Patrick O’Keeffe
About Patrick O’Keeffe
Patrick O’Keeffe (age 61) is an independent director of Sun Country Airlines Holdings, Inc., serving on the board since April 2022. He spent over 30 years at American Airlines, including as Senior Vice President, People (2017–2020), leading global talent, compensation, benefits, engagement, and DEI, following multiple IT leadership roles; he holds an MBA from Rice University and a BBS in accounting and finance from the University of Limerick .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Airlines Group, Inc. | Senior Vice President, People | 2017–2020 | Led talent acquisition & development, compensation, health & wellness, pension/401(k), engagement, and DEI globally |
| American Airlines Group, Inc. | Multiple IT leadership positions | Prior to 2017 | Senior IT roles supporting airline operations and technology strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ID90 Travel | Advisory Board Member | Current | Travel technology platform; advisory capacity |
Board Governance
- Independence: Determined by the Board to be independent under Nasdaq rules .
- Committee assignments: Chair, Compensation and Human Resources Committee; Member, Nominating and Corporate Governance Committee .
- Attendance: Directors achieved 100% attendance at 7 Board and 18 committee meetings in 2024; committee-level 100% attendance for members .
- Executive sessions: Non-management directors meet in executive session regularly .
- Annual meeting attendance: O’Keeffe attended the 2024 annual meeting .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation & Human Resources | Chair | 6 | Oversees executive comp, incentive plans, HR policies, and succession; retains independent consultant (Meridian) |
| Nominating & Corporate Governance | Member | 4 | Director selection, independence, governance guidelines, Board/CEO evaluations, sustainability oversight |
Fixed Compensation
Director fee policy (2024):
- Annual cash retainer: $75,000; Chair of Board: $125,000 .
- Committee chair fees: Audit $25,000; Compensation & HR $20,000; Nominating & Corporate Governance $15,000; Safety $15,000 .
- Annual equity retainer: RSUs grant-date value $120,000; Chair of Board $170,000; RSUs generally vest on first anniversary .
Actual 2024 director compensation (Patrick O’Keeffe):
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | $80,000 |
| Stock awards (grant-date fair value) | $120,000 |
| All other compensation | — |
| Total | $200,000 |
Performance Compensation
- Structure: Non-employee directors receive annual RSUs; no performance metrics tied to director RSUs (time-based vesting) .
- Grant cadence: Generally granted in connection with the annual stockholders’ meeting; one-year vesting .
- Outstanding director equity: O’Keeffe held 11,386 unvested RSUs as of December 31, 2024 .
| Award Type | Grant-Date Value ($) | Vesting | Unvested Units Outstanding |
|---|---|---|---|
| RSUs (annual equity retainer) | $120,000 | Vest on first anniversary (continued board service) | 11,386 units |
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public company directorships disclosed beyond Sun Country |
| ID90 Travel | Private | Advisory Board Member | No related-party transactions disclosed with ID90; advisory capacity |
- Compensation committee interlocks: None; committee members (including O’Keeffe) were independent, had no relationships requiring Item 404 disclosure, and no cross-board compensation committee interlocks with Sun Country executives .
Expertise & Qualifications
- Industry: Airline industry executive experience .
- Talent management and HR leadership: Deep expertise; skills matrix highlights Talent Management .
- Digital/IT: Significant IT leadership background; skills matrix highlights Digital Technology/Innovation .
- M&A and Senior Executive experience: Skills matrix indicates experience .
| Skill/Experience | Relevance |
|---|---|
| Airline Industry | ✓ O’Keeffe marked; brings operating context |
| Senior Executive | ✓ Skills matrix; former SVP |
| Digital Technology/Innovation | ✓ Skills matrix; prior AA IT leadership |
| Talent Management | ✓ Skills matrix; led global People function |
| Mergers & Acquisitions | ✓ Skills matrix |
| Sales & Marketing | ✓ Skills matrix |
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Patrick O’Keeffe | 28,703 | * (<1%) | Includes 11,386 shares issuable upon RSUs vesting within 60 days |
- Shares outstanding at record date: 53,207,689 .
- Hedging/pledging: Company policy prohibits hedging; “best practices” note no hedging or pledging of equity securities .
Governance Assessment
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Strengths:
- Independence, 100% attendance, and active leadership as Compensation & HR Chair support board effectiveness .
- Use of independent compensation consultant (Meridian) and formal risk assessment reduces pay-risk concerns .
- No related-party transactions involving directors beyond disclosed arms-length arrangements; no Item 404 relationships for comp committee members .
- Director compensation mix includes meaningful equity (RSUs), aligning incentives with shareholders; no performance metrics for director RSUs avoids short-termism .
-
Watch items / potential conflicts:
- Income Tax Receivable Agreement (TRA) provides payments to certain pre-IPO stockholders including certain directors; while names are not specified, TRA can create perceived conflicts if beneficiaries influence decisions (aggregate expected payments ~$97.69 million as of Dec 31, 2024) .
- Amazon retains a board nomination right while the ATSA remains in effect, though it has not exercised it; continued cargo relationship and governance rights warrant monitoring for influence dynamics .
-
Shareholder oversight signals:
- Say-on-pay support ~95% in 2024 indicates broad investor alignment with compensation frameworks overseen by the Compensation & HR Committee chaired by O’Keeffe .
- Insider trading policy prohibits hedging/derivatives and margin purchases; supports alignment and risk control .