Patricia Bedient
ALASKA AIR GROUPAbout 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 .