Hugh W. Jones
GogoAbout Hugh W. Jones
Hugh W. Jones (age 61) is Gogo’s Lead Independent Director and has served on the Board since 2016. He chairs the Compensation Committee and is a member of the Audit Committee. Jones is co‑founder of Basalt Investments, LLC; previously President of Sabre Airline Solutions (Apr 2011–Aug 2017), President & CEO of Travelocity, COO of Sabre Travel Network and Airline Solutions (1996–2011), and began his career at American Airlines in finance (1988). He has served on the board of Travelport (formerly Toro Private OpCo, LTD) since May 2019; his credentials include finance, controls, and deep airline technology/e‑commerce experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sabre Airline Solutions | President | Apr 2011–Aug 2017 | Led airline technology operations; finance/controls expertise cited |
| Travelocity | President & CEO | 1996–2011 (part of period) | Consumer travel/e‑commerce leadership |
| Sabre Travel Network & Airline Solutions | COO | 1996–2011 (part of period) | Operating leadership across travel tech |
| American Airlines | Finance roles | from 1988 | Early career finance foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Basalt Investments, LLC | Co‑founder | N/A | Private investment firm |
| Travelport (Toro Private OpCo, LTD) | Director | Since May 2019 | Travel technology; board role |
Board Governance
- Independence: Independent director; selected by independent directors as Lead Independent Director .
- Lead Independent Director responsibilities: Calls/chairs meetings of independent directors; liaison between Executive Chair/CEO and independents; approves agendas/materials; coordinates performance reviews; engages with major stockholders as appropriate .
- Committees: Compensation Committee Chair; Audit Committee member. Compensation Committee held 6 meetings in 2024; Audit Committee held 8 meetings in 2024. All members of these committees meet Nasdaq independence requirements; Audit Committee members are financially literate; Mr. Williams designated audit committee financial expert .
- Attendance: Company disclosed at least 75% Board and committee meeting attendance for each director in 2024; regular executive sessions of independent directors; all three standing committees consist solely of independent directors .
Fixed Compensation
| Element | 2024 Amount/Policy | Notes |
|---|---|---|
| Annual Board Retainer | $240,000 ($50,000 cash; $190,000 equity in DSUs; paid quarterly) | Applies to non‑employee directors; equity under 2016 and 2024 Omnibus Equity Incentive Plans |
| Committee Chair Fees | Compensation Chair: $15,000 cash; Audit Chair: $20,000; Nominating Chair: $10,000 | Jones is Compensation Chair (eligible for $15,000) |
| Lead Independent Director Fee | $15,000 cash | Jones is Lead Independent Director |
| Meeting Fees | None | No additional fees for attending Board/committee meetings |
| Quarterly DSU Grants (Hugh W. Jones) | Q1 2024: 5,410 units ($47,500); Q2 2024: 4,937 ($47,496); Q3 2024: 6,615 ($47,494); Q4 2024: 5,871 ($47,496) | Reflects regular quarterly equity retainer |
| 2024 Director Compensation (Hugh W. Jones) | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|
| Amounts | $65,000 | $189,986 | $254,986 |
| Citations |
Performance Compensation
| Compensation Element | Performance Metrics | Status |
|---|---|---|
| Director compensation | None disclosed (retainer in cash and DSUs; no meeting fees; options no longer granted after Q2 2021) | Not performance‑based |
Note: Performance metrics described in the proxy apply to executive officers’ bonus plans, not to director pay .
Other Directorships & Interlocks
| Person/Entity | Relationship | Relevance |
|---|---|---|
| Travelport (Toro Private OpCo, LTD) | Jones serves on board since May 2019 | Industry adjacency (travel technology); no Gogo related‑party transaction disclosed |
| GTCR (major holder) | Board designee (Mark Anderson) via 2021 exchange agreement; board observer rights tied to ownership | Shareholder influence framework; not specific to Jones |
Expertise & Qualifications
- Finance, financial reporting, compliance and controls; senior leadership/operations experience; deep airline technology and e‑commerce sector knowledge .
- Board matrix highlights finance/accounting, industry (wireless/telecom/airline/e‑commerce), strategic planning/operations, and senior leadership experience among post‑meeting board composition; Jones’ biography aligns with these categories .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Options Exercisable (within 60 days) | Deferred Share Units (DSUs) | Vested DSUs (excluded from beneficial ownership) |
|---|---|---|---|---|---|
| Hugh W. Jones | 167,382 | <1% | 117,382 | 132,681 | 133,254 |
| Citations |
- Retention/Alignment: Directors must retain shares received upon DSU settlement and, to the extent exercised, stock options (after‑tax net basis) until the earlier of one year after board service ends or a change in control; retention policy applies to grants on/after Sep 30, 2015 .
- Anti‑hedging/anti‑pledging: Company prohibits hedging and pledging of Company stock except in rare cases cleared in advance under rigorous conditions .
- Pledging status: No pledging by Jones disclosed in the proxy; beneficial ownership excludes DSUs pending settlement .
Governance Assessment
- Strengths: Independent, Lead Independent Director with clear authorities; chairs Compensation Committee; serves on Audit Committee; committees fully independent; regular executive sessions and at least 75% attendance for all directors in 2024; strong finance and airline tech background .
- Compensation structure: Mix of cash and equity DSUs aligns director interests with shareholders; additional fees tied to leadership roles (Compensation Chair, Lead Independent Director); transparent quarterly DSU grants and totals .
- Ownership alignment: Meaningful DSU holdings and legacy options; retention and anti‑hedging/pledging policies strengthen alignment; beneficial ownership is <1%—typical for non‑employee directors at this market cap .
- Conflicts/related‑party exposure: No related‑party transactions involving Jones disclosed; GTCR’s 2021 exchange agreement and designation of a director (Mark Anderson) noted but not a Jones conflict; Audit Committee oversees related‑person transactions per policy .
- Engagement: Compensation Committee (6 meetings) and Audit Committee (8 meetings) activity indicates active oversight; Audit Committee independence and financial literacy affirmed; designated audit financial expert on committee (Williams) .
Overall signal: Jones’ leadership as Lead Independent Director and Compensation Chair, coupled with industry‑relevant operating experience and independent committee structure, supports board effectiveness and investor confidence. Lack of disclosed conflicts and strong ownership/retention policies further reduce governance risk .