Charu Jain
About Charu Jain
Independent director with deep technology and digital transformation expertise. Age 61; appointed to Upbound Group’s board effective September 10, 2024; designated independent under Nasdaq rules; chairs the Cybersecurity, Technology and Innovation Committee. Currently Senior Vice President of Merchandising and Innovation at Alaska Air Group; prior VP/CIO at Alaska led Virgin America integration, data center/cloud migration, and mobile expansion. Education: B.A. Economics (Lucknow University) and MBA in International Management (Lake Forest Graduate School of Management). Recognized with an Orbie leadership award.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alaska Air Group, Inc. | SVP, Merchandising & Innovation (current) | 2017–present (joined as VP & CIO in 2017) | Management lead to Alaska Air’s Board Innovation Committee; led Virgin America technology integration; data center/cloud migration; mobile tool expansion |
| IBM; Pacific Gas & Electric; United Airlines; PwC | Various technology/leadership roles | Not disclosed | Large-scale digital initiatives across IT, operations, and innovation |
External Roles
| Organization | Role | Type |
|---|---|---|
| University of Washington Foster School of Business | Technology Advisory Board member | Academic/Advisory |
| YearUp Puget Sound | Board of Directors | Non-profit |
| Other public company boards | — | None |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined independent (Nasdaq/SEC) |
| Board service | Director since 2024; nominated for 1-year term at 2025 AGM |
| Committee assignments | Chair, Cybersecurity, Technology and Innovation Committee |
| Committee scope | Oversees cybersecurity risk, technology/innovation strategy, resiliency, and business continuity tech aspects |
| Committee formation | Cybersecurity, Technology and Innovation Committee formed Dec 4, 2024; 0 meetings in 2024 (pro rata retainers for 2024) |
| Attendance | In 2024, all directors attended >75% of aggregate Board and committee meetings; Board met 8 times |
| Other governance | Board separates Chair/CEO; majority voting for uncontested elections; annual director elections |
Fixed Compensation (Director)
| Component | 2024/2025 Program Terms |
|---|---|
| Annual cash retainer (non-employee directors) | $85,000 |
| Board Chair additional retainer | $200,000 |
| Committee chair retainers | Audit & Risk $27,500; Compensation $25,000; Nominating & Gov $20,000; Cybersecurity, Tech & Innovation $20,000 |
| Committee member retainers | Audit & Risk $15,000; Compensation $10,500; Nominating & Gov $10,000; Cybersecurity, Tech & Innovation $10,000 |
| Equity (annual DSU award) | $145,000 (2024 and 2025) |
| Deferral & match | Directors may elect to receive cash retainers/dividends in DSUs; company matches 25% on DSU deferrals |
2024 Director compensation for Charu Jain (joining Sept 10, 2024; prorated awards):
| Name | Fees Earned (Cash) | DSUs (Grant-date FV) | Other Compensation | Total |
|---|---|---|---|---|
| Charu Jain | $0 | $51,790 | $0 | $51,790 |
Notes:
- Annual DSU award for 2024 was $145,000; Jain received a prorated award upon joining; DSUs granted in lieu of cash retainers/dividends during 2024 totaled 219 DSUs for Jain .
Performance Compensation (Director)
| Element | Status | Terms |
|---|---|---|
| Annual cash bonus | Not applicable to non-employee directors | — |
| Performance stock units/options | Not granted to directors | Director equity is fully vested DSUs issued annually; shares delivered upon board departure; no voting rights on DSUs |
| Deferral match | Structural alignment lever | 25% match on cash/dividend deferrals into DSUs |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Interlocks/related-party exposure | Board reports no related person transactions since Jan 1, 2024 (Item 404) |
Expertise & Qualifications
- Digital transformation leader in consumer-facing industries; senior executive experience spanning technology strategy, merchandising, and innovation .
- Led major post-merger integration (Virgin America), cloud migration, and enterprise mobility programs .
- Educational credentials in economics and international management; external advisory roles in technology education and workforce development; Orbie award for technology leadership .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Composition | Pledging/Hedging | Ownership Guidelines |
|---|---|---|---|---|---|
| Charu Jain | 9,034 | <1% | Solely DSUs (fully vested; shares delivered upon board departure) | Company policy prohibits hedging; prohibits pledging or margin unless non‑marginable per broker | Directors must hold ≥$400,000; deadline is later of Dec 1, 2025 or 5 years after initial appointment (for Jain, by 2029) |
Insider Filings & Trades
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company reports all required insider ownership reports were timely filed; no delinquencies disclosed |
Governance Assessment
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Strengths
- Independent director with directly relevant cyber/technology credentials; chairs newly formed cyber/innovation oversight committee, aligning board oversight with key enterprise risks/opportunities .
- Clean conflicts profile: no other public company directorships; no related-person transactions disclosed; robust hedging/pledging prohibitions reduce misalignment risk .
- Alignment via equity: director compensation can be taken in DSUs with a 25% match on deferrals; directors subject to a $400,000 ownership guideline; Jain’s DSUs count toward guideline and are held until board service ends .
- Board-wide signals: 98% say‑on‑pay approval in 2024 suggests broad investor support for governance/compensation practices .
-
Watch items
- Cyber Committee is newly formed (Dec 4, 2024) with zero meetings in 2024; effectiveness will be clearer after 2025 operating cadence and reporting .
- Time-to-guideline: as a 2024 appointee, Jain has until 2029 to meet the $400,000 ownership threshold; ongoing monitoring of ownership progress advisable .
-
Overall view
- Jain enhances board effectiveness in cyber and technology oversight with no apparent conflicts and strong alignment mechanisms; early-stage committee tenure is the primary area to monitor for execution and transparency (e.g., frequency, depth of reporting, incident oversight) .