Laysha Ward
United Airlines HoldingsAbout Laysha Ward
Laysha Ward (age 57) is an independent director of United Airlines Holdings, Inc. (UAL), serving since 2021. She is the former Executive Vice President and Chief External Engagement Officer at Target Corporation and holds an M.A. in Social Services Administration from the University of Chicago and a B.S. in Journalism from Indiana University Bloomington. Her core credentials include human capital management, stakeholder engagement, and retail/brand management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Target Corporation | Strategic Advisor | 2023–2024 | Senior advisory capacity on stakeholder and community engagement |
| Target Corporation | EVP, Chief External Engagement Officer | 2017–2023 | Led stakeholder, community, and public policy engagement |
| Target Corporation | EVP, Chief Corporate Social Responsibility Officer | 2015–2017 | Oversaw CSR strategy and programs |
| Target Corporation / Target Foundation | President, Community Relations and Target Foundation | 2008–2015 | Directed philanthropy and community impact |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Denny’s Corporation | Director (public company) | 2010–present | Public company board experience; committee roles not disclosed in UAL proxy |
Board Governance
- Current UAL committee assignments: Audit; Nominating/Governance; Public Responsibility (member; not a chair). 2024 meeting counts: Board (9), Audit (8), Nominating/Governance (5), Public Responsibility (4). Committee chairs: Audit—Michele Hooper; Nominating/Governance—Edward Philip; Public Responsibility—Walter Isaacson.
- Independence: The Board affirmatively determined all non-employee director nominees (including Ms. Ward) are independent; all members of Audit, Compensation, and Nominating/Governance committees meet applicable SEC/Nasdaq independence standards.
- Attendance: Each incumbent director nominee attended at least 75% of aggregate Board and applicable committee meetings in 2024.
- Board structure: Separate Chair and CEO roles; independent committee chairs; majority voting in uncontested elections.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $115,000 | Standard non-employee director cash retainer |
| Committee member retainers (cash) | $12,500 per committee (Audit: $15,000) | Applies to membership; chair retains separate chair fee |
| Ms. Ward – Fees earned in cash (actual) | $149,148 | 2024 reported cash fees (reflects pro-ration/committee mix) |
| Travel and perquisites – tax reimbursements | $13,878 | Tax gross-up related to flight benefits |
| Travel and perquisites – incremental flight benefit cost | $9,823 | Reported incremental cost to company |
| Charitable matching | $6,000 | Company match of director’s donations |
| Donated tickets to charities (company cost) | $8,350 | Director-selected charitable ticket donations |
| Cybersecurity/identity protection (company cost) | $6,800 | Annual per-participant cost |
| All Other Compensation – total (actual) | $44,851 | Sum of items above |
Program design notes:
- No meeting fees; emphasis on equity in overall mix; stock ownership requirement of 5x annual cash retainer ($575,000) within five years; all non-employee directors in compliance or within transition period as of March 31, 2025.
- Independent compensation consultant (Exequity) advises Board/committees; assessed as independent with no conflicts.
- 2024 director program increases vs. prior structure: cash retainer to $115,000 (from $100,000); annual equity to $180,000 (from $170,000).
Performance Compensation
| Equity Element (2024) | Terms | Details |
|---|---|---|
| Annual equity award (share units) – grant-date fair value | $179,038 | Value for Ms. Ward (3,459 share units granted May 23, 2024) |
| Vesting | 1-year cliff vest | Vests on first anniversary of grant, subject to service |
| Settlement mechanics | 50% cash / 50% shares | Based on average of high/low price on vest date; fractional in cash |
| Deferral election | Elected 100% deferral of 2024 equity | Deferred into share unit account under DEIP |
| Options | None | No option awards disclosed for directors |
| Performance metrics | None (time-based RSUs only) | Director equity not tied to financial/operational metrics |
Other Directorships & Interlocks
- Current public company directorships: Denny’s Corporation (2010–present).
- Compensation Committee interlocks: UAL discloses none among Compensation Committee members; no related-party relationships requiring disclosure for committee members. (Ms. Ward is not on the Compensation Committee.)
- Director outside board service limits: UAL guidelines cap total public boards at five; audit committee tri-committee limit at three—Board reports all nominees are compliant.
Expertise & Qualifications
- Human capital and stakeholder engagement: Demonstrated ability to manage labor, human capital, and cross-sector stakeholder relationships as Target’s Chief External Engagement Officer.
- Retail/brand management: Extensive consumer-facing brand leadership experience at Target.
- Public company board experience: Ongoing service on Denny’s board.
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 5,362 shares | <1% of class; includes units vesting within 60 days as applicable |
| Unvested share units vesting within 60 days (as of Mar 24, 2025) | 3,459 units | Included in beneficial ownership per footnote methodology |
| Aggregate outstanding share units (incl. deferred) as of Dec 31, 2024 | 21,914 units | Total share units outstanding for Ms. Ward |
| Ownership as % of shares outstanding | 0.0016% | 5,362 / 327,703,867 shares outstanding |
| Stock ownership guideline | 5x annual cash retainer ($575,000) | Compliance: all non-employee directors compliant or in transition as of 3/31/2025 |
| Hedging/pledging | Prohibited for officers, directors, management/admin employees | Per Securities Trading Policy |
| Pledged shares | None disclosed | No pledging disclosed in proxy |
Governance Assessment
- Board effectiveness and engagement: Independent director with active roles across three oversight committees (Audit, Nominating/Governance, Public Responsibility) and Board attendance meeting the ≥75% standard; committees collectively met frequently in 2024, indicating material workload and exposure to financial reporting, governance, and safety/citizenship topics.
- Independence and conflicts: Affirmatively independent; no related-party transactions involving Ms. Ward disclosed. Hedging and pledging are prohibited, supporting alignment.
- Incentive alignment: Director compensation structure emphasizes equity (time-based share units) and meaningful ownership requirements (5x retainer), with deferral elections used to increase long-term alignment. No performance metrics are attached to director equity, consistent with prevailing governance practices for independence.
- Shareholder sentiment and compensation rigor (context): UAL’s recent Say-on-Pay averaged 92% support over the last three years, and the company uses an independent compensation consultant with a documented conflict policy. While Say-on-Pay relates to executives, strong support and process robustness signal overall governance health.
RED FLAGS: None identified specific to Ms. Ward. No attendance, related-party, hedging/pledging, or interlock concerns disclosed. Continue to monitor aggregate time commitments and any evolving interlocks or related-party exposure.