Barney Harford
United Airlines HoldingsAbout Barney Harford
Barney Harford is an independent director of United Airlines Holdings, Inc. (director since 2016), age 53. He holds an MBA from INSEAD and BA/MA in Natural Sciences from the University of Cambridge. Core credentials include CEO experience at Orbitz, COO experience at Uber, and senior leadership at Expedia with global operations and technology execution expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uber Technologies, Inc. | Chief Operating Officer | 2018–2019 | Led operations and risk management at scale |
| Orbitz Worldwide, Inc. | Chief Executive Officer | 2009–2015 | Consumer brand leadership; technology deployment track record |
| Expedia, Inc. | President, Asia Pacific; multiple roles | 1999–2006 (APAC: 2004–2006) | Led entry into China, Australia, Japan; global ops experience |
External Roles
| Category | Current | Former (past five years) |
|---|---|---|
| Public company directorships | None | None |
Board Governance
- Independence: Determined independent; all members of Audit, Compensation, and Nominating/Governance Committees are independent under SEC/Nasdaq standards .
- UAL committees: Audit (member), Finance (member), Public Responsibility (member). No chair roles .
- Meeting cadence and attendance: Board met 9 times in 2024; Audit 8, Compensation 7, Executive 4, Finance 5, Nominating/Governance 5, Public Responsibility 4. Each incumbent director nominee attended at least 75% of Board and applicable committee meetings in 2024; directors are required to attend annual meetings (all directors standing for election attended in 2024) .
- Executive sessions: Independent directors hold executive sessions at each quarterly Board meeting; also scheduled for each regular quarterly committee meeting .
- Governance policies: Majority voting in uncontested elections; strong related-party transaction policy; prohibition on hedging/pledging; robust director stock ownership guidelines .
Fixed Compensation
| Element (Director Program) | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $115,000 (2024 program) | Paid quarterly; no meeting fees |
| Annual equity award (share units) | $180,000 initial value (2024) | One-year vest; settlement 50% cash/50% stock (electable) |
| Committee chair cash retainers | Audit $30,000; Compensation $25,000; Executive/Finance/Nominating/Governance/Public Responsibility $20,000 | Chair only; not additive with member retainer |
| Committee member cash retainers | Audit $15,000; others $12,500 | Chair not eligible for member retainer |
| Chairman additional equity retainer | $225,000 | N/A to Harford |
2024 actual compensation (Harford):
| Component | Amount ($) | Detail |
|---|---|---|
| Fees earned in cash | 155,000 | Elected 100% deferral of Board/Committee fees into deferred share units |
| Stock awards (grant-date fair value) | 179,038 | 3,459 share units granted on May 23, 2024; elected 100% deferral |
| All other compensation | 90,081 | See breakdown below |
| Total | 424,119 |
All other compensation (2024) – breakdown:
| Perquisite/Benefit | Amount ($) |
|---|---|
| Charitable matching contributions | 20,000 |
| Tax reimbursement on flight benefits (gross-up) | 35,950 |
| Incremental cost of flight benefits | 12,731 |
| Charitable tickets donated (aggregate cost) | 14,600 |
| Cybersecurity/identity protection services | 6,800 |
| Total | 90,081 |
Compensation structural changes: Director cash retainer increased from $100,000 to $115,000; equity award from $170,000 to $180,000; Audit Chair retainer from $25,000 to $30,000; Compensation Chair from $20,000 to $25,000 (effective 2024), aligning with peer practices; Exequity advises on director pay .
Performance Compensation
| Metric or Feature | Applicability to Director Pay | Evidence |
|---|---|---|
| Performance-based equity or cash metrics (TSR/EBITDA/etc.) | Not used for non-employee directors; director equity awards are time-based share units vesting after one year | |
| Grant specifics (2024) | 3,459 share units granted (May 23, 2024); one-year vest; settlement 50% cash/50% stock unless elected otherwise |
Note: Performance metrics (Adjusted EPS, Pre-tax Margin, TSR modifier, etc.) apply to executive long-term incentives, not to director compensation .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Compensation Committee interlocks | Company disclosed no interlocks or insider participation for Compensation Committee; Harford is not a member of Compensation Committee |
| Public company boards (current) | None |
| Public company boards (past 5 years) | None |
Expertise & Qualifications
- Active/former C‑suite executive; consumer-facing brand leadership (Orbitz CEO; Uber COO) .
- Air/travel/transportation domain expertise and e‑commerce insight .
- Global operations, notably APAC market entry (China, Australia, Japan) .
- Technology/cybersecurity: experience leading large technology teams .
- Risk management experience from roles at Orbitz and Uber .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (Common Stock) | 119,954 shares; less than 1% of outstanding |
| Unvested share units vesting within 60 days (as of Mar 24, 2025) | 3,459 units |
| Deferred share units in DEIP share account (settle within 60 days post-separation) | 4,131 units |
| Stock ownership guidelines | 5× annual cash retainer ($575,000 based on 2024); all non-employee directors compliant or in transition as of Mar 31, 2025 |
| Pledging/hedging | Prohibited for officers/directors by Securities Trading Policy |
Governance Assessment
- Board effectiveness: Harford adds deep travel tech, operations, and risk management expertise across Audit, Finance, and Public Responsibility—aligned with UAL’s safety, technology, and capital oversight priorities; independence affirmed .
- Alignment: Deferral of 100% of cash and equity into share units and compliance with stringent stock ownership guidelines support skin‑in‑the‑game and long-term alignment; hedging/pledging prohibited .
- Attendance/engagement: Board/committee workload is robust (9 Board meetings; frequent committee sessions); incumbents met the 75% attendance threshold; independent director executive sessions each quarter .
- Conflicts/related parties: No related‑party transactions disclosed for Harford; strong Related Party Transaction Policy and mandatory recusal on conflicts mitigate risk .
- Compensation/perquisites red flags: Airline-standard travel benefits include tax reimbursements (gross‑ups) that some investors view unfavorably; however, equity-heavy director pay mix and one‑year vesting aim to align interests .