Rosalind Brewer
United Airlines HoldingsAbout Rosalind Brewer
Rosalind Brewer, age 62, is an independent director of United Airlines Holdings, Inc. (UAL) since 2024; she currently serves as Special Advisor and Former CEO at Walgreens Boots Alliance and Interim President of Spelman College, and holds a BS in Chemistry from Spelman College . Her prior executive roles include Group President and COO at Starbucks, President and CEO of Sam’s Club, and senior operations roles at Walmart; she brings Fortune 500 board experience and global operations, finance, brand, and technology transformation expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walgreens Boots Alliance, Inc. | Chief Executive Officer | 2021–2023 | Led digital transformation and large-scale innovation |
| Starbucks Corporation | Group President & Chief Operating Officer | 2017–2021 | Drove operations and technology initiatives |
| Sam’s Club (Walmart Inc.) | President & Chief Executive Officer | 2012–2017 | Consumer brand and retail leadership |
| Walmart Inc. | Senior Vice President, Operations (among roles) | 2006–2012 | Operations management |
| CNN (context for board peers) | — | — | Not applicable to Brewer; for governance landscape |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spelman College | Interim President | 2024–present | Higher-education executive leadership |
| Walgreens Boots Alliance, Inc. | Special Advisor | 2023–present | Strategic advisory following CEO tenure |
Board Governance
- Independence: The Board affirmatively determined all non‑employee director nominees, including Brewer, are independent under Nasdaq and SEC standards; committee memberships (Audit, Compensation, Nominating/Governance) are fully independent .
- Committee assignments: Brewer serves on the Compensation Committee and the Finance Committee; she is not a chair .
- Attendance: UAL’s Board met 9 times in 2024; Committees met Audit (8), Compensation (7), Executive (4), Finance (5), Nominating/Governance (5), Public Responsibility (4). Each incumbent director nominee attended at least 75% of Board and applicable Committee meetings in 2024 .
- Governance structure: Separate independent Chairman and CEO; executive sessions at each Board and Committee meeting; majority voting in uncontested elections; robust annual evaluations .
Fixed Compensation
| Element | Amount/Details | Period | Notes |
|---|---|---|---|
| Annual Cash Retainer (director) | $115,000 | FY2024 | Standard cash retainer |
| Committee Member Retainer (Comp, Finance) | $12,500 per committee | FY2024 | Applies to non‑chair members |
| Equity Award (annual) | $180,000 | Granted May 23, 2024 | 3,459 share units; 1‑yr vest; settlement 50% cash/50% stock |
| Brewer—Fees Earned in Cash | $117,692 | FY2024 | Pro‑rated for appointment Feb 28, 2024 |
| Brewer—Stock Awards (Grant‑date fair value) | $179,038 | FY2024 | Deferred share units election noted in footnotes |
| Brewer—All Other Compensation | $30,034 | FY2024 | Charitable match ($20,000), flight benefit tax reimbursement ($7,850), incremental flight benefit ($2,184) |
| Brewer—Total Compensation | $326,764 | FY2024 | Sum of components |
Additional program structure:
- No meeting fees; emphasis on equity; Chairman receives additional $225,000 equity retainer; committee chair retainers: Audit ($30,000), Compensation ($25,000), other committees ($20,000) .
- Directors may defer cash and equity into DEIP share accounts; settlement mechanics and vesting terms as described .
Performance Compensation
Non‑employee directors do not receive performance‑based incentives; equity awards are time‑based RSUs vesting over one year . For context on UAL’s performance alignment in management pay:
| Metric Category | Metric | Weight | Notes |
|---|---|---|---|
| Short‑Term Incentive (STIP) | Adjusted EBITDA Margin vs peers | 33% | Financial metric relative to industry |
| STIP | Net Promoter Score (NPS) | 33% | Customer experience focus |
| STIP | Operational Excellence (OTD, mishandled bags, seat cancellations) | 33% | Key ops metrics |
| Long‑Term Incentive | Performance‑Based RSUs | 50% of LTI | Rewards achievement of financial/strategic goals; 2024 increased weighting of financial metrics to 80%; added EPS and Pre‑tax Margin with relative TSR modifier |
Clawbacks, hedging/pledging:
- Robust clawback policy exceeding legal/Nasdaq requirements applies to executives; no hedging or pledging permitted for officers, directors, and management employees .
Other Directorships & Interlocks
| Company | Status | Tenure | Notes |
|---|---|---|---|
| Walgreens Boots Alliance, Inc. | Former | 2021–2023 | Public company board service |
| Amazon.com, Inc. | Former | 2019–2021 | Public company board service |
| Starbucks Corporation | Former | 2019–2021 | Public company board service |
| Lockheed Martin Corporation | Prior service (date not specified) | — | Prior board experience noted in skills |
| Current public boards | None | — | No current public company directorships |
Compensation Committee interlocks: None; no related relationships requiring Item 404 disclosure for Compensation Committee members .
Expertise & Qualifications
- C‑suite leadership: CEO (Walgreens), COO (Starbucks), CEO (Sam’s Club); Interim President (Spelman) .
- Fortune 500 board experience; finance/capital allocation; global operations; retail/brand management; technology/cyber transformation .
- Director skills matrix identifies human capital/union relations and risk management among Board‑wide competencies; Brewer’s profile reflects retail/brand, global ops, finance, and tech strengths .
Equity Ownership
| Holder | Shares/Units Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Rosalind Brewer | 3,459 | <1% | Includes unvested share units scheduled to vest within 60 days of Mar 24, 2025; deferrals counted if settled within 60 days of separation |
| Shares Outstanding (Common) | 327,703,867 | — | As of Mar 24, 2025 (for context) |
Ownership alignment:
- Director stock ownership guideline: 5x annual cash retainer ($575,000) within 5 years; as of Mar 31, 2025, all non‑employee directors were compliant or in transition .
- Hedging and pledging of company stock prohibited for officers, directors, and management employees .
Governance Assessment
- Board effectiveness: Brewer adds deep consumer, operations, and digital transformation expertise to Compensation and Finance Committees; independence confirmed; attendance threshold met across incumbents; governance structure emphasizes independent oversight and rigorous evaluation .
- Compensation and alignment: Director pay mix emphasizes equity with annual RSUs; Brewer’s 2024 compensation reflects pro‑rata service and standard program; stock ownership guideline promotes alignment; no performance‑based director pay (reduces risk of misaligned incentives) .
- Conflicts/related‑party exposure: No Brewer‑specific related party transactions disclosed; UAL maintains a formal Related Party Transaction Policy and mandatory recusal for conflicts; Compensation Committee interlocks absent; Securities Trading Policy prohibits hedging/pledging .
- Signals for investor confidence: Recent Board refreshment (Brewer appointed 2024), independent committee leadership, majority voting, robust stakeholder engagement, and transparency on oversight (safety, AI, cybersecurity) support governance quality .
Red flags: None disclosed specific to Brewer. Program features like travel benefits and tax reimbursements are standardized for directors; no pledging/hedging permitted; no related party ties identified for Brewer .