James Whitehurst
United Airlines HoldingsAbout James M. Whitehurst
Independent director of United Airlines Holdings, Inc. since 2016 (age 57). Background includes Managing Director at Silver Lake (2024–present), Executive Chair/CEO roles at Unity Software (2023–2024), senior leadership at IBM (2019–2022), CEO of Red Hat (2008–2019), and multiple operating and finance roles at Delta Air Lines (2002–2007). Education: MBA, Harvard Business School; BS in Computer Science and Economics, Rice University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silver Lake | Managing Director | 2024–present | Private equity operator; governance and compensation experience via UAL Comp Committee chair . |
| Unity Software Inc. | CEO; currently Executive Chair | 2023–2024 (CEO); current Executive Chair | Technology/cybersecurity and data analytics expertise . |
| IBM | Senior Advisor; President; SVP | 2019–2022 (various) | Enterprise tech and strategy execution . |
| Red Hat, Inc. | President & CEO | 2008–2019 | Open-source enterprise IT leadership . |
| Delta Air Lines, Inc. | COO; Chief Network & Planning; SVP Finance/Treasury/BD | 2002–2007 | Managed operations; drove international expansion . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unity Software Inc. | Director | 2023–present | Public board; tech/cybersecurity oversight . |
| Amplitude, Inc. | Director | 2021–present | Public board; product analytics governance . |
| Software AG | Director (former) | 2023–2024 | Former public board role . |
Board Governance
- Committees: Compensation (Chair), Executive, Nominating/Governance .
- Independence: Board affirmatively determined all non-employee director nominees, including Whitehurst, are independent; non-independent directors limited to Kirby, Noyes, Johnsen .
- Attendance: Board met 9 times in 2024; committees held Audit 8, Compensation 7, Executive 4, Finance 5, Nominating/Governance 5, Public Responsibility 4 meetings; each incumbent nominee attended at least 75% of applicable meetings .
- Board leadership: Independent Chairman; executive sessions held at each quarterly Board and committee meeting .
- Governance features: Majority voting standard, robust annual evaluations, strong stakeholder engagement .
Fixed Compensation
| Component | Structure/Detail | Amount (USD) | Notes |
|---|---|---|---|
| Annual Board retainer (cash) | Standard non-employee director retainer | $115,000 | 2024 program level . |
| Committee Chair retainer (cash) | Compensation Committee Chair | $25,000 | Chair-specific . |
| Committee member retainer (cash) | Executive Committee | $12,500 | Member retainer . |
| Committee member retainer (cash) | Nominating/Governance | $12,500 | Member retainer . |
| Cash compensation paid (2024) | Sum of cash retainers | $165,000 | Reported for Whitehurst . |
| Meeting fees | Not paid | — | No meeting fees; attendance expected . |
| All Other Compensation (2024 total) | Perquisites and reimbursements | $75,672 | Reported total . |
| Flight benefits tax reimbursement | Perquisite | $35,950 | Reported for Whitehurst . |
| Aggregate incremental cost of flight benefits | Perquisite | $11,022 | Reported for Whitehurst . |
| Charitable tickets donated (aggregate cost) | Perquisite | $21,900 | Reported for Whitehurst . |
| Cybersecurity/identity protection services | Perquisite | $6,800 | Company-provided per director . |
Performance Compensation
| Equity Element | Grant Date | Units/Value | Vesting & Settlement | Performance Metrics |
|---|---|---|---|---|
| Annual share units (DEIP) | May 23, 2024 | 3,459 units; fair value $179,522 | Vests in full on 1st anniversary; designed to settle 50% cash, 50% shares (director may elect cash portion in shares); deferral available under DEIP | None; director equity is time-based, not performance-based . |
- Deferral opportunities: Non-employee directors may defer cash fees and equity into a share account; distributions typically within 60 days following separation from Board unless otherwise specified .
Other Directorships & Interlocks
| Company | Current/Former | Role | Noted Committee Roles |
|---|---|---|---|
| Unity Software Inc. | Current | Director | Not specified in UAL proxy . |
| Amplitude, Inc. | Current | Director | Not specified in UAL proxy . |
| Software AG | Former | Director | Not specified in UAL proxy . |
- Outside board service policy compliance: Directors may serve on up to five public company boards; Whitehurst’s disclosed outside boards are within guidelines; board confirms all nominees comply with service limits .
Expertise & Qualifications
- Active/former C-suite executive; finance/capital allocation; technology/cybersecurity; airline operations with international expansion; data analytics and IT from Unity, IBM, Red Hat .
Equity Ownership
| Ownership Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (Common Stock) | 38,324 shares | Less than 1% of shares outstanding . |
| Unvested share units vesting within 60 days (as of Mar 24, 2025) | 1,729 units | Included in beneficial ownership per SEC rules . |
| Deferred share units counted (settle within 60 days post-separation) | 20,637 units | DEIP deferral account; counted per footnote . |
| Aggregate share units outstanding (incl. deferred) at Dec 31, 2024 | 31,065 units | Reported total for Whitehurst . |
| Stock ownership guideline | 5× annual cash retainer | Applies to all non-employee directors; compliance or transition confirmed as of Mar 31, 2025 . |
| Hedging/pledging | Prohibited; none pledged | Company policy prohibits hedging/pledging; disclosure notes no director pledges . |
Governance Assessment
- Strengths: Independent director and Compensation Committee Chair with deep operational (Delta) and technology (Red Hat/IBM/Unity) expertise; strong governance structure with majority voting, independent chair, executive sessions; robust director stock ownership guidelines enhancing alignment .
- Compensation Committee effectiveness: Uses independent consultant (Exequity) with conflict safeguards; no interlocks/insider participation; committee met 7 times in 2024; prepared CD&A report .
- Alignment signals: Annual equity grants (time-based) plus ownership guidelines; prohibition on hedging/pledging; average Say-on-Pay support ~92% over last 3 years indicates investor acceptance of compensation governance .
- Potential red flags: None disclosed related-party transactions for Whitehurst in 2024–2025 proxy; perquisites (flight benefits, tax reimbursements, cybersecurity) are standard and transparently disclosed; outside roles appear within policy limits .
- Attendance and engagement: At least 75% attendance threshold met; strong stakeholder engagement program highlights board oversight of safety, compensation, AI, and sustainability .