Edward Philip
United Airlines HoldingsAbout Edward M. Philip
Edward M. “Ted” Philip, age 60, is United Airlines Holdings’ independent Chairman of the Board (since May 2021) and a director since 2016. He holds an MBA from Harvard Business School and a BS in Math and Economics from Vanderbilt University. Philip’s prior C‑suite and finance roles (Lycos CFO/COO/President; Disney VP Finance) underpin his designation as an Audit Committee Financial Expert and his governance leadership as Board Chair and chair of the Nominating/Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Partners in Health | Chief Operating Officer | 2013–2017 | Non-profit operating leadership |
| Highland Consumer Fund | Co‑Founder & Managing General Partner; later Special Partner | 2006–2013; 2013–2017 | Private equity investing and governance |
| Decision Matrix Group | President & CEO | 2004–2005 | Strategy/operations in research/consulting |
| Lycos, Inc. | President, COO & CFO | 1996–2000 | Senior operating/finance leadership; technology sector |
| The Walt Disney Company | Vice President of Finance | 1991–1995 | Corporate finance and capital allocation |
External Roles
| Company | Role | Tenure/Status | Notes/Interlocks |
|---|---|---|---|
| BRP Inc. | Director | 2005–present | Current public directorship (consumer/industrial) |
| Blade Air Mobility, Inc. | Director | 2019–present | Current public directorship (mobility/aviation services) |
| Hasbro, Inc. | Director | 2002–2023 (former) | Former Fortune 500 board experience |
Board Governance
- Roles: Independent Chairman of the Board (since May 2021); Chair, Executive Committee; Chair, Nominating/Governance Committee; Member, Audit Committee; Audit Committee Financial Expert .
- Committee meetings held in FY24: Audit (8), Compensation (7), Executive (4), Finance (5), Nominating/Governance (5), Public Responsibility (4) .
- Independence: Board determined all non‑employee director nominees (including Philip) are independent; Audit/Comp/Nominating committees composed solely of independent directors .
- Attendance: Board met 9 times in 2024; each incumbent director nominee attended at least 75% of Board and applicable committee meetings; all directors standing for election attended the 2024 annual meeting .
- Chair responsibilities: convenes meetings and executive sessions of independent directors; presides at Board and stockholder meetings; consults on CEO performance review; approves agendas/materials; leads stockholder engagement; consults on director succession and committee leadership .
- Governance practices: majority voting in uncontested elections; annual Board/committee evaluations; regular executive sessions; robust stockholder engagement processes .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging UAL securities (mitigates alignment risks) .
Fixed Compensation (Director)
| Component | Policy/Program (2024) | Edward M. Philip – 2024 Actual |
|---|---|---|
| Annual cash retainer (non‑employee director) | $115,000, paid quarterly (effective 1/1/2024) | $170,000 Fees Earned in Cash |
| Committee chair retainers (policy changes) | Audit Chair +$30,000; Compensation Chair +$25,000 (from 2024) | N/A disclosed for his roles; total cash shown above |
| Other cash/meeting fees | Not separately disclosed; paid per program; expenses reimbursed | Included in “Fees Earned in Cash” as applicable |
Notes: Cash deferral elections—Philip did not appear among directors who elected 100% of cash retainers in deferred share units (list includes Friend/Harford/Isaacson/Shapiro) .
Performance Compensation (Director Equity)
| Metric | 2024 Program (Policy) | Philip – 2024 Grants/Value |
|---|---|---|
| Annual equity award (director) | $180,000 initial equity value in share units under DEIP | 3,459 share units (grant date 5/23/2024); included in $402,848 total stock awards value |
| Additional Chairman equity retainer | $225,000 initial equity value (in share units) | 7,783 share units for Chair (included in $402,848) |
| Grant date | At annual meeting (May 23, 2024) | May 23, 2024 |
| Valuation | FASB ASC 718 grant date fair value | $402,848 (stock awards) |
| Deferral election | Directors may defer; equity counts toward ownership guidelines | Elected to defer 100% of 2024 equity awards into deferred share units |
No director performance metrics (e.g., TSR/EBITDA) are tied to director equity; director equity is service‑based per program disclosures .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Current public boards | BRP Inc.; Blade Air Mobility, Inc. |
| Prior five‑year public boards | Hasbro, Inc. (ended 2023) |
| Interlocks/conflicts | Proxy does not disclose any interlocks or related‑party transactions involving Philip; see Related Party Transactions section (only Gebo family transaction disclosed) . |
Expertise & Qualifications
- Finance/accounting/capital allocation; former CFO (Lycos) and VP Finance (Disney) .
- Technology/cybersecurity leadership; three decades in tech sector roles .
- Risk management, global operations, brand/consumer expertise (Hasbro/Disney) .
- Audit Committee Financial Expert designation (SEC rules) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Class | Notes |
|---|---|---|---|
| Edward M. Philip | 45,466 | <1% | Includes 7,783 unvested share units vesting within 60 days of 3/24/2025; includes 44,613 deferred share units to the extent settled within 60 days post‑separation; includes shared voting/investment power for 6 shares . |
| Director equity units outstanding (12/31/2024) | — | — | Philip: 44,613 share units outstanding (incl. deferred share units) . |
| Director ownership guidelines | 5x annual cash retainer ($575,000) within five years; shares, unvested RSUs, and deferred units count; options do not . As of 3/31/2025, all non‑employee directors were in compliance or within transition period . | ||
| Hedging/pledging | Prohibited for directors under Securities Trading Policy . |
Governance Assessment
- Strengths and signals: Independent Chair with deep finance/tech credentials; dual leadership as Executive and Nominating/Governance Chair centralizes agenda‑setting, CEO performance oversight, and succession planning—enhancing board effectiveness and investor engagement . Independent committee composition and his Audit Committee Financial Expert status bolster financial oversight; attendance met company standard and the Board/committees met frequently in 2024 .
- Alignment: Director pay is weighted to equity with additional share units for Chair duties; Philip deferred 100% of his 2024 equity, increasing equity alignment. Ownership guidelines (5x cash retainer) and hedging/pledging bans further align interests .
- Conflicts/red flags: Proxy discloses no related‑party transactions involving Philip since Jan 1, 2024; the company maintains robust related‑party review, and directors must recuse from conflicted matters. No pledging/hedging permitted—reduces misalignment risk .
- Compensation reasonableness: 2024 director pay program modestly increased cash/equity retainers to market; Philip’s total compensation of $626,761 reflects Chair workload and equity-heavy mix—consistent with peers per consultant advice (Exequity) and independent consultant controls .
RED FLAGS: None disclosed specific to Philip (no related‑party ties, hedging/pledging prohibited, attendance threshold met). Monitor cumulative workload across external boards and UAL committee leadership concentration for potential overboarding/entrenchment risks; current disclosures indicate compliance with Nasdaq/SEC requirements and committee independence .
Appendix: Key 2024 Director Compensation Detail (Philip)
| Item | Amount |
|---|---|
| Fees Earned in Cash | $170,000 |
| Stock Awards (grant‑date fair value) | $402,848 (3,459 units annual; 7,783 additional Chair units; grant 5/23/2024) |
| All Other Compensation | $53,913 |
| Total | $626,761 |
Related Policies and Practices
- Related‑Party Transactions Policy and disclosure framework; only Gebo family transaction disclosed for 2024 (none for Philip) .
- Stockholder engagement channels and executive sessions each quarterly meeting; Chair presides .
- Company‑wide say‑on‑pay support averaged 92% over the last three years (context for overall governance sentiment) .