested shares (not DSUs) against her 2024 stock retainer .
Perquisites: Positive‑space travel on Alaska/Horizon/Hawaiian; annual $10,000 Mileage Plan miles; tax gross‑up reimbursements for travel benefit; directors hold no outstanding stock options .

Performance Compensation (Director)

Element	Status	Notes
Non‑equity incentive plans	None	Non‑employee directors do not participate in non‑equity incentive plans
Option awards	None outstanding	Directors do not hold options; plan prohibits repricing without shareholder approval

Other Directorships & Interlocks

Company	Industry adjacency to ALK	Potential conflict commentary
Suncor Energy Inc.	Energy (jet fuel supply chain adjacency)	ALK reports no related‑party transactions requiring disclosure since Jan 1, 2024
Park Hotels & Resorts Inc.	Lodging	No related‑party transactions requiring disclosure

ALK policy limits directors to three other public boards (two if they serve as chair/lead independent elsewhere); all directors are in compliance .

Expertise & Qualifications

Financial/accounting and investor relations; audit committee leadership across multiple public companies .
CPA since 1978; NACD Cyber‑Risk Oversight certificate (cyber risk governance) .
Business development/M&A; public company governance; strategy .

Equity Ownership (Alignment)

Item	Amount/Status
Common stock beneficially owned	59,729 shares (includes DSUs described below)
DSUs granted to date	25,539 units (convert to shares upon Board departure)
Percent of outstanding	Less than 1%
Director ownership guideline	6× annual cash retainer; all non‑employee directors met requirement as of Dec 31, 2024
Hedging/pledging	Prohibited for directors (no pledging, short sales, derivatives; no margin accounts)

Governance Assessment

Strengths: Independent Chair with deep CFO/audit background; quarterly executive sessions; robust shareholder rights (proxy access, majority voting, 10% special meeting); strong ownership alignment (6× retainer guideline), explicit anti‑hedging/pledging; no related‑party transactions requiring disclosure; director compensation near airline peer median with transparent structure .
Risks/considerations: Multiple external board roles (Suncor, Park) increase time demands, though compliant with ALK’s limit policy; energy sector adjacency noted but no related‑party transactions disclosed. Oversight burden elevated during Hawaiian integration—Chair’s engagement crucial to sustain governance quality .
Investor confidence signals: 2024 say‑on‑pay support of 96% on prior year executive compensation; broad shareholder engagement (~50% of common stock reached out for feedback) .

Compensation committee independence and use of independent consultant (Meridian); committee composition and interlocks disclosed—no insider participation or conflicts; consultant independence affirmed .

Safety and operational metrics heavily embedded in executive pay plans (not director pay), reflecting board emphasis on safety and financial performance alignment across ALK .

RED FLAGS

None disclosed for Bedient: No related‑party transactions requiring Item 404(a) disclosure; hedging/pledging prohibited; directors attended ≥75% of meetings in 2024 .

Notes on Insider Trades

Form 4 insider trading data is not included in ALK’s proxy; no insider trading table for Bedient was disclosed in DEF 14A. Refer to SEC Forms 3/4/5 for transaction‑level detail; ALK’s insider trading policy and prohibitions summarized above .