Brian Noyes
United Airlines HoldingsAbout Brian Noyes
Brian Noyes, age 55, was appointed to the United Airlines Holdings, Inc. Board on January 15, 2025 as the ALPA (Air Line Pilots Association) director elected by the holder of Class Pilot MEC Junior Preferred Stock; he is a current United Airlines pilot and is not considered an independent director under Nasdaq and company standards due to his employee and union affiliation . He holds a BS in Aeronautical Science from Embry‑Riddle Aeronautical University and currently flies Boeing 787 aircraft, bringing deep frontline aviation and union relations experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Airlines, Inc. | Pilot (Boeing 787) | 1995–present | Operational flight experience; safety and frontline perspective |
| ALPA United Airlines Master Executive Council | Chair | 2025–present | Union leadership; human capital and labor relations expertise |
| Flight Time Duty Time (ALPA‑I) | Chair and Member | 2015–2024 | Pilot fatigue policy experience |
| Fatigue Management (IFALPA) | Co‑Chair and Member | 2020–2024 | International pilot fatigue management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | No current or recent public company directorships disclosed |
Board Governance
- Seat: ALPA‑elected director; Class Pilot MEC Junior Preferred Stock grants ALPA the right to elect one Board member each annual meeting, remove, and fill vacancies .
- Independence: Not independent; Board determined Messrs. Kirby and Johnsen and Captain Noyes do not qualify as independent due to employment/union affiliation .
- Committees: None (no committee assignments listed for Captain Noyes) .
- Director since: January 15, 2025 (appointed to fill ALPA vacancy following Captain Anne Worster’s resignation on January 13, 2025) .
- Attendance: Board met 9 times in 2024; committees met Audit 8, Compensation 7, Executive 4, Finance 5, Nominating/Governance 5, Public Responsibility 4; the ≥75% meeting attendance statement applies to incumbent directors during 2024 and does not cover Noyes (joined 2025) .
Fixed Compensation
| Element | Status/Amount | Notes |
|---|---|---|
| Cash retainer | Not entitled | Directors elected by classes other than Common Stock (ALPA/IAM) receive no cash compensation . |
| Equity retainer | Not entitled | Directors elected by classes other than Common Stock (ALPA/IAM) receive no equity compensation . |
| Travel benefits | Eligible | Flight benefits and United Club access; benefits are taxable with certain tax reimbursement up to annual limits; exposure to operations encouraged . |
| Charitable match | Eligible up to $20,000 | Matching charitable contributions up to $20,000 per year; applies to ALPA/IAM directors . |
| Cybersecurity/ID protection | Available to directors | United makes cybersecurity/identity protection services available; 2024 per‑participant cost $6,800 (program disclosure) . |
| Indemnification & insurance | Provided | Liability insurance and indemnification per governing documents . |
Performance Compensation
| Element | Status | Metrics/Terms |
|---|---|---|
| Performance equity (RSUs/PSUs) | None | ALPA director is not entitled to equity awards; therefore no performance metrics apply . |
Other Directorships & Interlocks
- Public company boards: None .
- Structural interlock: Seat is directly elected by ALPA under preferred stock rights; represents organized labor on Board (governance structure) .
Expertise & Qualifications
- Air, travel & transportation: Active Boeing 787 pilot; extensive frontline operations experience .
- Human capital management/union relations: Chair of ALPA MEC; prior roles in fatigue management committees; deep labor relations perspective .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Common Stock) | — | No shares reported; less than 1% of class . |
| Ownership guidelines applicability | Not applicable (non‑employee directors only) | 5x annual cash retainer applies to non‑employee directors; ALPA/IAM directors are excluded from cash/equity program . |
| Hedging/pledging | Prohibited | Company policy prohibits officers/directors from hedging or pledging company securities . |
Governance Assessment
- Independence and potential conflicts: Noyes is not independent due to his status as a United employee and ALPA affiliation; as an ALPA‑elected director, he represents union interests under a preferred stock agreement, which the Board recognizes in its independence determinations and governance framework .
- Committee effectiveness: No committee assignments; therefore limited direct role in financial reporting, compensation, or nomination oversight, which are chaired by independent directors under Board policy .
- Alignment and incentives: As an ALPA director, Noyes receives no cash or equity director compensation and is not subject to non‑employee director ownership guidelines; combined with zero reported share ownership, this reduces traditional equity‑based alignment used for non‑employee directors, though travel and charitable benefits apply .
- Board process safeguards: Related‑party/conflict policy requires disclosure and potential recusal; hedging/pledging of stock is prohibited; executive sessions of independent directors occur at each quarterly Board meeting, preserving independent oversight .
RED FLAGS
- Not independent (employee/union affiliation) .
- No committee roles (reduced direct oversight participation) .
- No equity ownership and not subject to non‑employee director stock ownership guidelines (limited conventional ownership alignment) .
BALANCING CONSIDERATIONS
- Brings deep operational and labor relations expertise, relevant to safety, workforce programs, and union engagement, which the Board emphasizes as core oversight areas .