Michele Hooper
United Airlines HoldingsAbout Michele J. Hooper
Independent director at United Airlines Holdings, Inc. since 2018; age 73. She is President & CEO of The Directors’ Council and serves as UAL’s Audit Committee Chair and Audit Committee Financial Expert, with additional roles on the Executive, Finance, and Nominating/Governance Committees . Education: University of Chicago (MBA) and University of Pennsylvania (BS, Economics) . The Board has determined she is independent under Nasdaq and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Directors’ Council | President & CEO | 2013–present | Consults boards on governance effectiveness |
| Voyager Expanded Learning | President & CEO | 1999–2000 | Operating leadership |
| Stadtlander Drug Company | President & CEO | 1998–1999 | Operating leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UnitedHealth Group, Inc. | Director | 2007–present | Current public company directorship |
| PPG Industries, Inc. | Director | 1997–2020 | Former public company directorship (past 5+ years) |
| Target Corporation | Director | Not disclosed (prior service) | Prior audit chair experience cited in skills narrative |
| Warner Music Group Corporation | Director | Not disclosed (prior service) | Prior audit chair experience cited in skills narrative |
Board Governance
- Independence: Board affirmed all non-employee director nominees, including Ms. Hooper, are independent; CEO Kirby and union-designated directors are not .
- Committee assignments: Audit (Chair and Audit Committee Financial Expert), Executive, Finance, and Nominating/Governance .
- Meeting cadence & attendance: Board met 9x in 2024; Audit 8x; Executive 4x; Finance 5x; Nominating/Governance 5x. Each incumbent director nominee attended at least 75% of Board and applicable committee meetings in 2024 .
- Executive sessions: Independent directors hold executive sessions at each quarterly Board meeting and for each regular quarterly committee meeting .
- Safety oversight: Safety is a standing focus at every full Board meeting; Audit Committee oversees cybersecurity, AI, and ERM .
- Hedging/pledging: Directors and officers are prohibited from hedging and pledging company stock .
Fixed Compensation
| Element | 2024 Amount | Notes |
|---|---|---|
| Fees earned in cash (Hooper) | $170,000 | As reported in Director Compensation 2024 table |
| Stock awards (grant-date fair value) (Hooper) | $179,038 | 3,459 share units granted in 2024 |
| All other compensation (Hooper) | $58,497 | Matching gifts ($20,000), tax reimbursement on flight benefits ($13,406), incremental flight benefits cost ($3,691), donated ticket costs ($14,600), cybersecurity/ID protection ($6,800) |
| Total (Hooper) | $407,535 | Sum of components above |
| Program – Annual Board retainer (cash) | $115,000 | Non-employee directors |
| Program – Annual equity award | $180,000 | Non-employee directors |
| Program – Committee chair retainers (cash) | Audit: $30,000; Comp: $25,000; Exec/Fin/NomGov/PR: $20,000 | Chair retainers; chairs not eligible for member retainer |
| Program – Committee member retainers (cash) | Audit: $15,000; Others: $12,500 | Non-chair members |
- 2024 program update: Board increased cash retainer (to $115k), equity award (to $180k), and certain chair retainers effective 2024 to align with peers; prior adjustment was in 2019 .
Performance Compensation
Directors do not receive performance-based pay; equity is time-based. 2024 equity structure:
| Metric/Term | 2024 Detail |
|---|---|
| Grant | 3,459 share units to each non-employee director on May 23, 2024 (Hooper elected deferral) |
| Vesting | 100% vest on first anniversary of grant, subject to continued service; earlier vest on death/disability/other specified separations |
| Settlement | Designed to settle 50% in cash and 50% in shares (director may elect all shares); fractional units in cash |
| Valuation | Units determined by $180,000 divided by average of high/low price on grant date |
| Deferral | Directors can defer cash fees and equity into deferred share units |
Note: No short-term or long-term performance metrics apply to director equity awards; these are time-based to align interests and support retention .
Other Directorships & Interlocks
- Current public company board: UnitedHealth Group (healthcare payer); no disclosed related-party transactions with UAL tied to Ms. Hooper .
- Compensation Committee interlocks: Company disclosed no interlocks or insider participation for Compensation Committee; Ms. Hooper is not on this committee .
Expertise & Qualifications
- Audit/finance: Designated Audit Committee Financial Expert; 20+ years chairing audit committees at major companies (PPG, AstraZeneca PLC, Warner Music Group, Target) .
- Governance: CEO of a board governance consultancy; extensive governance and risk oversight experience .
- Global/retail exposure: Experience with large global companies and consumer-facing brands through prior board and executive roles .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Mar 24, 2025) | 25,465 shares/units (less than 1% of outstanding) |
| Unvested share units vesting within 60 days | 3,459 units included in beneficial ownership |
| Deferred share units included (settle within 60 days post-separation) | 22,423 units included in beneficial ownership calculation per footnote methodology |
| Shares outstanding (reference) | 327,703,867 shares of Common Stock |
| Stock ownership guideline | 5x annual cash retainer ($575,000 based on 2024 retainer) within 5 years; all non-employee directors were compliant or in transition as of Mar 31, 2025 |
| Pledging/hedging | Prohibited for officers and directors |
Governance Assessment
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Strengths
- Deep audit and risk oversight credentials; chair of Audit Committee and designated financial expert, with strong ERM/cyber oversight embedded in Audit charter .
- Independence affirmed; Board/committee executive sessions ensure robust independent oversight .
- High alignment: meaningful annual equity, ownership guidelines (5x retainer), and ability to defer equity; no hedging/pledging allowed .
-
Potential watch items
- Succession planning: Board retirement policy bars nominations at 75; at age 73, succession timing for Audit Chair role should be monitored to preserve continuity .
- No director-specific related-party transactions disclosed; company policy requires Audit Committee review of any such transactions if they arise .
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Attendance and engagement
- Board met 9x; Audit 8x; she attended at least 75% of aggregate Board and committee meetings during her tenure in 2024, consistent with all incumbent nominees .
-
Director compensation structure
- Mix emphasizes equity with one-year vesting; 2024 increases aligned with peer market and responsibilities (e.g., Audit Chair premium) .
No red flags identified related to conflicts, related-party transactions, hedging/pledging, or compensation anomalies for Ms. Hooper based on the latest proxy disclosures .