Matthew Friend
United Airlines HoldingsAbout Matthew Friend
Matthew Friend (age 47) is an independent director of United Airlines Holdings, Inc. (UAL) since 2021. He serves on the Audit, Compensation, and Finance Committees and is currently Executive Vice President and Chief Financial Officer of NIKE, Inc.; he holds a BS in Business Administration from UC Berkeley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NIKE, Inc. | EVP & CFO | 2020–present | Executive sponsor of Women of Nike |
| NIKE, Inc. | CFO, Operating Segments; VP, Investor Relations | 2019–2020 | Finance, capital allocation |
| NIKE, Inc. | VP & CFO, Nike Brand | 2017–2019 | Global brand finance |
| NIKE, Inc. | VP & CFO, Global Brands & Functions | 2016–2017 | Corporate strategy |
| NIKE, Inc. | Various roles incl. VP & CFO, Emerging Markets | 2009–2016 (Emerging Markets 2011–2014) | Global operations (APAC, China, LatAm, Europe) |
| Goldman Sachs | SVP, TMT Group | 2005–2009 | Investment banking/M&A |
| Morgan Stanley | Associate | 2002–2005 | Investment banking |
| Morgan Stanley | Analyst | 2000–2002 | Investment banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships; none in past five years |
Board Governance
- Independence: Independent director; Audit, Compensation, and Nominating/Governance Committees are composed solely of independent directors .
- Committees and FY24 meetings:
- Audit Committee – Member; 8 meetings. Responsibilities include oversight of financial reporting, internal controls, compliance, cybersecurity/AI risk, and audit firm independence. Friend qualifies as an SEC “audit committee financial expert” .
- Compensation Committee – Member; 7 meetings. Oversees executive compensation plans and CD&A; no interlocks or Item 404 related-party relationships among members in 2024 .
- Finance Committee – Member; 5 meetings. Reviews financial plans, capital structure, M&A, financing transactions, and risk strategies .
- Board meetings held in 2024: 9 (meeting attendance expected; no meeting fees) .
Fixed Compensation
| Element | Amount ($) | Period | Notes |
|---|---|---|---|
| Fees Earned in Cash | 150,124 | 2024 | Elected to receive 100% in deferred share units under DEIP |
| Equity Awards (Share Units) | 179,038 | Grant on May 23, 2024 | 3,459 share units; elected to defer 100% of equity awards |
| All Other Compensation | 29,846 | 2024 | Includes tax reimbursement for flight benefits $23,698 and incremental flight benefits cost $6,148 |
Program structure reference (context for director pay levels):
- Annual cash retainer: $115,000; annual equity: $180,000; Committee chair retainers: Audit $30,000; Compensation $25,000; Executive/Finance/Nominating/Public Responsibility $20,000; Committee member retainers: Audit $15,000; others $12,500 .
- 2024 increases approved to align with peer practices (Exequity review) .
Performance Compensation
| Award Type | Grant Date | Units | Grant Date Fair Value ($) | Vesting | Settlement | Deferral |
|---|---|---|---|---|---|---|
| Annual Share Units | May 23, 2024 | 3,459 | 179,038 | Vests in full on first anniversary (or earlier on death/disability/other non-cause separation) | Designed to settle 50% cash and 50% stock based on avg high/low on vest date; cash portion may be elected in shares | Friend elected to defer 100% into DEIP share account |
| Performance Metric | Weight | Period | Notes |
|---|---|---|---|
| None (Director equity is time-based RSUs) | — | 2024 grant | One-year vest; no disclosed performance conditions for director awards |
Other Directorships & Interlocks
| Company | Board Role | Committee Roles | Interlock/Conflict |
|---|---|---|---|
| — | — | — | No current/last-5-year public boards; Compensation Committee disclosed no interlocks or Item 404 relationships in 2024 |
Expertise & Qualifications
- Finance/accounting/capital allocation expertise; decade of investment banking/M&A experience .
- Global operations experience across APAC, China, LatAm, and Europe .
- Retail/brand management and direct-to-consumer expertise as NIKE CFO .
- Risk management and technology/cybersecurity oversight as NIKE CFO .
- Audit Committee financial expert designation by SEC standard .
Equity Ownership
| Category | Amount | Date/Context |
|---|---|---|
| Total Beneficial Ownership | 20,258 shares (incl. units and deferrals per footnotes) | As of March 24, 2025; less than 1% of outstanding shares |
| Unvested Share Units scheduled to vest within 60 days | 3,459 | As of March 24, 2025 |
| Deferred Share Units (settle within 60 days post-separation) | 20,243 | As of March 24, 2025 |
| Share Units Outstanding (incl. deferred units) | 19,663 | As of December 31, 2024 |
| Ownership Guideline | 5x annual cash retainer ($575,000); all non-employee directors were in compliance or in transition as of March 31, 2025 | Guideline and compliance status |
Governance Assessment
- Board effectiveness: Friend’s finance, risk, and cybersecurity expertise, plus SEC “financial expert” designation, strengthen Audit Committee oversight of reporting, controls, and AI/cyber risks—areas material to airline operations and investor confidence .
- Compensation oversight: As Compensation Committee member, he participated in moving long-term incentives to 80% financial metrics with a relative TSR modifier—responsive to shareholder feedback and a positive alignment signal for performance culture .
- Independence/attendance: Independent director; UAL emphasizes equity pay and expects attendance with no meeting fees; Board held 9 meetings in 2024 (committee cadence suggests active engagement) .
- Ownership alignment: Meaningful deferred equity and compliance with 5x retainer guideline support “skin in the game”; beneficial ownership and deferred units indicate long-term orientation .
- Conflicts/related parties: No compensation committee interlocks; no Item 404 related-party relationships disclosed—low conflict risk .
- RED FLAGS: Tax reimbursement (gross-up) on flight benefits ($23,698 for Friend) is shareholder-unfriendly, though typical in airline board perquisites; monitor if perquisite scope expands or gross-up persists without clear rationale .
Overall, Friend’s audit financial expertise, risk/cyber familiarity, and performance-oriented comp oversight are supportive of governance quality; perquisite tax gross-ups warrant continued monitoring, but no material conflicts/interlocks are disclosed .