Peter Shimer
ALASKA AIR GROUPAbout Peter A. Shimer
Peter A. Shimer (age 62) is a first‑time director nominee elected to the Alaska Air Group (ALK) board on May 8, 2025. He is a former interim CEO (2022–2023), US COO, and CFO of Deloitte, with deep finance, accounting, M&A, governance, risk, and compliance experience; he holds a BA from the University of Washington . The Board has determined Mr. Shimer is independent under NYSE and company standards; he remains a partner at Deloitte until May 31, 2025, with no relationship to services performed for ALK and no direct or indirect material interest in such services . He was elected with 90,209,552 votes “For” and 471,148 “Withheld” at the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte | Interim Chief Executive Officer | 2022–2023 | Led firm; governance, strategic investment evaluation (acquisitions/JVs/technology), cost leadership |
| Deloitte | US Chief Operating Officer | Not disclosed | Oversaw operational performance; investment evaluation; risk and compliance advising |
| Deloitte | Chief Financial Officer | Not disclosed | Financial/accounting leadership; board/audit committee advisory experience |
| Deloitte | Chair, US Operating Committee; Member/Chair, US Executive Committee; Seattle Managing Partner | Not disclosed | Governance, strategy, and operational oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fred Hutchinson Cancer Center | Board service (non‑public) | Current | Listed as current non‑public board service |
Board Governance
- Independence and appointment:
- The Board determined Mr. Shimer is independent; he was elected May 8, 2025 with 90,209,552 votes “For” .
- He is identified by the Board as an “Audit Committee financial expert” under SEC rules, along with directors Yeaman and Beer .
- Committee assignments and structure (current state in proxy):
- As of the 2025 proxy (pre‑election snapshot), Shimer was a nominee with no committee assignment shown; committees consist solely of independent directors .
- Board and committee meeting cadence (2024):
- Board met 5 times; Audit 4; Compensation & Leadership Development 4; Governance/Nominating/Corporate Responsibility 3; Safety 4; Innovation 3 .
- Each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting (note: Shimer was not on the Board in 2024) .
| Committee | 2024 Meetings | Notes |
|---|---|---|
| Board of Directors | 5 | Each director ≥75% attendance; all attended 2024 annual meeting (pre‑Shimer) |
| Audit | 4 | Audit Committee composed of independent directors |
| Compensation & Leadership Development | 4 | Independent directors only |
| Governance, Nominating & Corporate Responsibility | 3 | Independent directors only |
| Safety | 4 | Independent directors only |
| Innovation | 3 | Independent directors only |
- Oversight scopes (charter highlights): Governance (board composition, sustainability oversight), Safety (aviation safety/security), Innovation (technology/innovation strategy and risk) .
Fixed Compensation
Director compensation policy for 2024 (framework applicable to non‑employee directors; Shimer’s 2025 compensation will follow Board policy unless changed):
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer | $90,000 | |
| Annual stock retainer | $140,000 (shares or vested deferred stock units at director’s election) | |
| Board Chair additional cash retainer | $150,000 | |
| Committee Chair retainers | Audit $30,000; Compensation & Leadership Development $25,000; Governance/Nominating/CR, Safety, Innovation $20,000 each | |
| Subsidiary (Hawaiian Holdings) board chair retainer | $20,000 | |
| Travel benefits | Complimentary positive‑space travel on Alaska, Horizon, and Hawaiian; annual 10,000 Mileage Plan miles; tax reimbursements on travel benefits | |
| Options/bonuses/pension/deferred comp | No options outstanding; no non‑equity incentive plans; no nonqualified deferred comp (other than DSU election); no pension benefits |
2024 Director Compensation (context): Total 2024 compensation for peers ranged from ~$242k–$400k depending on chair roles and travel/other value; e.g., Bedient $399,889; Beer $273,263; Conner $269,981; Elwell $244,981; Hogan $296,576; Lofton $242,527; Sandvik $261,877; Thompson $242,221; Yeaman $284,078 .
Performance Compensation
- Non‑employee directors do not receive performance‑based bonuses or options; equity awards are time‑vested grants of shares or vested DSUs per annual stock retainer election .
| Metric Category | Applicable to Directors? | Details |
|---|---|---|
| Cash bonus (annual/target/actual) | No | Directors do not participate in non‑equity incentive plans |
| Stock options (strike/vesting/expiry) | No | No outstanding stock options; directors do not receive options |
| RSU/PSU performance metrics | Not applicable | Annual director equity is fixed‑value stock or DSUs (vested at grant), not PSU metrics |
| Clawback | Plan‑level clawback applies to equity plan; shareholder proposal to amend clawback failed in 2025 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Shimer in ALK proxy |
| Non‑public/other boards | Fred Hutchinson Cancer Center (current) |
| Committee interlocks | Board independence standards prohibit interlocking directorates; Board determined Shimer is independent |
Expertise & Qualifications
- Board‑designated skills and biography emphasize: financial/accounting and investor relations expertise; M&A/business development; public company governance; technology exposure; CEO experience. The Board also identifies him as an Audit Committee financial expert .
- Education: BA, University of Washington .
Equity Ownership
| Item | Status |
|---|---|
| Beneficial ownership (shares/% outstanding) | Not disclosed for Shimer in the March 14, 2025 “Securities Ownership of Management” table (table lists other directors/NEOs) |
| Director stock ownership guideline | 6x annual cash retainer (including subsidiary retainers); to be met within six years; DSUs count toward guideline |
| Compliance status | All non‑employee directors met the guideline as of Dec 31, 2024 (pre‑Shimer) |
| Hedging/pledging | Not specifically disclosed for Shimer; general insider trading and speculative transactions topics are included in proxy contents |
Governance Assessment
-
Strengths
- Independence and audit credibility: Board determined Shimer is independent despite ongoing Deloitte partnership through May 31, 2025; he is designated an Audit Committee financial expert, supporting audit oversight credibility .
- Shareholder support: Strong election result (90.21M For; 0.47M Withheld) indicates investor confidence in his candidacy .
- Director alignment: Robust equity‑heavy retainer structure ($140k stock vs $90k cash), with 6x cash retainer ownership guideline; DSU deferral aligns with long‑term interests .
-
Watch items / potential conflicts
- Deloitte affiliation timing: He remains a Deloitte partner until May 31, 2025; Board states no relationship to services for ALK and no material interest. ALK’s auditor is KPMG (ratified for FY2025), which reduces conflict risk; continue monitoring any Deloitte engagements with ALK or affiliates post‑May 2025 .
- Committee placement pending: As a new director in 2025, committee assignments were not shown at proxy print; investors should track post‑meeting committee appointments given his audit expertise .
-
Related‑party / red flags
- The company reports no transactions requiring Item 404(a) related‑party disclosure since Jan 1, 2024; related‑party transactions policy requires Audit Committee review/approval for >$120k transactions with a related person .
-
Shareholder feedback signals
- 2025 Say‑on‑Pay passed (For: 88,089,246; Against: 2,162,742; Abstain: 428,712), suggesting broad support for compensation practices; shareholder proposal to amend the clawback policy failed (For: 3,891,347; Against: 86,121,899; Abstain: 667,454) .
Notes on Committee Oversight Scopes (for investor context)
- Governance/Nominating/CR: Board composition, independence evaluation, sustainability oversight, political engagement oversight .
- Safety: Passenger/employee safety culture and security, internal safety audits, HSE practices; advises on safety metrics in compensation .
- Innovation: Oversight of innovation strategy, technology risk/opportunity (including AI/cyber trends), resource allocation .
Appendix: Board Culture & Process Indicators
- Governance Highlights: 9/10 nominees independent; independent Board Chair; regular executive sessions; majority voting; proxy access; directors limit outside boards; stock ownership guidelines; no poison pill .
- Meeting participation: Each director met ≥75% attendance in 2024; all attended 2024 annual meeting (pre‑Shimer) .
Citations: