Michael Leskinen
United Airlines HoldingsAbout Michael Leskinen
Executive Vice President & Chief Financial Officer of United Airlines Holdings, Inc. since September 21, 2023; age 44 at appointment. Background includes two decades in public markets and senior finance roles at United; education: BS Finance (Arizona State University) and MBA (University of Pennsylvania) . Track record highlights: led United’s $6.8B MileagePlus financing in 2020, oversaw launch of a ~$200M Sustainable Aviation Fuel investment fund, and United was the best performing North American airline stock through the first eight months of 2023 . Company performance under United Next: 2024 pre-tax margin 7.3% (adjusted 8.1%), diluted EPS $9.45 (adjusted $10.61), total operating revenue $57.1B, with free cash flow $3.4B; long-term incentives now include a relative TSR modifier to reinforce shareholder alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Airlines, Inc. | Managing Director, Investor Relations | 2018–2019 | Investor communications; foundation for capital markets initiatives |
| United Airlines, Inc. | VP, Corporate Development & Investor Relations | 2019–2021 | Drove IR and development; helped execute $6.8B MileagePlus financing (2020) |
| United Airlines Ventures, Ltd. | President | 2021–present | Built SAF investment platform; launched ~$200M fund to accelerate SAF production |
| United Airlines Holdings, Inc. | EVP & CFO | 2023–present | Oversees corporate finance, FP&A, treasury, accounting, IR, procurement, internal audit, risk, strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| J.P. Morgan Asset Management | Executive Director (Aerospace/Defense/Airlines investments) | 2013–2017 | Led sector investments; deep public markets expertise |
| OppenheimerFunds | Investment Analyst/PM (Aerospace focus) | 2009–2013 | Built domain knowledge in aerospace investing |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $447,103 | $761,250 (annualized rate increased to $770,000 effective Apr 1, 2024) |
| STI Target (% of Salary) | 120% | 120% |
| STI Target ($, blended) | — | $903,115 |
| STI Payout (% of Target) | — | 175% (company-wide formulaic payout) |
| STI Actual Paid ($) | $770,131 | $1,580,451 |
| Bonus ($) | $1,128,240 (includes pro-rated and special awards) | $569,307 (includes $500,000 2022 subsidiary incentive final vest + $69,307 special cash award) |
| Stock Awards (Grant-Date Fair Value, $) | $988,963 | $5,045,623 (includes time-vested RSUs, PBRSUs, Retention LTI, first half of promotional PBRSU) |
| All Other Compensation ($) | $109,090 | $150,215 |
| Total Compensation ($) | $3,443,527 | $8,106,846 |
Notes:
- On appointment (Sept 21, 2023), Compensation Committee set initial CFO package: base salary $700,000, STI target 120% of salary, 2024 LTI target 350% of salary, plus $1.6M promotional equity (50% PBRSU for performance period ending Dec 31, 2025; 50% time-vested RSUs vesting Feb 28, 2024/2025/2026) .
Performance Compensation
Short-Term Incentive (STI) – 2024
| Metric | Weighting | Target Design | 2024 Outcome/Payout Basis |
|---|---|---|---|
| Relative Adjusted EBITDA Margin | 33% | United’s Adjusted EBITDA Margin vs weighted average peers | Targets tightened vs 2023; contributed to 175% formulaic payout |
| Net Promoter Score (NPS) | 33% | Customer satisfaction; stratified to reflect network mix | Challenging targets; included in 175% payout |
| Operational Excellence | 33% | On-time departures (Customer D:00), Mishandled Baggage Rate, Seat Cancel Rate | Balanced reliability metrics; included in 175% payout |
- Final STI payout for Leskinen: $1,580,451, equating to 175% of target; Committee retains discretion to reduce below formulaic results .
Long-Term Incentives (LTI) – Structure and Metrics
| Award | Purpose/Mix | Metric Design (2024 tranche setting) | Payout Range | Vesting |
|---|---|---|---|---|
| Time-Based RSUs | 50% of annual LTI | Service-based retention; value varies with stock | N/A | 3-year ratable (annually) |
| Performance-Based RSUs (PBRSUs) | 50% of annual LTI | 40% Absolute Adjusted EPS; 40% Relative Adjusted Pre-tax Margin; 20% Strategic goals; Liquidity hurdle ($8B) | 0–300% for 2024 PBRSUs (with +0–50% relative TSR modifier); 0–200% for 2022/2023 PBRSUs | 3-year cliff (earned tranches paid at end of cycle, subject to continued employment) |
- Relative TSR modifier (2024 PBRSUs only): up to +50% based on United’s TSR vs market cap weighted Dow Jones U.S. Airlines Index over 3 years; applies only if at least entry level on primary goals and TSR exceeds peers by >2ppt .
- Committee shifted PBRSU focus to financials (80% weighting) vs prior CASM-ex/United Next mix; added TSR modifier and retained liquidity hurdle to strengthen pay-for-performance alignment .
2024 Grants Detail (Leskinen)
| Award Type (Performance Period) | Threshold (#) | Target (#) | Max (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PBRSU (2022–2024; tranche set in 2024) | 547 | 1,094 | 2,188 | 49,766 |
| PBRSU (2023–2025; tranche set in 2024) | 419 | 838 | 1,676 | 38,122 |
| PBRSU (2024–2026; tranche set in 2024) | 5,290 | 10,579 | 31,737 | 590,202 |
| Promotional PBRSU (2023 award; first half goals set 2024) | 4,659 | 9,317 | 18,634 | 423,830 |
| Retention LTI PBRSU (Jul 2024 grant; 2024–2027 tranches) | 26,755 | 53,510 | 71,168 | 2,499,987 |
| Time-vested RSUs (2024 grant) | — | 31,737 | — | 1,443,716 |
- Retention LTI Award vest dates and metrics: tranches vest July 25, 2025/2026/2027; tranche 1/2 earned on positive Adjusted EPS over 4Q periods ending Jun 30, 2025/2026, tranche 3 based on Relative Adjusted Pre-tax Margin vs selected peers over 4Q period ending Jun 30, 2027, with linear interpolation and continued employment required .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 31,569 shares of Common Stock as of March 24, 2025; less than 1% of outstanding shares |
| Ownership Guidelines | Required minimum ownership: 3x base salary; covered executives must retain 50% of net shares until compliant; all NEOs currently in compliance |
| Hedging/Pledging | Prohibited for officers/directors; no pledges by directors or executive officers; margin accounts prohibited |
| Vested vs Unvested | Outstanding equity awards subject to three-year cycles (PBRSUs/time-vested RSUs); market value of unvested equity for Leskinen estimated at $7.21M (death/disability) and $14.89M (CIC w/qualifying termination) at Dec 31, 2024, assuming target performance |
Employment Terms
- Severance Plan: If terminated without cause or resign for good reason, cash severance equals 2x (base salary + target bonus), continued welfare benefits/life insurance for 24 months, outplacement for 12 months, and lifetime flight benefits (subject to annual cap); PBRSUs/time-vested RSUs generally forfeited if not retirement eligible .
- Change-in-Control: Double-trigger required for payouts; cash severance same as non-CIC; time-vested RSUs vest in full on qualifying termination within 2 years post-CIC; PBRSUs deemed at target on CIC (payment requires continued employment through performance period or qualifying termination), Retention LTI treated similarly; stock options vest for CEO only on double-trigger; benefits and outplacement same as non-CIC .
- Potential Payments (as of Dec 31, 2024 scenario):
- Cash Severance: $3,388,000 (without cause/good reason; also same with CIC+qualifying termination)
- Equity Acceleration: $7,212,821 (death or disability); $14,887,760 (CIC + qualifying termination)
- Continuation Coverage Benefits: $49,399
- Life Insurance Benefit (death): $2,310,000
- Outplacement Services: $25,000
- Flight Benefits: $149,060 (lifetime, non-cause separation)
- Restrictive Covenants & Clawback: One-year non-compete/non-solicit/no-hire tied to equity awards (non-compete not applicable for involuntary no-cause/good reason); robust clawback policy with mandatory recovery for accounting restatements and discretionary recovery for significant legal/compliance violations (3-year lookback) .
- Tax Gross-ups: No 280G excise tax gross-ups; payments reduced to avoid excise tax unless full payments produce better net after-tax outcome .
Compensation Structure Analysis
- Increased cash/equity mix in 2024: Base salary raised to $770k (+10% YoY), STI payout at 175% of target on strong performance; stock awards significantly higher in 2024 given annual PBRSUs, time RSUs, Retention LTI, and promotional PBRSU tranches .
- Shift toward performance RSUs with financial focus: 2024 PBRSU metrics weight 80% on Adjusted EPS and Relative Adjusted Pre-tax Margin; liquidity hurdle maintained; addition of relative TSR modifier improves alignment with shareholder returns .
- Retention incentives: Committee granted July 2024 Retention LTI PBRSUs to address industry retention risks and align realizable pay with peers; performance-contingent across EPS and margin metrics rather than time-based RSUs .
- Governance safeguards: No hedging/pledging; strong clawback; standardized severance; no option repricing; Say-on-Pay support averaged 92% over last 3 years; independent consultant (Exequity) retained; program risk assessment found no material risk incentives .
Investment Implications
- Pay-for-performance alignment: High variable pay with stringent financial metrics, liquidity hurdles, and TSR modifier suggest strong linkage to profitability and returns—positive for shareholders if targets are calibrated properly .
- Retention and vesting cadence: Overlapping PBRSU cycles, promotional award cliff (Dec 31, 2025), and Retention LTI tranches (2025–2027) create potential insider selling windows; however, hedging/pledging bans and ownership guidelines mitigate misalignment risk .
- Severance/CIC economics: Double-trigger equity vesting and standardized 2x cash severance reduce windfall risk; no excise tax gross-up is shareholder-friendly .
- Execution indicators: Leskinen’s history of strategic financing and SAF investments, coupled with United’s 2024 margin/EPS performance and enhanced LTI design, are supportive of continued value creation; monitor PBRSU goal-setting and TSR modifier outcomes through 2026 for realized alignment .