ALASKA AIR GROUP INC (ALK)
Sector: Industrials
2026 Annual Meeting Analysis
ALASKA AIR GROUP INC · Meeting: May 12, 2026
Directors FOR
1
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 10 Directors to One-Year Terms
Against Analysis
Ms. Bedient has served since 2004 and her tenure fully overlaps the 3-year underperformance period; ALK's 3-year total return is -10.3% versus the peer group median of +41.0%, a gap of -51.3 percentage points that exceeds the 20-point trigger threshold for negative absolute TSR, and the 5-year return of -50.6% versus the peer 5-year median of +27.6% (a -78.2pp gap, also exceeding the 20pp threshold) confirms this is not a transient dip, so no mitigant applies.
Mr. Beer has served since 2017 and his tenure fully overlaps the 3-year underperformance period; the same -51.3pp 3-year gap versus peers triggers the policy, and the 5-year record (-78.2pp) confirms sustained underperformance with no mitigant available.
Mr. Conner has served since 2018 and his tenure fully overlaps the 3-year underperformance period; the -51.3pp peer gap triggers the policy, and the 5-year record (-78.2pp) confirms the underperformance is sustained rather than transient.
Mr. Elwell has served since 2021, giving him more than 24 months of tenure that fully overlaps the 3-year underperformance period; the -51.3pp peer gap triggers the policy, and the 5-year check is not available to provide a mitigant given the tenure window, so the trigger stands.
Ms. Hogan has served since August 2019 and her tenure fully overlaps the 3-year underperformance period; the -51.3pp peer gap triggers the policy, and the 5-year record (-78.2pp) confirms sustained underperformance with no mitigant available.
Ms. Lofton has served since 2021, giving her more than 24 months of tenure that overlaps the full 3-year underperformance period; the -51.3pp peer gap triggers the policy, and no 5-year mitigant is available given her tenure.
Mr. Minicucci has served as a director since 2020 and his tenure fully overlaps the 3-year underperformance period; the -51.3pp peer gap triggers the policy, and as the CEO and executive director he is subject to the same TSR trigger as all other directors independently of the Say on Pay vote — the 5-year record (-78.2pp) confirms no mitigant applies.
Ms. Sandvik has served since 2013 and her tenure fully overlaps the 3-year underperformance period; the -51.3pp peer gap triggers the policy, and the 5-year record (-78.2pp) confirms sustained underperformance with no mitigant available.
Mr. Yeaman has served since 2012 and his tenure fully overlaps the 3-year underperformance period; the -51.3pp peer gap triggers the policy, and the 5-year record (-78.2pp) confirms sustained underperformance with no mitigant available.
For Analysis
Mr. Shimer joined the board in 2025 and has served for less than 24 months, making him exempt from the TSR trigger under the policy's new-director exemption; no other policy concerns apply.
Nine of ten director nominees receive an AGAINST vote because Alaska Air Group's stock has delivered a -10.3% 3-year return while the company-disclosed peer group returned a median of +41.0%, a gap of -51.3 percentage points that far exceeds the 20-point trigger threshold for companies with negative absolute returns; the 5-year record is even worse (-78.2pp vs peers), confirming this is sustained underperformance with no mitigant, and the trigger applies individually to all directors with more than 24 months of tenure. Only newly-appointed director Peter Shimer receives a FOR vote under the new-director exemption.
Say on Pay
✓ FORCEO
Ben Minicucci
Total Comp
$9,904,339
Prior Support
97%%
CEO total compensation of approximately $9.9 million was explicitly targeted at or below the 25th percentile of the peer group for base salary and approximately the 25th-to-50th percentile for total direct compensation, placing it well within benchmark — no pay-level trigger fires. The pay mix is sound: roughly 90% of the CEO's target pay is variable and performance-linked (a mix of annual incentive tied to profitability, safety, guest experience and synergy capture, plus long-term equity split 50/50 between time-based restricted stock units and performance stock units vesting on 3-year ROIC goals), which comfortably exceeds the 50-60% variable pay threshold. Although the stock has significantly underperformed peers, actual incentive outcomes reflected this: the profitability metric paid zero (2.8% adjusted pretax margin missed the 4% threshold), ROIC-based performance stock units for 2025 paid out at 0%, and the overall short-term incentive paid only 110% of target driven by strong safety and synergy results, demonstrating that the incentive structure is working as intended. The prior year advisory vote received 97% support, well above the 70% threshold, and the program structure is unchanged.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include the auditor fee table or KPMG's tenure disclosure; per policy, the tenure trigger requires confirmed data to fire and we do not assume a No vote in the absence of that data, so the default FOR applies. KPMG is a Big 4 firm appropriate for a $3.9B public company, and no restatement concerns are evident in the filing.
Overall Assessment
The 2026 Alaska Air Group ballot features three management proposals; the Say on Pay and auditor ratification both receive FOR votes, but nine of ten director nominees receive AGAINST votes due to severe and sustained stock underperformance — ALK's 3-year return of -10.3% trails the company-disclosed compensation peer group median of +41.0% by 51.3 percentage points, far exceeding the policy trigger, with the 5-year record confirming no mitigant applies. Only newly-joined director Peter Shimer is exempt from the TSR trigger under the 24-month new-director rule. No stockholder proposals appear on the ballot (the one submitted proposal was excluded by the company under SEC Rule 14a-8).
Compensation Peer Group
20 companies disclosed in 2026 proxy filing