Raymond Conner
Director at ALK
Board
About Raymond L. Conner
Independent director since 2018; age 69. Former Vice Chairman of The Boeing Company and President & CEO of Boeing Commercial Airplanes (2013–2017), with deep airline, safety, and supply-chain expertise. Education: BS, Central Washington University; MBA, University of Puget Sound. Current roles include Operating Advisor at Clayton, Dubilier & Rice (since 2018) and Chairman of Pursuit Aerospace (since 2023). Serves as Chair of Alaska Air Group’s Compensation & Leadership Development Committee and is a member of the Safety Committee. All non‑employee directors, including Conner, are independent under NYSE standards. Each director attended at least 75% of Board/committee meetings in 2024 and attended the annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Vice Chairman | 2013–2017 | Senior leadership, commercial aviation strategy |
| Boeing Commercial Airplanes | President & CEO | 2013–2017 | Led global commercial programs; investor relations and operations oversight |
| Boeing Commercial Airplanes | VP & GM, 777 Program | 2001–2003 | Program leadership |
| Boeing Commercial Airplanes | VP, Sales – Americas | 2003–2007 | Commercial sales leadership |
| Boeing Commercial Airplanes | VP & GM, Supply Chain Mgmt & Operations | 2008–2011 | Supply chain & operational excellence |
| Boeing | VP, Sales/Marketing/Commercial Aviation Services | 2012 | Commercial services growth |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Clayton, Dubilier & Rice, LLC | Operating Advisor | 2018–Present | Private | PE operating advisor |
| Pursuit Aerospace | Chairman | 2023–Present | Private | Complex aircraft engine components manufacturer |
| Central Washington University | Board of Trustees | N/A | Public (academic) | Trustee |
| Alaska Airlines & Horizon Air (subsidiaries) | Director | N/A | Private (subsidiaries) | Subsidiary boards of ALK |
Board Governance
- Committee assignments: Chair—Compensation & Leadership Development (CLD); Member—Safety.
- Independence: Independent director (NYSC standards and company guidelines).
- Attendance: Board met 5x in 2024; CLD 4x; Safety 4x; each director attended ≥75% and the annual meeting.
- CLD scope: CEO/exec pay, incentive plans, equity grants, succession planning, clawback administration, consultant oversight (Meridian independent).
- Safety scope: Oversight of passenger/employee safety, aviation security, internal safety audits, advice on safety metrics in pay plans.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 115,043 | Includes base retainer and CLD chair fee |
| Stock Awards ($) | 139,957 | Annual stock retainer; issued as vested shares |
| All Other Compensation ($) | 14,981 | Positive-space travel + miles + tax reimbursements |
| Total ($) | 269,981 |
Director compensation structure (program-level):
- Annual cash retainer: $90,000; annual stock retainer: $140,000; CLD chair fee: $25,000; Safety chair fee: $20,000; Non-executive Board Chair add’l retainer: $150,000; Hawaiian Holdings subsidiary board chair add’l retainer: $20,000.
2024 equity grant detail:
| Grant Date | Type | Shares | Vesting | Detail |
|---|---|---|---|---|
| May 2024 | Vested shares | 3,191 | Fully vested at grant | Conner elected vested shares (not DSUs) |
Program conditions:
- Non‑employee directors: no outstanding stock options; no non‑equity incentive plans; no nonqualified deferred comp (other than DSU election alternative); no pension benefits.
Performance Compensation
- None for directors; equity is granted as vested shares or DSUs without performance metrics.
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| None disclosed (public companies) | — | No current public company boards listed for Conner in proxy. |
| Compensation Committee Interlocks | — | No interlocks or insider participation issues for CLD members (Conner, Hogan, Lofton, Sandvik). |
Expertise & Qualifications
- Skills matrix indicators: Airline/Transportation/Safety; Government/Regulatory; HR/Organizational Strategy; Investor Relations; Public Company Governance; Strategy; CEO experience; Technology/cybersecurity moderate.
- Prior executive leadership (Boeing) and operating advisor in aerospace manufacturing.
Equity Ownership
| Metric | Value |
|---|---|
| Common Stock Beneficially Owned | 17,162 shares |
| Options Exercisable within 60 Days | 0 (none for non‑employee directors) |
| Total Shares Beneficially Owned | 17,162 shares |
| Ownership % of Outstanding Shares | <1% |
| Vested vs. Unvested | 17,162 vested; 0 unvested (past awards) |
| Stock Ownership Guideline | 6x annual cash retainer; all non‑employee directors met guideline as of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors; no pledging allowed |
Governance Assessment
- Strengths: Independent CLD chair role; clear scope over pay, succession, clawbacks; independent consultant (Meridian); robust safety oversight via committee membership; anti‑hedging/pledging; majority voting; proxy access; director stock ownership at 6x cash retainer; all directors compliant. These support alignment and board effectiveness.
- Attendance/Engagement: Board/committee cadence and minimum attendance met; annual meeting attendance confirmed.
- Compensation alignment: Director pay positioned near airline peer median after market review; mix is cash + vested equity; perquisites modest and airline‑typical (positive‑space travel, miles).
- Conflicts/Related parties: No related‑party transactions requiring disclosure since Jan 1, 2024; broad policy for reviewing related person transactions via Audit Committee. Boeing past employment noted; no material related‑party interests disclosed.
- RED FLAGS: None disclosed on attendance, interlocks, related‑party transactions, hedging/pledging, option repricing, or tax gross‑ups. Clawback framework exceeds baseline (mandatory restatement clawback plus discretionary compliance recovery).
Notes for Investors
- Committee influence: As CLD Chair, Conner shapes executive pay metrics (e.g., adjusted pretax margin, safety, fuel efficiency, guest experience in PBP; ROIC in PSUs), clawback enforcement, and succession—key levers of performance and governance quality.
- Safety credibility: Aerospace operating leadership plus Safety Committee membership strengthen safety culture oversight, a material risk area for an airline.