DEF 14A of Alaska Air Group, Inc., Mar 27, 2025

DEF 14A of Alaska Air Group, Inc.

Filed Mar 27, 2025 · FY20240000950170-25-046061

Open on EDGAR

  1. Our Board

    Our Board The Board has nominated 10 director nominees for election at the Annual Meeting. Except for Mr. Shimer, who is a nominee for the first time, each director nominee was elected by the Company’s shareholders at the 2024 Annual Meeting and currently serves on the Board. Mr. Thompson has not been nominated for re-election and will retire from his position on our Board on the date of the Annual Meeting. All nominees meet the New York Stock Exchange (NYSE) governance standards for director independence, except for Mr. Minicucci, who is not independent due to his position as an executive officer of the Company.

  2. Our Board

    | Nominee and Principal Occupation | Age | Director Since | Committee Membership | | Patricia M. Bedient Former Executive Vice President and CFO The Weyerhaeuser Company | 71 | 2004 | Non-Executive Board Chair | | James A. Beer Former Chief Financial Officer Atlassian Corporation | 64 | 2017 | Innovation (Chair) Audit | | Raymond L. Conner Former Vice Chairman The Boeing Company | 69 | 2018 | Compensation and Leadership Development (Chair) Safety | | Daniel K. Elwell President Elwell & Associates, LLC and Former Deputy and Acting Administrator, Federal Aviation Administration | 65 | 2021 | Safety Innovation | | Kathleen T. Hogan Chief People Officer and Executive Vice President of Human Resources Microsoft | 59 | 2019 | Governance, Nominating and Corporate Responsibility (Chair) Compensation and Leadership Development | | Adrienne R. Lofton Vice President, Global Brand Marketing Google | 49 | 2021 | Innovation Compensation and Leadership Development | | Ben Minicucci President and CEO Alaska Air Group, Inc. and Alaska Airlines, Inc. | 59 | 2020 | | | Helvi K. Sandvik President, Kidways LLC and Former President NANA Development Corporation | 67 | 2013 | Safety (Chair) Compensation and Leadership Development | | Peter A. Shimer Former Chief Financial Officer and Chief Executive Officer Deloitte | 62 | Nominee | | | Eric K. Yeaman Founder and Managing Partner, Hoku Capital LLC | 57 | 2012 | Audit (Chair) Governance, Nominating and Corporate Responsibility |

  3. Proposal 1: Election of Directors to One-Year Terms

    Proposal 1: Election of Directors to One-Year Terms The Company’s Bylaws (Bylaws) provide that directors shall serve a one-year term. Directors are elected to hold office until their successors are elected and qualified, or until resignation or removal in the manner provided in the Bylaws. Ten directors have been nominated for election this year and each has consented to serve a one-year term ending in May 2026. There are no family relationships among the directors and our executive officers.

  4. Proposal 1: Election of Directors to One-Year Terms

    | Patricia M. Bedient, 71 | Qualifications: | | Former Executive Vice President and CFO, The Weyerhaeuser Company Director of Alaska Air Group since 2004 Non-executive Board Chair | • Financial/Accounting and Investor Relations Expertise • Public Company Governance Experience • Business Development and Mergers and Acquisitions Experience Professional Highlights: Ms. Bedient was executive vice president for Weyerhaeuser Company, a publicly traded company and one of the world's largest integrated forest products companies, from 2007 until her retirement in 2016. She was Weyerhaeuser's CFO from 2007 until 2016. Ms. Bedient served as senior vice president, finance and strategic planning from 2006 until 2007 and as vice president, strategic planning from 2003, when she joined Weyerhaeuser. A certified public accountant (CPA) since 1978, she served as managing partner of the Seattle office of Arthur Andersen LLP prior to joining Weyerhaeuser. Ms. Bedient also worked at Andersen’s Portland and Boise offices as a partner and as a CPA during her 27-year career with the firm. She is a member of the American Institute of CPAs and the Washington Society of CPAs. She also holds a Cyber-Risk Oversight Certificate from the National Association of Corporate Directors. Ms. Bedient currently serves on the Board of Suncor Energy Inc. where she chairs the audit committee and is a member of the governance nominating committee, as well as serving on the Board of Park Hotels & Resorts Inc. as chair of the audit and governance nominating committees. Current Public Company Board Service: • Suncor Energy Inc. • Park Hotels & Resorts Inc. Current Non-Public Company Board Service: • Alaska Airlines and Horizon Air (subsidiaries of Alaska Air Group) • Oregon State University Foundation Board of Trustees • Overlake Medical Center Board of Trustees • University of Washington Foster School of Business Advisory Board Education: • BS, Oregon State University |

  5. Proposal 1: Election of Directors to One-Year Terms

    | James A. Beer, 64 | Qualifications: | | Former CFO, Atlassian Corporation Director of Alaska Air Group since 2017 Innovation Committee (Chair) Audit Committee | • Airline/Transportation/Safety Expertise • Business Development and Mergers and Acquisitions Experience • Cybersecurity and Technology Expertise • Financial/Accounting and Investor Relations Expertise • Public Company Governance Experience Professional Highlights: Mr. Beer served as CFO at Atlassian Corporation PLC, a publicly traded company, from 2018 until his retirement in 2022. He was executive vice president and CFO for McKesson Corporation from 2013 to 2017 and CFO at Symantec Corp from 2006 to 2013. From 1991 to 2006, he held several management positions, including CFO at AMR Corporation and American Airlines. Mr. Beer served on the ForeScount Technologies, Inc. board of directors from 2016 to 2020 where he served on the audit committee. In 2020, he was appointed to the board of DocuSign, Inc. and serves on its audit and M&A committees. In April 2024, Mr. Beer joined the board of Zscaler, Inc., a leading cyber security firm, where he serves on the audit committee. Current Public Company Board Service: • DocuSign, Inc. • Zscaler Current Non-Public Company Board Service: • Alaska Airlines and Horizon Air (subsidiaries of Alaska Air Group) Education: • BS, Aeronautical Engineering, Imperial College, London University • MBA, Harvard Business School |

  6. Proposal 1: Election of Directors to One-Year Terms

    | Raymond L. Conner, 69 | Qualifications: | | Former Vice Chairman, The Boeing Company Director of Alaska Air Group since 2018 Compensation and Leadership Development Committee (Chair) Safety Committee | • Airline/Transportation/Safety Expertise • Business Development and Mergers and Acquisitions Experience • Government/Public Affairs/Regulatory Expertise • HR/Org. Strategy • Investor Relations Expertise • Public Company Governance Experience • Public Company CEO Experience Professional Highlights: Mr. Conner is the former vice chairman of The Boeing Company. Prior to his appointment to vice chairman in 2013, Mr. Conner served in a number of positions with Boeing Commercial Airplanes since 1977, including a variety of roles within the sales, finance and material divisions. Most recently, he served as vice president and general manager of the 777 program (2001-2003), vice president of sales for the Americas (2003 to 2007), vice president and general manager of supply chain management and operations (2008 – 2011), vice president sales, marketing and commercial aviation services (2012), and president and CEO (2013-2017). Mr. Conner has been operating advisor to Clayton, Dubilier & Rice, LLC, a private investment firm, since 2018. He has served as chairman of Pursuit Aerospace, a global manufacturer of complex aircraft engine components since 2023. Current Non-Public Company Board Service: • Alaska Airlines and Horizon Air (subsidiaries of Alaska Air Group) • Board of Trustees Central Washington University • Pursuit Aerospace Education: • BS, Central Washington University • MBA, University of Puget Sound |

  7. Proposal 1: Election of Directors to One-Year Terms

    | Daniel K. Elwell, 65 | Qualifications: | | President, Elwell & Associates, LLC Former Deputy and Acting Administrator, Federal Aviation Administration Director of Alaska Air Group since 2021 Safety Committee Innovation Committee | • Airline/Transportation/Safety Expertise • Climate/Carbon Expertise • Government/Public Affairs/Regulatory Expertise • Technology Expertise Professional Highlights: Mr. Elwell is president of Elwell & Associates, LLC. He served as Deputy and Acting Administrator of the Federal Aviation Administration (FAA) from 2017 to 2020, where he was responsible for the safety and efficiency of the largest aerospace system in the world. He also had oversight of the FAA’s multibillion-dollar Next Gen air traffic control modernization program to accelerate the shift from ground-based radar to state-of-the-art satellite technology. Mr. Elwell also served as senior vice president for safety, security and operations at Airlines for America (A4A) from 2013-2015 and was vice president of the Aerospace Industries Association of America, Inc. (AIA) from 2008 to 2013. He is also a former military and commercial pilot. From 2021 to 2024, Mr. Elwell served on the advisory board of Dedrone Holdings, Inc., an airspace security company. In addition, he served on the board of PARSEC Acquisition (a space, transportation, and advanced space special 3 purposes acquisition company) from 2022 to 2024. Mr. Elwell was appointed in 2021 to serve on the advisory board of Asylon Robotics, Inc., a drone security company. Current Non-Public Company Board Service: • Alaska Airlines and Horizon Air (subsidiaries of Alaska Air Group) • Joby Aviation, Inc. Advisory Board • Asylon Advisory Board • AFCO/AVPorts • SAAB, Inc., USA SSA Board Education: • BS, U.S. Air Force Academy |

  8. Proposal 1: Election of Directors to One-Year Terms

    | Kathleen T. Hogan, 59 | Qualifications: | | Chief People Officer and Executive Vice President of Human Resources, Microsoft Director of Alaska Air Group since August 2019 Governance, Nominating and Corporate Responsibility Committee (Chair) Compensation and Leadership Development Committee | • HR/Org. Strategy • Public Company Governance Experience • Technology Experience Professional Highlights: Ms. Hogan has been the chief people officer executive vice president of human resources for Microsoft Corporation, a publicly traded company, since 2014. She previously served as corporate vice president of Microsoft Services from 2003-2015. Prior to joining Microsoft in 2003, Ms. Hogan was a partner at McKinsey & Co., Inc. and a development manager at Oracle Corporation. She previously led the finance committee for the Puget Sound affiliate of Susan G. Komen for the Cure. Current Non-Public Company Board Service: • Alaska Airlines and Horizon Air (subsidiaries of Alaska Air Group) • National Center for Women & Information Technology Education: • BS, Harvard University • MBA, Stanford University Graduate School of Business |

  9. Proposal 1: Election of Directors to One-Year Terms

    | Adrienne R. Lofton, 49 | Qualifications: | | Global Vice President, Consumer Marketing, Platforms & Devices, Google Director of Alaska Air Group since 2021 Compensation and Leadership Development Committee Innovation Committee | • Brand/Marketing Expertise • Technology Experience • HR/Org. Strategy Professional Highlights: Ms. Lofton has been the vice president of global brand marketing at Google since 2021, where she oversees the integrated consumer experience for Google's platforms and ecosystems portfolio. She previously served as vice president and head of North America marketing at Nike, Inc. from 2018 to 2021, and as Under Armour, Inc.'s senior vice president, of global marketing, operations and philanthropy from 2015 to 2018. Ms. Lofton has deep cross-industry experience that includes leadership roles at Levi Strauss & Co., where she was chief marketing officer for the global Dockers brand and Target Corporation, where she helped spearhead the company’s multicultural marketing focus and provided cross-categorical leadership across its iconic master brand. She began her career at Gap Inc. and also worked at Starcom Worldwide, Inc., focused on the General Motors portfolio. Current Non-Public Company Board Service: • Alaska Airlines and Horizon Air (subsidiaries of Alaska Air Group) Education: • BA, Howard University |

  10. Proposal 1: Election of Directors to One-Year Terms

    | Ben Minicucci, 59 | Qualifications: | | President and CEO Alaska Air Group, Inc. and Alaska Airlines, Inc. Director of Alaska Air Group since 2020 | • Airline/Transportation/Safety Expertise • Business Development and Mergers and Acquisitions Experience • Climate/Carbon Expertise • Government/Public Affairs/Regulatory Expertise • HR/Org. Strategy • Investor Relations Expertise • Public Company Governance Experience • Public Company CEO Experience Professional Highlights: Mr. Minicucci has been chief executive officer of Alaska Air Group (Air Group) and Alaska Airlines (Alaska) since 2021. He has been president of Alaska since 2016 and became president of Air Group in 2021. He served as chief operating officer from 2008 until 2019. Mr. Minicucci also served as chief executive officer of Virgin America Inc. from 2016 to 2018. Prior to this, he held various executive positions at Alaska, including executive vice president of operations, vice president of Seattle operations, and staff vice president of maintenance and engineering. Before joining Alaska, Mr. Minicucci had a variety of roles at Air Canada and served in the Canadian Armed Forces for 14 years prior to joining the private aviation sector. Mr. Minicucci served on the board of PG&E Corporation (an energy-based holding company) from 2018 to 2019. Current Non-Public Company Board Service: • University of Washington Michael G. Foster School of Business, Center for Leadership and Strategic Thinking • UNCF Education: • BS and MS, Royal Military College of Canada • Advanced Management Program, Harvard Business School |

  11. Proposal 1: Election of Directors to One-Year Terms

    | Helvi K. Sandvik, 67 | Qualifications: | | President, Kidways LLC Director of Alaska Air Group since 2013 Safety Committee (Chair) Compensation and Leadership Development Committee | • Business Development and Mergers and Acquisitions Experience • Government/Public Affairs/Regulatory Expertise • HR/Org. Strategy • Public Company Governance Experience • CEO Experience | | | Professional Highlights: | | | Ms. Sandvik is president of Kidways LLC, a business management consulting firm. From 1999 to 2016, Ms. Sandvik was president of NANA Development Corporation (NDC), a diversified business engaged in government contracting, oilfield and mining support, professional management services, and engineering and construction. During this time, she oversaw the growth of the NDC from an oil field support services company with revenues of $50 million into a diverse, multi-sector, global enterprise with revenues of $1.5 billion. Prior to that, Ms. Sandvik served in a variety of leadership roles within the Alaska Department of Transportation and Public Facilities, including as director of statewide aviation and deputy commissioner, as well as a variety of public and non-profit leadership roles. | | | Current Non-Public Company Board Service: | | | • Alaska Airlines and Horizon Air (subsidiaries of Alaska Air Group) • HDR, Inc. • National Center for American Indian Enterprise Development | | | Education: • BA, Kalamazoo College • MBA, University of Alaska Fairbanks |

  12. Proposal 1: Election of Directors to One-Year Terms

    | Peter A. Shimer, 62 | Qualifications: | | Former CFO and CEO of Deloitte Director Nominee | • Business Development and Mergers and Acquisitions Experience • Financial/Accounting and Investor Relations Expertise • Public Company Governance Experience • Technology Expertise • CEO Experience Professional Highlights: Mr. Shimer served as Deloitte’s interim chief executive officer in 2022 and 2023. He also served as US chief operating officer, chief financial officer, chair of the Deloitte US operating committee, member and chair of the US executive committee, and Seattle managing partner. He has been responsible for operational performance, evaluating major investments—including acquisitions, joint ventures, technology, and innovation—and driving strategic choices in cost leadership across the organization. Mr. Shimer has experience advising C-suite, corporate boards and audit committees on complex business matters, including strategy development, acquisitions/divestitures, financial accounting and reporting, governance, risk management, and compliance matters. Current Non-Public Company Board Service: • Fred Hutchinson Cancer Center Education: • BA, University of Washington |

  13. Proposal 1: Election of Directors to One-Year Terms

    | Eric K. Yeaman, 57 | Qualifications: | | Founder and Managing Partner, Hoku Capital LLC Director of Alaska Air Group since 2012 Audit Committee (Chair) Governance, Nominating and Corporate Responsibility | • Business Development and Mergers and Acquisitions Experience • Financial/Accounting and Investor Relations Expertise • Public Company Governance Experience • CEO Experience Professional Highlights: Mr. Yeaman is currently the founder and managing partner of Hoku Capital LLC, a strategic advisory services firm located in Honolulu, HI. He was president and COO of First Hawaiian Bank, a wholly owned subsidiary of First Hawaiian, Inc., from 2015 to 2019. From 2008 to 2015, he was president and CEO of Hawaiian Telcom, Inc. a telecommunications and technology company serving the state of Hawaii. Prior to that, he was senior executive vice president and COO of Hawaiian Electric Company, Inc. (HECO). Mr. Yeaman joined Hawaiian Electric Industries, Inc. (HEI), HECO’s parent company, in 2003 as financial vice president, treasurer and CFO. Prior to joining HEI, Mr. Yeaman held the positions of chief operating and financial officer for Kamehameha Schools from 2000 to 2003. He began his career at Arthur Andersen LLP in 1989. Current Public Company Board Service: • Alexander & Baldwin, Inc. • Par Pacific Holdings, Inc. Current Non-Public Company Board Service: • Alaska Airlines, Hawaiian Holdings, and Horizon Air (subsidiaries of Alaska Air Group) • DR Fortress, LLC • Lanihau Properties, LLC • Palani Ranch Company, Inc. • Friends of Hawaii Charities, Inc. • The Harold K.L. Castle Foundation • Hawaii Asia Pacific Association Education: • BA, University of Hawaii at Manoa |

  14. Board Committee and Risk Oversight Functions

    | Compensation and Leadership Development Committee | With regard to matters pertaining to executive and director compensation and executive leadership under Alaska’s SVP People and guidance from an independent consultant: o set, review and approve compensation of the CEO and other elected officers of the Company and its subsidiaries; and o establish the process for reviewing and approving corporate goals relevant to CEO compensation and for evaluating CEO performance in light of those goals. • Set annual goals under the broad-based Performance-Based Pay Plan and Operational Performance Rewards Plan and administer the plans. • Grant equity-based awards to elected officers. • Administer and review the supplementary retirement plans for elected officers and the equity-based incentive plans. • Make recommendations to the Board regarding other executive compensation issues. • Fulfill ERISA fiduciary and non-fiduciary functions for tax-qualified retirement plans by monitoring management benefit committees and approving the membership of those committees and the extension of plan participation to employees of subsidiaries. • Approve the terms of employment and severance agreements with elected officers and the form of change-in-control agreements. • Review CEO and other management development and succession plans, including standards for assessment of individual development activities and progress. • Administer and make recommendations to the Board of Directors with respect to long-term incentive equity plans. • Administer, review and modify the Company’s clawback policy regarding recoupment of certain compensation payments. • Oversee the development, implementation and progress of the Company's workforce management polices and strategies. • Review the report on executive compensation required for the annual proxy statement. • Annually review and reassess the adequacy of the Committee’s charter and its performance. |

  15. 2024 Director Compensation

    2024 Director Compensation The following table presents information regarding the compensation paid for 2024 to members of the Board of Directors who were not also the Company’s employees. The compensation paid to Mr. Minicucci for 2024 is presented in the Summary Compensation Table and the related explanatory tables. Mr. Minicucci did not receive additional compensation for his service on the Board. Our compensation policy for members of the Board who are not employed by the Company or any of its subsidiaries (“non-employee directors”) provides for the director to receive annual cash and stock retainers for their service on the Board. The Board's philosophy on director compensation is to be near the median of compensation paid to non-employee directors of companies in our airline peer group (identified in the CD&A below). Following a market review by the Compensation and Leadership Development Committee's independent consultant in February 2024, the Board approved increases to the annual cash retainer, annual stock retainer and chair retainers to align with the peer group median. The board compensation structure for 2024 was as follows: • Annual cash retainer of $90,000; • Annual stock retainer of $140,000; • Additional annual cash retainer for the non-executive Board Chair of $150,000; • Annual retainer of $30,000 for the chair of the Audit Committee, $25,000 for the chair of the Compensation and Leadership Development Committee, and $20,000 for the chairs of the Governance Nominating and Corporate Responsibility Committee, Safety Committee and Innovation Committee; and • Additional annual cash retainer for the chair of the Hawaiian Holdings, Inc. (an Alaska Air Group, Inc. subsidiary) board of directors of $20,000. Under the terms of the Company’s Stock Deferral Plan for Non-Employee Directors, each eligible director may elect in the prior year to receive his or her annual stock retainer in the form of shares that are fully vested at the time of grant or to receive vested deferred stock units for all or a portion of the award that are not paid in shares until his or her termination of service on the Board. If no election is made in the year prior to payment, the director is issued fully vested shares. The following table presents information regarding the compensation paid for 2024 to the non-employee directors. The compensation paid to Mr. Minicucci for 2024 is presented in the Summary Compensation Table and the related explanatory tables. Mr. Minicucci did not receive additional compensation for his service on the Board.

  16. 2024 Director Compensation Table

    2024 Director Compensation Table

  17. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | All Other Compensation (2) ($) | Total ($) | | Patricia M. Bedient | 240,043 | 139,957 | 19,889 | 399,889 | | James A. Beer | 110,043 | 139,957 | 23,263 | 273,263 | | Raymond L. Conner | 115,043 | 139,957 | 14,981 | 269,981 | | Daniel K. Elwell | 90,043 | 139,957 | 14,981 | 244,981 | | Kathleen T. Hogan | 110,043 | 139,957 | 46,576 | 296,576 | | Adrienne R. Lofton | 90,043 | 139,957 | 12,527 | 242,527 | | Helvi K. Sandvik | 110,043 | 139,957 | 11,877 | 261,877 | | J. Kenneth Thompson | 90,043 | 139,957 | 12,221 | 242,221 | | Eric K. Yeaman | 120,043 | 139,957 | 24,078 | 284,078 |

  18. 2024 Director Compensation Table

    In May 2024, Mr. Beer, Mr. Elwell, Ms. Hogan, Ms. Lofton and Mr. Yeaman were each granted 3,191 vested and deferred stock units (DSUs), based on their 2023 elections to defer their 2024 stock retainers. Ms. Bedient, Mr. Conner, Ms. Sandvik, and Mr. Thompson were each issued 3,191 vested shares. See discussion of these awards in Note 13 (Stock-Based Compensation Plans) to the Company’s Consolidated Financial Statements included as part of the Company’s 2024 Annual Report filed on Form 10-K with the SEC and incorporated herein by reference. The non-employee directors do not hold any outstanding stock options. They also do not participate in any non-equity incentive compensation plans, nor do they participate in a nonqualified deferred compensation plan (other than the election to receive deferred stock units as noted above). Non-employee directors do not receive pension benefits for their service. As part of each director’s compensation, the non-employee director and the non-employee director’s spouse or domestic partner and eligible dependents are provided complimentary, positive-space transportation on Alaska Airlines, Horizon Air and Hawaiian Airlines, Inc (effective November 10, 2024). Included in the “All Other Compensation” column for each non-employee director is the incremental cost to the Company for providing this travel to the director and any eligible family members. Positive-space travel is a benefit unique to the airline industry. By providing this travel to non-employee directors, the Company is able to deliver a highly valued benefit at a low cost, and believes this benefit encourages non-employee directors to experience and engage with Alaska, Hawaiian and Horizon employees and services. Each director also receives an annual award of $10,000 worth of Mileage Plan Miles that can be, among other things, used to purchase tickets on oneworld partners so that directors can experience partner airlines. The “All Other Compensation” column also includes the value of reimbursements for taxes on the transportation benefits provided to each director. Mr. Yeaman's 'All Other Compensation' total includes $5,722 for services rendered as a member of the Hawaiian Holdings, Inc. Board of Directors from September 1, 2024 through December 31, 2024.

  19. Philosophy and Objectives of the Company’s Executive Compensation Program

    Philosophy and Objectives of the Company’s Executive Compensation Program The philosophy of the Company’s executive compensation program in 2024 was consistent with that of prior years: being conservative stewards of shareholder resources while compensating executives appropriately and competitively and driving superior performance relative to other airlines in North America. Because the NEOs are primarily responsible for the overall execution of the Company’s strategy, a high percentage of their target total direct compensation, approximately 90% for the CEO and 81% for the other NEOs, is variable and tied to Company performance or stock price, thereby providing incentives to achieve goals that we believe help create value for shareholders. The fundamental objectives of the executive compensation program are: • to attract and retain highly qualified executives who share the Company’s values and are committed to its strategic plan by designing the total compensation package to be competitive with an appropriate peer group as there is substantial competition for talent in our key geographies; • to motivate executives to provide excellent leadership and achieve Company goals by linking incentive pay to the achievement of specific targets set in the PBP Plan and the Company’s strategic plan; and • to align the interests of executives and shareholders by tying a large portion of executives’ total direct compensation (meaning base salary, actual short-term incentive pay and the grant date fair value of equity awards as determined for accounting purposes) to the achievement of objective goals related to the Company’s financial performance, safety record, cost structure and guest satisfaction. 2024 Compensation Actions: To implement the executive compensation program for 2024, the Committee took the following steps in February 2024: Approved target total direct compensation for Mr. Minicucci that is approximately 89% performance-based, meaning that it is contingent on operational, financial and/or stock price performance. For the other NEOs, the Committee approved target total direct compensation that is, on average, approximately 81% performance-based. (See the Target Total Direct Compensation section below.) Both our short-term and long-term incentive programs contain performance-based metrics and goals that we believe contribute to the long-term success of the Company. Established 2024 performance metrics, goals and participation rates for the PBP Plan. The metrics under this plan include profitability, safety, guest experience, fuel efficiency, and relative industry financial performance. All employees of Alaska Airlines and Horizon Air participated in the 2024 PBP plan and have their bonuses determined using the same goals. • Approved long-term incentive equity awards to NEOs. Each NEO's grant consisted of 50% of service-based RSU awards, and 50% of PSU awards that vest only if specified return on invested capital (ROIC) metrics are achieved. We believe these awards and use of ROIC in the PSUs further align executives’ incentives with the creation of long-term value for shareholders.

  20. The Use of Peer Group Compensation Data

    The Use of Peer Group Compensation Data The Committee reviews and analyzes target total direct compensation for the NEOs annually against the compensation provided by a peer group of airline companies to executives in similar positions. In analyzing the information for 2024, the Committee reviewed the target total direct compensation for executives of a peer group of the airlines identified below. The following companies represent the airline peer group selected by the Committee as a comparator for determining appropriate compensation levels for 2024 (the same peer group that was used in 2023: • Air Canada • American Airlines Group • Delta Air Lines • Hawaiian Airlines • JetBlue Airways • SkyWest • Southwest Airlines • Spirit Airlines United Airlines Holdings The Committee chose to include the companies named above in its peer group for the following reasons: they represent a group of sufficient size to present a reasonable indicator of executive compensation levels; • they are in the airline industry and their businesses are similar to the Company’s business and the environment in which they compete; • the median annual revenue of this group approximates the Company’s annual revenue with ranges for airlines; and • the Company competes with these peer companies for talent to fill certain key, industry-related executive positions. In the aggregate, 2024 target total compensation for the NEOs was generally set in reference to the median for comparable positions at companies in the airline peer group. In setting 2024 executive compensation, the Committee also reviewed data for 21 companies in the broader transportation and travel industry having median annual revenue similar to the Company’s annual revenues as an additional reference point to assess the Company’s executive compensation program. The companies in this transportation and travel industry peer group include: Air Canada, Avis Budget Group, Booking Holdings, Carnival Corporation, Expedia Group, Inc., Expeditors International of Washington, Inc., Hertz Global Holdings, Hilton Worldwide Holdings, Inc., Hub Group, Inc., Hyatt Hotels, JB Hunt Transport Services, Inc., JetBlue Airways Corporation, Lyft, Marriott International, Inc., Norfolk Southern Corporation, Norwegian Cruise Line Holdings Ltd., Royal Caribbean Cruises Ltd., Ryder System, Inc., Knight-Swift Transportation Holdings, Inc., Wyndham Destinations, Inc., and XPO Logistics, Inc. The peer group listed above is consistent with the 2023 transportation and travel peer group used for this purpose, with the exception of removing Atlas Air, Landstar Systems, Inc. and U-Haul, and adding Booking Holdings, Carnival Corporation, Hertz Global Holdings, Hyatt Hotels, and Lyft. The changes were made to include more of a focus on consumer-oriented companies in the transportation and travel industry. In the aggregate, target total cash compensation for the NEOs fell below the median for comparable positions at companies in the transportation and travel industry peer group, and target total direct compensation was between approximately the 25th and 50th percentiles. For our CEO, target total cash compensation and target total direct compensation fell below the 25th percentile for chief executive officers within the transportation and travel industry peer group. In general, the Committee uses this peer group and transportation and travel industry data as background information for its compensation decisions and does not “benchmark” compensation at any particular level relative to the peer companies. Except as otherwise noted in this CD&A, decisions by the Committee are qualitative and the result of the Committee’s business judgment, which is informed by the analysis of the members of the Committee as well as input from, and market data provided by, its independent compensation consultant. The Committee believes that the compensation opportunities provided to the NEOs are appropriate in light of competitive considerations.

  21. The Application of Internal Equity Considerations

    The Application of Internal Equity Considerations In addition to reviewing compensation data for airline and transportation and travel industry peer groups, the Committee believes it is appropriate to consider other principles of compensation, and not rely on market data as the sole basis for setting compensation. Thus, while the Committee has considered peer group data as described above, it has also applied other compensation principles, including internal equity, when determining executive compensation. By also considering internal equity, the Committee can structure executive compensation in a way that helps ensure appropriate compensation in light of atypical internal or external pressures or compensation considerations.

  22. PBP Short-Term Incentive Pay Plan

    PBP Short-Term Incentive Pay Plan The NEOs are eligible to earn annual incentive pay under the PBP Plan, in which all eligible company employees participated in 2024. The PBP Plan is intended to motivate executives and other employees to achieve specific company goals. The Committee aligns the PBP Plan with the Company’s strategic plan by determining a target performance goal for each operational, safety, financial, or fuel efficiency metric (outlined in the 2024 Performance-Based Pay Metrics table below) that is consistent with the Company’s strategic plan goals. Target payout opportunities are established for each NEO as a percentage of base salary. These percentages are approved by the Committee after considering market data, performance, tenure, and internal pay parity, among other factors as it deems appropriate. For the NEOs, the 2024 target participation levels are listed in the table below. The Committee increased Mr. Minicucci’s PBP target opportunity from 105% to 175% in 2024 based on its review of market data along with a preference to increase performance-drive pay and to align our CEO with key strategic operational metrics.

  23. 2024 Performance-Based Pay Plan Participation Rates

    Incentive award payments under the PBP Plan range from 0% to 200% of the NEO’s target based on the achievement of performance goals set by the Committee at the beginning of each year. The PBP also includes a margin modifier that can increase the PBP payout based on pre-tax margin industry placement as described below. However, the PBP payout percentage (including the modifier) is capped at 200% of target for executive employees. For each performance metric, performance at the target level results in a 100% payout of the target amount for that metric, while the payout percentage would be 200% for performance at or above the maximum level and 25% for performance at the threshold level. The payout percentages are interpolated for performance between the levels identified below, but if performance for a particular metric is below the threshold level, no payment will be made as to that metric. The Committee retains discretion to adjust bonus amounts that would otherwise be paid, though no such discretion was applied for 2024. The long-term success of the Company is highly dependent on running a profitable, safe, sustainable and reliable operation and outperforming the industry. Each of these key strategic objectives is reflected in the metrics of the PBP Plan. For 2024, the PBP Plan metrics for employees were set as follows:

  24. 2024 Performance-Based Pay Metrics

    “Adjusted Pretax Profit” means the net income of Alaska Air Group as computed under GAAP, adjusted for Excluded Items and Alternative Accounting Treatments. “Excluded Items” means (a) income taxes, (b) pretax expense under any Alaska Air Group (or subsidiary) performance-based pay, operational performance rewards, or similar such programs as determined in the discretion of the Committee, and (c) special income or expense items that, in the discretion of the Committee, and (c) special income or expense items that, in the discretion of the Committee, should be excluded because recognizing them would not appropriately serve the goals of the PBP Plan. These may include, without limitation, gain or loss on disposition of capital assets, impairments or other fleet exit costs, expenses from voluntary or involuntary severance programs, significant curtailment gains or losses from retirement plans, the impact of changes in accounting principle, government refunds or assistance and cumulative effect of accounting changes. “Alternative Account Treatments” means expense or income items that, for purposes of calculating Adjusted Pretax Profit, the Company (or any subsidiary) will account for based on non-GAAP methods because, in the discretion of the Committee, using GAAP accounting methods would not appropriately serve the goals of the PBP Plan. These may include, without limitation, fuel hedge accounting on an “as settled” basis. The PBP plan also contained a margin modifier based on the Company's full-year Adjusted Pre-Tax Profit compared to results for corresponding metrics reported by five competitors (Delta, United, American, Southwest and JetBlue). The modifier provides the possibility to increase the payout percentage by 60 points for first place, 40 points for second place and 20 points for third place with no increase if the Company places below third place as compared to the five competitors defined above. We believe profitable growth creates value for all our stakeholders. Implementing a profit modifier builds on our baseline profitability threshold, allowing us to create further alignment with our long-term financial goals of industry outperformance and to recognize our employees for contributing to that success. Ultimately, stronger outperformance allows greater reinvestment in our business to fuel more growth, fosters our culture, and provides the foundation for attractive shareholder returns, further solidifying our strong position in the marketplace. As noted above, the PBP plan's target financial, safety, operational and fuel efficiency goals are generally consistent with the strategic plan that is approved by the Board. Maximum goals correlate to superior performance, while threshold goals generally correlate to what the Committee believes is an acceptable, but minimal, level of performance as compared to the prior year. Safety continues to be the Company's top priority. To reflect the Company's unwavering commitment to safety, the Committee increased the percentage payout under the safety metric from 10% to 20%. Including a safety metric in this broad-based plan reinforces the message that every employee ‘owns safety’. The Committee also included a guest experience and fuel efficiency goal as a PBP plan metric for 2024 to align on operational excellence and the Company's short and long-term sustainability goals which aid in delivering financial results. The Committee believes that using adjusted non-GAAP measures, as defined in the footnotes to the 2024 Performance-Based Pay Metrics table above, such as Adjusted Pre-Tax Profit, rather than GAAP measures, more closely ties results to elements of performance that can be controlled by the decisions and actions of employees, thereby providing a more direct link between performance and reward. In addition, by removing the short-term impact of certain business decisions (such as the gain or loss on disposition of capital assets), we believe the use of adjusted measures encourages executives to make decisions that are in the best interest of the Company over the long term. The table below presents the actual performance results and payout percentages for the 2024 PBP Plan.

  25. 2024 PBP Pay Calculation

    | PBP Metrics | Actual | % of Target Achieved | Weight | | Payout % | | Profit | 9.04% | 200.0% | 60 | | 120.00% | | Safety | 6.37% | 168.6% | 20 | | 33.72% | | Guest Experience | 3 out of 12 | 0% | 10 | | 0% | | Fuel Efficiency | 846.62 | 154.8% | 10 | | 15.48% | | Initial PBP Payout % | | | | | 169.20% | | Margin Modifier Placement | 1st | | | + | 60.0% | | Total PBP Payout as a % of Target Participation rate | | | | = | 229.20% | | Less Cap Reduction at 200% | | | | = | 200.00% |

  26. 2024 PBP Pay Calculation

    As noted above, PBP payout percentage (including any increase for the modifier) is capped at 200% for executive employees. In addition, all the Company’s employees, including the NEOs, participate in a separate annual incentive plan called the Operational Performance Reward (OPR) Plan, which pays a monthly incentive of up to $150 to all employees when certain operational performance targets are met. 50% of the award is based on the achievement of division specific safety metrics. These safety metrics are designed to identify and mitigate risk in top safety areas across the companies. The divisions have authority to update the safety metrics throughout the year if they identify rising risk in another area and/or if the goals have been met on existing metrics. The remaining 50% is based on on-time performance. The maximum annual payout for each employee is $1,800. In 2024, each NEO earned $869 under the OPR Plan.

  27. Long-Term Equity-Based Incentive Compensation

    Long-Term Equity-Based Incentive Compensation Long-term equity incentive awards that link executive pay to shareholder value are the largest important element of the Company’s executive compensation program. Long-term equity incentives that vest over three year periods are awarded annually, resulting in overlapping vesting periods. As the value of the awards is dependent on our stock price, the awards are designed to further align NEOs’ interests with those of shareholders. In addition, equity awards help attract and retain top-performing executives who fit a team-oriented and performance-driven culture. The Company’s 2024 equity grant structure is described below. Restricted Stock Units. The Committee grants 50% of each NEO’s annual long-term incentive award value in the form of time-based restricted stock units (“RSUs”). If employment requirements are met, the RSUs vest ratably over a three-year period and, upon vesting, are paid in shares of Alaska Air Group common stock. The RSUs provide a long-term retention incentive through the vesting period that requires continued service to the Company and aligns with market practice. The RSUs are also designed to further link executives’ interests with those of Alaska Air Group’s shareholders, as the value of the RSUs is based on the value of Alaska Air Group common stock. The Company does not issue dividend equivalents on unvested RSUs. Performance Stock Units. The Committee also grants 50% of each NEO’s annual long-term incentive award value in the form of performance-based stock units (“PSUs”). The PSUs vest only if the Company achieves performance goals established by the Committee for the three-year performance period covered by the award. PSUs also provide a retention incentive as vesting is generally contingent on continued employment through the performance period (although all or a portion of the award may remain eligible to vest if the executive’s employment ends in certain circumstances). Like RSUs, the PSUs help align the executives’ interests with those of shareholders as their value depends on the value of Alaska Air Group common stock. The Company does not issue dividend equivalents on unvested PSUs. PSUs Granted in 2024. For the PSU awards granted to the NEOs in March 2024 with a January 1, 2024 through December 31, 2026 performance period, the vesting is based on ROIC performance. Prior to the COVID-19 crisis, the Company regularly included ROIC within the PSU framework. The unforeseeable financial impacts of COVID-19 eliminated possible achievement of ROIC goals notwithstanding the executive team having continued to drive out-performance versus industry peers on many critical metrics throughout the entirety of the pandemic. Given the then uncertainty or confidence in forward forecasts during that time, we moved to using our total shareholder return (“TSR”) and other key metrics of focus for the PSU structure. Adopting ROIC for the 2024 plan year returned the Company’s incentive structure to align more clearly with our need to continue to prioritize returns and value creation over the long-term given a stabilized outlook relative to during the pandemic. Due to the complex industry environment and the acquisition of Hawaiian Airlines, Inc., the Committee elected to set the ROIC goals for the PSUs annually at the beginning of each calendar year during the three-year performance period. At the end of three year performance period, the final results will be calculated using a simple average of the three-year achievement to determine any payout. The Committee believes that setting the targets annually is appropriate given the uncertainty of closing the Hawaiian Airlines acquisition at the time the goals were set, as well as the risk of other exogenous factors outside our control that materially lowers the Company’s ability to generate target returns in the short term. This structure continues to hold our NEOs accountable to sustained long-term performance. The Return on Invested Capital (ROIC) targets established for 2024 are set forth in the table below. The percentage of the PSUs that vest ranges from 0% to 200% of the target number of units subject to the award, depending on the achievement of the Company’s goals for the performance period. The Committee retains discretion to reduce vesting percentages.

  28. 2024 Performance Stock Unit Award Metrics (2024-2026 Performance Period)

    2024 Performance Stock Unit Award Metrics (2024-2026 Performance Period)

  29. 2024 Performance Stock Unit Award Metrics (2024-2026 Performance Period)

    | RETURN ON INVESTED CAPITAL METRICS JANUARY 1, 2024 – DECEMBER 31, 2024 (1) | | | ROIC January 1, 2024 - December 31, 2024 (2) | Percentage of ROIC Stock Units that Vest for 2024 portion of the Performance Period | | 8.5% and above | 200% | | 7.5% | 100% | | 6% | 50% | | Below 6% | 0% |

  30. 2024 Performance Stock Unit Award Metrics (2024-2026 Performance Period)

    (1) Payout percentages will be linearly interpolated for performance between the levels identified above. (2) As described above, ROIC metrics for 2025 and 2026 will be set by the Committee at the start of the related fiscal year. ROIC for 2024 (the first of the three years under the performance period) was 10.5%, exceeding the maximum target of 8.5%, representing a 200% payout for the 2024 performance year. PSUs Granted Before 2024. In February 2021, the Committee approved grants of PSUs to the NEOs for the January 1, 2021 through December 31, 2023 performance period. In February 2024, the Committee approved a payout of these PSUs at a rate of 75%. Such performance stock awards were based 80% on the Company’s TSR performance relative to the following airline peer group: Air Canada, American Airlines Group, Delta Air Lines, Hawaiian Holdings, JetBlue Airways, SkyWest, Southwest Airlines, Spirit Airlines, and United Continental Holdings. The Company’s TSR performance ranked sixth among these nine peers, resulting in a 90% payout for that metric. The PSU awards granted in 2021 were also based 20% on achievement of the Company’s leadership representation goals set by the Committee. The Company did not achieve threshold performance for these leadership representation goals, resulting in a 0% payout for that metric. The Committee also granted PSUs in 2022 and 2023 with three-year performance periods beginning in January of each respective year. The PSU awards granted in 2022 are scheduled to vest at the end of the January 1, 2022 through December 31, 2024 performance period and are based 80% on the Company’s TSR performance relative to the same airline peer group that was used for the 2021 awards, adjusted to exclude Hawaiian Airlines due to the acquisition closing during 2024, and 20% on the Company’s progress towards advancing leadership representation goals at the senior leadership level. In February 2025, the Committee approved a payout of these PSUs at a rate of 112%. The Company’s TSR performance ranked forth among the nine peers, resulting in a 140% payout for that metric and the Company did not achieve threshold performance for these leadership representation goals, resulting in a 0% payout for that metric. The PSU awards granted in 2023 are scheduled to vest at the end of the January 1, 2023 through December 31, 2025 performance period and are based 80% on the Company’s TSR performance relative to the same airline peer group that was used for the 2021 awards, adjusted to exclude Hawaiian Airlines due to the acquisition closing during 2024, and 20% on the Company’s progress towards advancing leadership representation at the senior leadership level. Equity Award Guidelines. The Committee considers and generally follows equity grant guidelines that are based on the target total direct compensation levels and pay mix for each NEO described above. Target equity grant date values, when combined with the base salary and annual target incentive opportunity described above, are designed to achieve target total direct compensation for the NEOs at or about the 50th percentile of the peer group data for executives in comparable positions. The Committee may adjust target equity grant date values to the NEOs based on the Committee’s general assessment of: the individual’s contribution to the success of the Company’s financial performance; • internal pay equity; • the individual’s performance of job responsibilities; and • the accounting impact to the Company and potential dilution effects of the grant. The Committee believes that RSUs and PSUs each provide incentives that are important to the Company’s executive compensation program as a whole. Therefore, the Committee generally awards a mix of these instruments to the NEOs when approving annual equity awards. 2024 Annual Equity Awards. For 2024, the target equity grant date value and mix of the long-term incentive awards granted to the NEOs are shown in the table below. The grant values for 2024 were determined based on various factors, such as references to market data, company performance, individual performance, strategic initiatives, internal equity, retention and alignment with shareholders. 2024 Annual Equity Award Target Values. The values in the table below represents the target dollar value of annual PSU and RSU awards granted in 2024 identified in the table above. The Company converts the target value allocated to each type of award into a number of shares to be subject to the award by dividing the dollar value by an average 30-day trailing closing stock price. The actual grant date fair value of each award as determined for accounting purposes (which are disclosed in the executive compensation tables below) will vary from our target award values due to required accounting methodologies. For more information on these awards, see the 2024 Grants of Plan-Based Awards table below.

  31. Annual Equity Target Values

    | Name | RSUs (50% of Total Grant) | PSUs (50% of Total Grant) | Total Target Equity Value | | Ben Minicucci | $2,577,811 | $2,577,811 | $5,155,622 | | Shane Tackett | $1,159,939 | $1,159,939 | $2,319,878 | | Andrew Harrison | $1,005,256 | $1,005,256 | $2,010,512 | | Constance von Muehlen | $1,005,256 | $1,005,256 | $2,010,512 | | Kyle Levine | $670,170 | $670,170 | $1,340,340 |

  32. Annual Equity Target Values

    Timing of Equity Grants. In general, the Committee’s practice has generally been to grant annual equity awards at its first meeting of each fiscal year, which is usually scheduled well in advance. Additionally, the Committee retains discretion to grant equity awards at other times when and as the Committee may determine to be appropriate. The release of material nonpublic information is not taken into account in determining the timing and terms of equity award grants, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  33. Agreements Regarding Change in Control and Termination

    Agreements Regarding Change in Control and Termination The Company has change-in-control agreements with the NEOs that provide for severance benefits if the executive’s employment terminates under certain circumstances in connection with a change in control. The Company has entered into change-in-control agreements with these executives because it believes that the occurrence, or potential occurrence, of a change-in-control transaction would create uncertainty and disruption during a critical time for the Company. The payment of cash severance benefits under the agreements is triggered if two conditions are met: (1) actual or constructive termination of employment and (2) the consummation of a change-in-control transaction. The Committee believes that the NEOs should be entitled to receive cash severance benefits only if both conditions are met. Once the change-in-control event occurs, the NEO’s severance and other benefits payable under the contract begin to diminish with time so long as the executive’s employment continues, until ultimate expiration of the agreement 36 months later for Mr. Minicucci and the executive vice presidents and 24 months later for Mr. Levine. None of the Company’s change-in-control agreements provide for reimbursement of excise taxes.

  34. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table presents information regarding compensation for services rendered during 2024 for the CEO, the CFO, and the three other most highly compensated executive officers. These individuals are referred to as the NEOs in this Proxy Statement.

  35. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards (1)(2) ($) | Option Awards (1) ($) | Non- Equity Incentive Plan Compen- sation (3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (4) ($) | All Other Compen- sation (5) ($) | Total ($) | | Ben Minicucci | 2024 | 705,385 | 5,155,622 | — | 2,469,715 | — | 315,261 | 8,645,983 | | CEO | 2023 | 637,692 | 7,969,932 | — | 1,224,388 | 94,596 | 386,446 | 10,313,054 | | Alaska Air Group | 2022 | 600,769 | 3,044,242 | 842,151 | 1,803,021 | — | 197,798 | 6,487,981 | | Shane Tackett | 2024 | 577,446 | 2,319,878 | — | 1,098,017 | — | 225,481 | 4,220,822 | | EVP Finance & CFO | 2023 | 552,462 | 4,011,210 | — | 672,243 | 91,725 | 297,066 | 5,624,706 | | Alaska Air Group | 2022 | 527,654 | 1,498,951 | 414,608 | 1,003,255 | — | 166,427 | 3,610,895 | | Andrew Harrison | 2024 | 551,085 | 2,010,512 | — | 1,047,930 | 18,572 | 248,959 | 3,877,058 | | EVP & CCO | 2023 | 530,923 | 2,915,973 | — | 646,073 | 100,332 | 379,649 | 4,572,950 | | Alaska Airlines | 2022 | 507,308 | 1,498,951 | 414,608 | 964,598 | — | 187,451 | 3,572,916 | | Constance von Muhelen | 2024 | 465,769 | 2,010,512 | — | 885,830 | — | 136,864 | 3,498,975 | | EVP & COO | 2023 | 438,908 | 2,993,735 | 404,923 | 534,270 | 32,823 | 173,348 | 4,578,007 | | Alaska Air Group | 2022 | 417,446 | 1,170,553 | 323,832 | 793,861 | — | 88,520 | 2,794,212 | | Kyle Levine (6) | 2024 | 552,277 | 1,340,340 | — | 829,284 | — | 168,679 | 2,890,580 | | SVP General Counsel & CCEO | 2023 | 494,292 | 2,350,784 | 102,803 | 475,125 | 19,687 | 211,946 | 3,654,637 | | Alaska Airlines | 2022 | | | | | | | |

  36. 2024 Summary Compensation Table

    (1) The amounts reported in the Stock Awards and Option Awards columns of the Summary Compensation Table above reflect the fair value of these awards on the grant date as determined under the principles used to calculate the value of equity awards for purposes of the Company’s financial statements (disregarding any estimate of forfeitures related to service-based vesting conditions). For a discussion of the assumptions and methodologies used to value the awards reported in these columns, please see the discussion of stock awards and option awards contained in Note 13 (Stock-Based Compensation Plans) to the Company’s Consolidated Financial Statements, included as part of the Company’s 2024 Annual Report filed on Form 10-K with the SEC and incorporated herein by reference (and, as to awards granted in prior fiscal years, the corresponding note to the financial statements in the Company’s Form 10-K for that year). For more information about the stock awards granted in 2024 to the NEOs, please see the discussion under 2024 Grants of Plan-Based Awards below. The amounts reported in Stock Awards column of the table above also include the grant date fair value of performance-based stock unit awards granted in 2022, 2023 and 2024 to the NEOs based on the probable outcome (determined as of the grant date) of the performance-based conditions applicable to the awards. For the performance stock awards granted in 2024, the probable outcome was determined based on the target number of PSUs subject to the award. A Monte Carlo simulation is used to determine the probable outcome of the TSR performance-based conditions applicable to the performance stock awards granted in 2022 and 2023. The 2022 and 2023 awards also included a diversity and inclusion metric which was recorded and reported at target fair value on the day of grant. The following table presents the aggregate grant date fair value of these performance-based awards included in the Stock Awards column for 2022, 2023 and 2024 and the aggregate grant date value of these awards assuming that the highest level of performance conditions will be achieved.

  37. 2024 Summary Compensation Table

    | | 2022 Performance Awards | | 2023 Performance Awards | | 2024 Performance Awards | | | | Aggregate Grant Date Fair Value (Based on Probable Outcome) | Aggregate Grant Date Fair Value (Based on Maximum Performance) | Aggregate Grant Date Fair Value (Based on Probable Outcome) | Aggregate Grant Date Fair Value (Based on Maximum Performance) | Aggregate Grant Date Fair Value (Based on Probable Outcome) | Aggregate Grant Date Fair Value (Based on Maximum Performance) | | Name | ($) | ($) | ($) | ($) | ($) | ($) | | Ben Minicucci | 2,207,752 | 3,345,958 | 1,975,935 | 3,296,489 | 2,577,811 | 5,155,622 | | Shane Tackett | 1,087,073 | 1,647,514 | 911,271 | 1,520,291 | 1,159,939 | 2,319,878 | | Andrew Harrison | 1,087,073 | 1,647,514 | 858,795 | 1,432,744 | 1,005,256 | 2,010,512 | | Constance von Muehlen | 848,911 | 1,286,566 | 664,027 | 1,107,809 | 1,005,256 | 2,010,512 | | Kyle Levine (6) | — | — | 390,545 | 651,553 | 670,170 | 1,340,340 |

  38. 2024 Summary Compensation Table

    The Non-Equity Incentive Plan Compensation column of the Summary Compensation Table above includes compensation awarded under the Performance-Based Pay Plan and Operational Performance Rewards Plan, each as further described in the Compensation Discussion and Analysis. (4) The amount reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table above reflects the year-over-year change in present value of accumulated benefits determined as of December 31 of each year for the Salaried Retirement Plan and the Supplementary Retirement Plan, both defined benefit plans. The number included in this column is an estimate of the current value of future payments under these plans and does not represent value received in the year presented. For the NEOs, company contributions to the DC Supplementary Retirement Plan in lieu of the defined-benefit plan are reported in the All Other Compensation column and detailed in the table in Footnote (5) below. Mr. Tackett’s pension benefits in the Salaried Retirement Plan were “hard frozen” effective January 1, 2014. This means that the benefit payments due upon his retirement were fixed based on his years of service and earnings as of that date. The amount reported in this column also includes any above-market earnings NEOs received on their accounts under the non-qualified deferred compensation plans. (5) The following table presents detailed information on the types and amounts of compensation reported for the NEOs in the “All Other Compensation” column of the Summary Compensation Table.

  39. 2024 Summary Compensation Table

    | | | | Life Insurance | | | Travel | | | | | | | Name | Company Contribution to 401(k) Account ($) | Company Contribution to DC-OSRP Account ($) | Additional 'Life Insurance Premium ($) | Taxes Paid on Additional Life Insurance Premium ($) | Life Insurance Premium Over $50K ($) | Travel Benefits(1) ($) | Reimbursement of Taxes Paid on Travel Benefits ($) | Reimbursement of Tax Paid on Business Travel Income(2) ($) | Financial Planning ($) | Other(3) ($) | Total “All Other Compensation” ($) | | Ben Minicucci | 25,875 | 195,937 | 87 | 57 | 6,192 | 32,980 | 21,397 | 15,181 | 13,800 | 3,755 | 315,261 | | Shane Tackett | 45,274 | 113,539 | 210 | 136 | 2,160 | 30,331 | 19,679 | 9,596 | — | 4,555 | 225,480 | | Andrew Harrison | 25,875 | 111,686 | 234 | 152 | 3,312 | 56,868 | 36,896 | 11,191 | 990 | 1,755 | 248,959 | | Constance von Muehlen | 25,875 | 49,055 | 303 | 197 | 6,192 | 24,998 | 16,219 | 10,271 | — | 3,755 | 136,865 | | Kyle Levine | 26,052 | 51,107 | 228 | 148 | 3,312 | 48,823 | 31,676 | 4,579 | — | 2,755 | 168,680 |

  40. 2024 Summary Compensation Table

    (1) Includes personal travel amounts which are based on actual ticket fares at time of purchase with a slight discount for the refundable convenience and the value of Mileage Plan Miles that are annually granted to executives. (2) Amount of income tax paid to the State of California for time spent working in California including any grossed up values. (3) Includes the Company’s cost of providing a Company lounge membership and the above-market amount paid for accidental death and dismemberment insurance premiums, and any company match on charitable contributions, and an annual physical, if applicable. (6) Mr. Levine was not an NEO prior to 2023; therefore, only his 2023 and 2024 compensation is included in the table.

  41. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table presents information regarding the incentive awards granted to the NEOs in 2024. Please see the PBP Short-Term Incentive Pay Plan section in the CD&A for a description of the material terms of the non-equity incentive plan awards reported in the table and the Long-Term Equity-Based Incentive Compensation section in the CD&A for a description of the material terms of the equity-based awards reported in the table. Each of the equity-based awards reported below was granted under the Company’s 2016 Performance Incentive Plan (2016 Plan).

  42. 2024 Grants of Plan-Based Awards

    | | | Estimated Further Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: | All Other Option Awards: | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock or Units (#) | Number of Securities Under- lying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards (1) ($) | | Ben Minicucci | | | | | | | | | | | | | RSUs Annual Award | 3/19/2024 | | | | | | | 68,160 | | | 2,577,811 | | PSUs Annual Award | 3/19/2024 | | | | 34,080 | 68,160 | 136,320 | | | | 2,577,811 | | PBP Plan | | 638,750 | 1,277,500 | 2,555,000 | | | | | | | | | Shane Tackett | | | | | | | | | | | | | RSUs Annual Award | 3/19/2024 | | | | | | | 30,670 | | | 1,159,939 | | PSUs Annual Award | 3/19/2024 | | | | 15,335 | 30,670 | 61,340 | | | | 1,159,939 | | PBP Plan | | 266,000 | 532,000 | 1,064,000 | | | | | | | | | Andrew Harrison | | | | | | | | | | | | | RSUs Annual Award | 3/19/2024 | | | | | | | 26,580 | | | 1,005,256 | | PSUs Annual Award | 3/19/2024 | | | | 13,290 | 26,580 | 53,160 | | | | 1,005,256 | | PBP Plan | | 264,528 | 529,055 | 1,058,110 | | | | | | | | | Constance von Muehlen | | | | | | | | | | | | | RSUs Annual Award | 3/19/2024 | | | | | | | 26,580 | | | 1,005,256 | | PSUs Annual Award | 3/19/2024 | | | | 13,290 | 26,580 | 53,160 | | | | 1,005,256 | | PBP Plan | | 225,625 | 451,250 | 902,500 | | | | | | | | | Kyle Levine | | | | | | | | | | | | | RSUs Annual Award | 3/19/2024 | | | | | | | 17,720 | | | 670,170 | | PSUs Annual Award | 3/19/2024 | | | | 8,860 | 17,720 | 35,440 | | | | 670,170 | | PBP Plan | | 211,650 | 423,300 | 846,600 | | | | | | | |

  43. 2024 Grants of Plan-Based Awards

    Key: RSUs – Restricted Stock Units; PSUs – Performance Stock Units; PBP – Performance-Based Pay Plan The amounts reported in this column reflect the fair value of these awards on the grant date as determined under the principles used to calculate the value of equity awards for purposes of the Company’s financial statements and may not be representative of the value eventually realized by the executive. For a discussion of the assumptions and methodologies used to value the awards reported in this column, please see the discussion of stock awards and option awards contained in Note 13 (Stock-Based Compensation Plans) to the Company’s Consolidated Financial Statements, included as part of the Company’s 2024 Annual Report filed on Form 10-K with the SEC and incorporated herein by reference.

  44. Outstanding Equity Awards at 2024 Fiscal Year End

    Outstanding Equity Awards at 2024 Fiscal Year End The following table presents information regarding the outstanding equity awards held by each NEO as of December 31, 2024, including the vesting dates for the portions of these awards that had not vested as of that date.

  45. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Stock Options | | | | | Stock Awards | | | | | Name | Award Date | Number of Securities Underlying Unexer- cised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expir- ation Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested (1) ($) | | Ben Minicucci | | | | | | | | | | | | 2/10/2015 | 9,861 | 0 | 65.370 | 2/10/2025 | | | | | | | 2/9/2016 | 12,000 | 0 | 65.630 | 2/9/2026 | | | | | | | 2/14/2017 | 10,130 | 0 | 96.300 | 2/14/2027 | | | | | | | 2/13/2018 | 24,230 | 0 | 66.890 | 2/13/2028 | | | | | | | 10/2/2018 | 680 | 0 | 66.260 | 10/2/2028 | | | | | | | 2/14/2019 | 28,690 | 0 | 66.570 | 2/14/2029 | | | | | | | 2/11/2020 | 32,510 | 0 | 64.550 | 2/11/2030 | | | | | | | 11/5/2020 | 12,700 | 0 | 39.180 | 11/5/2030 | | | | | | | 11/5/2020 | 40,648 | 10,162(2) | 39.180 | 11/5/2030 | 3,942(2) | 255,245 | | | | | 2/25/2021 | 23,355 | 7,785(3) | 65.560 | 2/25/2031 | | | | | | | 2/7/2022 | 17,905 | 17,905(4) | 55.360 | 2/7/2032 | 8,475(4) | 548,756 | | | | | 5/2/2023 | | | | | 6,635(5) | 429,616 | | | | | 5/4/2023 | | | | | 39,160(6) | 2,535,610 | 39,160(10) | 5,071,220 | | | 3/19/2024 | | | | | 68,160(7) | 4,413,360 | 68,160(10) | 8,826,720 | | Shane Tackett | | | | | | | | | | | | 2/10/2015 | 925 | 0 | 65.370 | 2/10/2025 | | | | | | | 2/9/2016 | 1,750 | 0 | 65.630 | 2/9/2026 | | | | | | | 2/14/2017 | 1,860 | 0 | 96.300 | 2/14/2027 | | | | | | | 8/3/2017 | 780 | 0 | 84.990 | 8/3/2027 | | | | | | | 2/13/2018 | 7,740 | 0 | 66.890 | 2/13/2028 | | | | | | | 9/10/2018 | 3,770 | 0 | 68.150 | 9/10/2028 | | | | | | | 2/14/2019 | 15,180 | 0 | 66.570 | 2/14/2029 | | | | | | | 2/11/2020 | 22,750 | 0 | 64.550 | 2/11/2030 | | | | | | | 11/5/2020 | 8,470 | 0 | 39.180 | 11/5/2030 | | | | | | | 2/9/2021 | 13,612 | 4,538(8) | 55.740 | 2/9/2031 | | | | | | | 2/7/2022 | 8,815 | 8,815(4) | 55.360 | 2/7/2032 | 3,770(4) | 244,108 | | | | | 5/2/2023 | | | | | 3,670(5) | 237,633 | | | | | 5/4/2023 | | | | | 18,060(6) | 1,169,385 | 18,060(10) | 2,338,770 | | | 3/19/2024 | | | | | 30,670(7) | 1,985,883 | 30,670(10) | 3,971,765 |

  46. Outstanding Equity Awards at 2024 Fiscal Year End

    | | Stock Options | | | | | Stock Awards | | | | | Name | Award Date | Number of Securities Underlying Unexer- cised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expir- ation Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested (1) ($) | | Andrew Harrison | | | | | | | | | | | | 2/10/2015 | 3,145 | 0 | 65.370 | 2/10/2025 | | | | | | | 2/9/2016 | 5,483 | 0 | 65.630 | 2/9/2026 | | | | | | | 2/14/2017 | 7,410 | 0 | 96.300 | 2/14/2027 | | | | | | | 2/13/2018 | 17,660 | 0 | 66.890 | 2/13/2028 | | | | | | | 2/14/2019 | 20,280 | 0 | 66.570 | 2/14/2029 | | | | | | | 2/11/2020 | 22,750 | 0 | 64.550 | 2/11/2030 | | | | | | | 2/9/2021 | 13,612 | 4,538(8) | 55.740 | 2/9/2031 | | | | | | | 2/7/2022 | 8,815 | 8,815(4) | 55.360 | 2/7/2032 | 7,440(4) | 481,740 | | | | | 5/4/2023 | | | | | 17,020(6) | 1,102,045 | 17,020(10) | 2,204,090 | | | 3/19/2024 | | | | | 26,580(7) | 1,721,055 | 26,580(10) | 3,442,110 | | Constance von Muehlen | | | | | | | | | | | | 2/13/2018 | 3,930 | 0 | 66.890 | 2/13/2028 | | | | | | | 1/21/2019 | 90 | 0 | 64.860 | 1/21/2029 | | | | | | | 2/14/2019 | 5,690 | 0 | 66.570 | 2/14/2029 | | | | | | | 2/11/2020 | 2,585 | 0 | 64.550 | 2/11/2030 | | | | | | | 11/5/2020 | 2,540 | 0 | 39.180 | 11/5/2030 | | | | | | | 4/3/2021 | 1,484 | 0 | 69.490 | 4/3/2031 | | | | | | | 5/2/2023 | 2,585 | 0 | 64.550 | 5/2/2033 | 5,810(5) | 376,198 | | | | | 5/2/2023 | 6,061 | 2,515(5) | 69.490 | 5/2/2033 | | | | | | | 5/2/2023 | 6,885 | 6,885(5) | 55.360 | 5/2/2033 | | | | | | | 5/4/2023 | | | | | 13,160(6) | 852,110 | 13,160(10) | 1,704,220 | | | 3/19/2024 | | | | | 26,580(7) | 1,721,055 | 26,580(10) | 3,442,110 | | Kyle Levine | | | | | | | | | | | | 2/10/2015 | 1,570 | 0 | 65.370 | 2/10/2025 | | | | | | | 2/9/2016 | 1,640 | 0 | 65.630 | 2/9/2026 | | | | | | | 2/14/2017 | 1,750 | 0 | 96.300 | 2/14/2027 | | | | | | | 2/13/2018 | 4,130 | 0 | 66.890 | 2/13/2028 | | | | | | | 2/14/2019 | 4,700 | 0 | 66.570 | 2/14/2029 | | | | | | | 2/11/2020 | 7,400 | 0 | 64.550 | 2/11/2030 | | | | | | | 11/5/2020 | 2,540 | 0 | 39.180 | 11/5/2030 | | | | | | | 2/9/2021 | 1,815 | 0 | 55.740 | 2/9/2031 | | | | | | | 2/7/2022 | 3,855 | 2,885(4) | 55.360 | 2/7/2032 | | | | | | | 5/2/2023 | 3,630 | 1,815(5) | 55.740 | 5/2/2033 | 3,250(5) | 210,438 | | | | | 5/2/2023 | | 485(5) | 55.360 | 5/2/2033 | | | | | | | 5/4/2023 | | | | | 7,740(6) | 501,165 | 7,740(10) | 1,002,330 | | | 11/2/2023 | | | | | 9,714(9) | 628,982 | | | | | 3/19/2024 | | | | | 17,720(7) | 1,147,370 | 17,720(10) | 2,294,740 |

  47. Outstanding Equity Awards at 2024 Fiscal Year End

    The dollar amounts shown in these columns are determined by multiplying the number of restricted stock or performance stock units, respectively, by $64.75 (the closing price of Alaska Air Group stock on 12/31/2024 the last trading day of the year). (2) The unvested options which were awarded to Mr. Minicucci on 11/5/2020 are scheduled to vest as follows: 10,162 on 11/5/2025. The RSUs which were awarded to Mr. Minicucci on 11/5/2020 are scheduled to become fully vested as follows: 3,942 on 11/5/2025. (3) The unvested options awarded to Mr. Minicucci on 2/25/2021 are scheduled to vest as follows: 7,785 on 2/25/2025. (4) The unvested options under the 2/7/2022 grants are scheduled to vest as follows: Mr. Minicucci – 8,952 on 2/7/2025 and 8,953 on 2/7/2026; Mr. Tackett – 4,407 on 2/7/2025 and 4,408 on 2/7/2026; Mr. Harrison – 4,407 on 2/7/2025; and 4,408 on 2/7/2026; and Mr. Levine – 1,564 on 2/7/2025 and 1,806 on 2/7/2026. The RSUs awarded on 2/7/2022 are scheduled to fully vest on 2/7/2025. (5) The unvested options under the 5/2/2023 grants are scheduled to vest as follows: Ms. von Muehlen - 2,515 at $69.49 per share on 4/3/2025, 3,442 at $55.36 per share on 2/7/2025, 3,443 at $55.36 per share on 2/7/2026; Mr. Levine - 1,815 at $55.74 per share on 2/9/2025 and 363 at $55.36 per share on 2/7/2025 and 122 at $55.36 per share on 2/7/2026. The RSUs awarded on 5/2/2023 are scheduled to fully vest on 2/7/2025. The RSUs awarded on 5/4/2023 are scheduled to fully vest on 5/4/2026. The RSUs awarded on 3/19/2024 are scheduled to vest in 1/3 increments over three years (2/13/2025, 2/13/2026 and 2/13/2027). The unvested options awarded to Mr. Tackett and Mr. Harrison on 2/9/2021 are scheduled to vest as follows: 4,538 on 2/9/2025. (9) The RSUs awarded on 11/2/2023 to Mr. Levine are scheduled to vest as follows: 4,857 on 11/2/2025; and 4,857 on 11/2/2026. (10) The PSUs reported in this column are eligible to vest based on the Company’s performance over three-year periods as described in the Compensation Discussion and Analysis above. In each case, the PSUs are reported in the table assuming performance at the maximum level. The PSUs granted on 5/4/2023 are eligible to vest based on the goals set for a three-year performance period ending 12/31/2025. The PSUs granted on 3/19/2024 are eligible to vest based on the goals set for a three-year performance period ending on 12/31/2026.

  48. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table presents information regarding the exercise of stock options by the NEOs during 2024 and the vesting during 2024 of other stock awards previously granted to the NEOs.

  49. 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise (1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (1) ($) | | Ben Minicucci | — | — | 34,638 | 1,340,143 | | Shane Tackett | — | — | 17,673 | 650,790 | | Andrew Harrison | 8,470 | 210,281 | 17,673 | 650,790 | | Constance von Muehlen | — | — | 10,022 | 388,329 | | Kyle Levine | — | — | 11,925 | 499,372 |

  50. 2024 Option Exercises and Stock Vested

    The amounts shown in Value Realized on Exercise column above for option awards are determined by multiplying the number of exercised shares by the difference between the per-share closing price of the Company’s common stock on the date of exercise and the exercise price of the options. The amounts shown in Value Realized Upon Vesting column above for stock awards are determined by multiplying the number of vested units by the per-share closing price of the Company’s common stock on the vesting date.

  51. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The following table presents information regarding the contributions to and earnings on the NEOs’ balances under the Company’s nonqualified deferred compensation plans during 2024, and also shows the total deferred amounts for the NEOs as of December 31, 2024. The Alaska Air Group, Inc. Nonqualified Deferred Compensation Plan (NDCP) provides the NEOs and other key employees with an opportunity to elect to defer a portion of or all of their annual Performance-Based Pay payments. Participants under the nonqualified deferred compensation plan have the opportunity to elect to have earnings credited on their NDCP accounts based on the performance of several investment funds, which generally mirror the funds offered under the relevant Company 401(k) plan (“401(k) Plan”). Subject to applicable tax laws, amounts deferred under the nonqualified plan are generally distributed on termination of the participant’s employment, although participants may elect an earlier distribution date and may elect payment in a lump sum or installments. Deferrals under the plan are also reflected on the table below. The NEOs also participate in the Defined Contribution OSRP Plan (DC OSRP), which is supplemental retirement plan portion of the NDCP. Under the DC OSRP, the Company contributes a percentage of the NEO's eligible compensation, as defined in DC OSRP documents, minus the maximum legal Company contribution that the Company made, or could have made, under the 401(k) Plan.

  52. 2024 Nonqualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY (1) ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Ben Minicucci | Nonqualified Deferred Compensation Plan | — | 255,850 | 40,657 | — | 1,529,669 | | Shane Tackett | Nonqualified Deferred Compensation Plan | — | 153,425 | 90,153 | — | 1,001,413 | | Andrew Harrison | Nonqualified Deferred Compensation Plan | — | 147,153 | 140,279 | — | 1,443,740 | | Constance von Muehlen | Nonqualified Deferred Compensation Plan | — | 67,654 | 62,197 | — | 456,133 | | Kyle Levine | Nonqualified Deferred Compensation Plan | — | 59,181 | 45,311 | — | 295,040 |

  53. 2024 Nonqualified Deferred Compensation

    The amounts in this column represent contributions by the Company to the executive’s account made during 2024 These amounts were determined with reference to the executive’s annual incentives awarded for 2023 and have previously been reported in the Summary Compensation Table as 2023 compensation for the executive.

  54. Potential Payments Upon Change in Control and Termination

    Potential Payments Upon Change in Control and Termination The Company has entered into change-in-control agreements with each of the NEOs. Under these agreements, if a change of control occurs, a guaranteed employment period of three years would go into effect for the CEO and executive vice presidents and two years for Mr. Levine who is a senior vice president. During the employment period, these executives would be entitled to: the highest monthly salary the executive received at any time during the 12-month period preceding the change in control; • an annual incentive payment equal to the higher of the executive’s target Performance-Based Pay Plan incentive or the average of the executive’s annual incentive payments for the three years preceding the year in which the change in control occurs; and • age and service credit under our qualified and non-qualified defined benefit retirement plans; • fringe benefits that are at least as favorable as those in which the executive was participating prior to the change in control. If the executive’s employment is terminated by the Company or its successor without cause or by the executive for good reason during the employment period (or, in certain circumstances, if such a termination occurs prior to and in connection with a change in control), the executive would be entitled to receive: • compensation equal to the value of the payments and benefits identified above that the executive would have received had he or she continued to be employed for the entire employment period paid in a lump sum; and • certain fringe benefits, including lifetime travel benefits for the executive and eligible family members. The amount an executive would be entitled to receive upon a qualifying termination within the employment period after the change in control would be reduced on a pro-rata basis for any time the executive was employed by the successor during the employment period. If change in control benefits under the new agreements exceed the threshold amount that would trigger an excise tax under Section 280G of the Internal Revenue Code, the executive would receive the larger of the following amounts: (1) The “safe harbor amount,” which is equal to the highest level at which the excise tax would not be triggered; or (2) The full change in control benefits if, after receipt of the full change in control benefits and payment of the excise tax, the after-tax amount is greater than the safe harbor amount from #1. In addition, the executive’s outstanding and unvested stock options, restricted stock units and the target number of performance stock units would become vested under the terms of our equity plans. Under the 2016 Performance Incentive Plan, awards will not vest in connection with a change in control unless a termination of employment without cause or for good reason also occurs or an acquirer does not assume outstanding awards. Finally, the executive’s unvested benefits under the Supplementary Retirement Plan would vest on a change in control whether or not the executive’s employment was terminated. The outstanding equity awards held by the executives as of December 31, 2024, are described above under the Outstanding Equity Awards at Fiscal Year End section of this Proxy Statement and each executive’s accrued benefits under our retirement plans are described above under “Pension and Other Retirement Plans.” In the event of an involuntary termination without cause, severance benefits that may be offered to executives are outlined by the Alaska Air Group, Inc. Executive Severance Benefits Guidelines (Amended and Restated April 30, 2022) and detailed below. The benefits outlined here and reflected in the “Termination Without Cause” table below are guidelines; they do not create any rights in favor of any officer or employee, and they remain subject to the discretion of the Committee. If the value of the executive’s severance arrangements exceeds a certain level (2.99 times the sum of the executive officer’s base salary plus the average value of earned short-term incentive pay plan bonuses measured over the prior three years), the Company will seek shareholder ratification of such arrangements. Potential benefits include: In the event of an involuntary termination not-for-cause, severance benefits that may be offered to executives are outlined by the Alaska Air Group, Inc. Executive Severance Benefits Guidelines (Amended and Restated April 30, 2022) and detailed below. The benefits outlined here and reflected in the “Termination Without Cause” table below are guidelines; they do not create any rights in favor of any officer or employee, and they remain subject to the discretion of the Committee. If the value of the severance arrangements exceeds a certain level, the Company will seek shareholder ratification of such arrangements. Potential benefits include: one-time cash payment calculated as an applicable compensation multiple (2x for the CEO and 1.5x for other NEOs) times the base salary and the average value of the executive’s earned short-term incentive pay plan bonuses measured over the prior three years plus the applicable compensation multiple times employer-paid contributions in the preceding twelve months to the executive’s health insurance plans effective at time of termination; • travel benefits calculated as the applicable compensation multiple times the annual average of the executive’s on-line leisure travel over the prior three calendar years; • contracted outplacement services of a value not to exceed $25,000; and • any consideration offered in relation to outstanding equity awards will be based on the applicable award agreements, the circumstances of the separation, the age and tenure of the executive, and any other factors deemed relevant in the Committee’s discretion.

  55. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information about the relationship of the median annual total compensation of the Company’s employees and the annual total compensation of Mr. Minicucci, the Company’s CEO, pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K. For 2024, the Company’s last completed fiscal year: • the median of the annual total compensation of all employees of the Company's airline subsidiaries (other than the CEO) was $72,410; and • the annual total compensation of the CEO was $8,660,070 Based on this information, for 2024 the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 119.6 to 1. The Company believes this ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.The annual total compensation for the CEO shown above includes the value of benefits provided to our employees generally on a non-discriminatory basis ($13,732) and, accordingly, is slightly larger than the total compensation reported for the CEO in the Summary Compensation Table above. To identify the median of the annual total compensation of all company employees, we used the following methodology, assumptions and estimates: Selection of Determination Date. SEC rules require the Company to select a date within the last three months of the fiscal year. We selected December 31, 2024 as the date upon which the median employee would be identified. Determination of Adjusted Employee Population. We determined that, as of December 31, 2024, the employee population for purposes of this disclosure, after taking into consideration certain adjustments permitted by SEC rules (as described below), consisted of 26,175 individuals. This population includes all Alaska Airlines and Horizon Air employees, whether employed on a full-time, part-time, temporary or seasonal basis. However, as permitted under SEC rules, we excluded non-U.S. employees as they make up less than 5% of the Company’s total employee population and Hawaiian Airlines employees as Hawaiian Holdings, Inc., the parent company of Hawaiian Airlines was acquired during the fiscal year. As of December 31, 2024, the Company’s subsidiaries, excluding Hawaiian Airlines, employed 48 employees in Canada, 1 employee in the Bahamas, 1 employee in Belize, 1 employee in Costa Rica, 1 employee in Guatemala, and 123 employees in Mexico, as compared to a total global employee population of 26,350 (i.e., 26,175 U.S., 175 non-U.S.). The number of employees at Hawaiian Airlines that were excluded from the calculation was 7,343. Identification of Median Employee. To identify the median employee from the Company’s adjusted employee population outlined above, after excluding the CEO, we compared the amount of gross earnings of these employees as reflected in payroll records. We identified the median employee using this compensation measure, which was consistently applied to all employees included in the calculation. We then identified the employee whose wages fell at the midpoint of the distribution. Calculation of Annual Total Compensation. Once the median employee was identified, all of the elements of such employee’s compensation for 2024 were combined in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (i.e., the same rules used to determine the CEO's total compensation for 2024 as reported in the Summary Compensation Table), resulting in annual total compensation of $72,410, including the estimated value of such employee’s non-discriminatory benefits (estimated for the employee and such employee’s eligible dependents at $8,060). The Company believes the methodology, assumptions and estimates described above to be reasonable given the specific employee population. Companies are permitted under SEC rules to exercise significant flexibility and discretion in determining the methodology used to comply with the requirements of this disclosure. As acknowledged by the SEC, this flexibility could reduce the comparability of disclosed pay ratios across companies. Therefore, the pay ratio may not necessarily be representative of or comparable to pay ratios disclosed by other companies in the airline industry or otherwise.

  56. Pay vs. Performance

    Pay vs. Performance

  57. Pay vs. Performance Table Discussion and Analysis

    Pay vs. Performance Table Discussion and Analysis In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between the total compensation of our principal executive officer (PEO) and our other named executive officers (referred to as Non-PEO NEOs) and our financial performance for the fiscal years shown in the table. For further information on our pay-for-performance philosophy and how our executive compensation aligns with the Company’s performance, refer to the Compensation Discussion and Analysis section of this proxy statement.

  58. Pay vs. Performance Table

    Pay vs. Performance Table

  59. Pay vs. Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO #1(1&2) | Compensation Actually Paid to PEO #1(1,3&4) | Summary Compensation Table Total for PEO #2(1&2) | Compensation Actually Paid to PEO #2(1,3&4) | Average Summary Compensation Table Total for Non-PEO NEOs(5) | Average Compensation Actually Paid to Non-PEO NEOs(6) | Total Shareholder Return(7) | Peer Group Total Shareholder Return(8) | Net Income (millions)(9) | Company Selected Measure (Adjusted Pre-Tax Margin)(10) | | 2024 | N/A | $0 | $8,645,983 | $21,207,301 | $3,621,859 | $8,253,045 | $96.11 | $60.99 | $395 | 7.10% | | 2023 | N/A | $0 | $10,313,054 | $7,007,555 | $4,607,575 | $3,478,775 | $57.99 | $61.60 | $235 | 7.50% | | 2022 | N/A | $0 | $6,487,981 | $3,004,559 | $3,000,762 | $1,834,114 | $63.74 | $48.04 | $58 | 7.60% | | 2021 | $873,333 | $1,027,753 | $5,130,162 | $2,381,082 | $2,442,646 | $1,254,528 | $77.34 | $74.23 | $478 | -5.60% | | 2020 | $6,077,957 | $1,571,752 | N/A | $0 | $2,768,356 | $1,278,102 | $77.19 | $75.55 | ($1,324) | -49.10% |

  60. Pay vs. Performance Table

    (1) PEOs and NEOs included in these columns reflect the following:

  61. Pay vs. Performance Table

    | Year | PEO #1 | PEO #2 | Non-PEO NEOs | | 2024 | | Mr. Minicucci | Mr. Tackett, Mr. Harrison, Ms. von Muehlen, Mr. Levine | | 2023 | | Mr. Minicucci | Mr. Tackett, Mr. Harrison, Ms. Von Muehlen, Mr. Levine | | 2022 | | Mr. Minicucci | Mr. Tackett, Mr. Harrison, Ms. Schneider, Ms. Von Muehlen | | 2021 | Mr. Tilden | Mr. Minicucci | Mr. Tackett, Mr. Harrison, Ms. Schneider, Ms. von Muehlen | | 2020 | Mr. Tilden | | Mr. Minicucci, Mr. Tackett, Mr. Pedersen, Mr. Harrison, Mr. Beck |

  62. Pay vs. Performance Table

    (2) Amounts reflect the total compensation for our PEOs, as reported in the Summary Compensation Table for the applicable fiscal year. (3) The following table details the total equity award adjustments for each applicable year, including the amounts added (or subtracted, as applicable) for each PEO and non-PEO NEOs, as computed in accordance with Item 402(v). In general, the adjustments for equity awards provided in Item 402(v) are as follows: • Subtract the amounts reported in the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table for the applicable fiscal year, • Add the fiscal year-end value of option and stock awards granted in the covered fiscal year which were outstanding and unvested at the end of the covered fiscal year, • Add the change in value (which may be a negative number) as of the end of the covered fiscal year as compared to the value at the end of the prior fiscal year for option and stock awards which were granted in prior fiscal years and were outstanding and unvested at the end of the covered fiscal year, • Add the vesting date value of option and stock awards which were granted and vested during the same covered fiscal year, • Add the change in value (which may be a negative number) as of the vesting date as compared to the value at the end of the prior fiscal year for option and stock awards which were granted in prior fiscal years and vested in the covered fiscal year, Subtract as to any option and stock awards which were granted in prior fiscal years and were forfeited during the covered fiscal year, the value of such awards as of the end of the prior fiscal year, Plus the dollar value of any dividends or other earnings paid during the covered fiscal year on outstanding and unvested awards. Plus, as to any option or stock award that was materially modified during the covered fiscal year, the amount by which the value of the award as of the date of the modification exceeds the value of the original award on the modification date (none of the option or stock awards held by the named executive officers were materially modified during the fiscal years covered by the table). In making each of these adjustments, the “value” of an option or stock award is the fair value of the award on the applicable date determined in accordance with FASB ASC Topic 718 using the valuation assumptions we then used to calculate the fair value of our equity awards. For more information on the valuation of our equity awards, please see the notes to our financial statements that appear in our Annual Report on Form 10-K each fiscal year and the footnotes to the Summary Compensation Table that appears in our annual Proxy Statement.

  63. Pay vs. Performance Table

    | | PEO 2: Mr. Minicucci | NEO Average | | | 2024 | 2024 | | Summary Compensation Table Total | $8,645,983 | $3,621,859 | | Less: Grant Date Fair Value of Equity Awards Granted in Fiscal Year (a) | $(5,155,622) | $(1,920,311) | | Less: Change in Pension Value (b) | $0 | $(4,643) | | Add: Pension Service Cost and Associated Prior Service Cost (c) | $0 | $0 | | Add: Fair Value at Fiscal Year-End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year (d) | $13,240,080 | $4,931,522 | | Add/(Less): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years (d) | $3,299,402 | $1,181,711 | | Add: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | $0 | | Add/(Less): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $1,177,458 | $442,908 | | Less: Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | $0 | | Add: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | Compensation Actually Paid | $21,207,301 | $8,253,045 |

  64. Pay vs. Performance Table

    (a) Amounts include the grant date fair value of equity awards granted in the year. More details on equity awards granted to the NEOs in 2024 are available in the CD&A Section above. (b) Amounts reflect the changes in the actuarial present value of pension benefits, as reported in the Summary Compensation Table. (c) As described in the Retirement Benefits/Deferred Compensation section above, the tax-qualified defined benefit plan was frozen on January 1, 2014 at its then-current benefit levels and no associated service costs have been incurred since that date. Amounts reflect $0 of the actuarial present value of each named executive officer’s benefit under all such plans attributable to services rendered during the covered fiscal year, and $0 of the entire cost of benefits granted (or credit for benefits reduced) in the plan amendment (or initiation) during the covered fiscal year that are attributed by the benefit formula to services rendered in periods prior to the amendment. (d) Amounts include year-end fair value of equity awards granted in the year. (4) Amounts reflect the “compensation actually paid” (CAP) to our PEOs, as computed in accordance with Item 402(v) of SEC Regulation S-K. As provided in Item 402(v), the adjustments in the table below were made to each PEO’s total compensation reported in the Summary Compensation Table for each year to determine the compensation actually paid to each PEO for purposes of this disclosure. (5) Amounts reflect the average compensation for our non-PEO NEOs, as reported in the Summary Compensation Table for the applicable fiscal year. (6) Amounts reflect the average CAP to our Non-PEO NEOs, as computed in accordance with Item 402(v) of SEC Regulation S-K. As provided in Item 402(v), the adjustments in the table below were made to average the Non-PEO NEO's total compensation reported in the Summary Compensation Table for each year to determine the average compensation actually paid to Non-PEOs for purposes of this disclosure. The amounts in this column assume the investment of $100 in December 31, 2019 on Alaska Air Group’s common shares traded on the NYSE and the reinvestment of all dividends since that date. The amounts in this column assume the investment of $100 on December 31, 2019 in the NYSE ARCA Airline Index and the reinvestment of all dividends since that date. Amounts reflect Alaska Air Group’s net income as reported in our audited financial statements for the applicable year. (10) Amounts reflect Alaska Air Group’s adjusted pre-tax margin for each fiscal year. While we use numerous financial and non-financial performance measures to evaluate performance under our compensation programs, adjusted pre-tax margin is the financial performance measure that, in Alaska Air Group’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to the NEOs to company performance for the most recently completed fiscal year. See Appendix E for the calculation of adjusted pre-tax margin. The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the unvested options used an estimated term between .9 years and 8.4 years in 2024, as compared to an estimated term of 5.6 years used to calculate the grant date fair value of such awards, and (ii) the PSUs assumed payout multipliers at current expectations, which range from 0% to 137% across different grant years and metrics, in each case as compared to the grant date fair value calculations which assumed a payout at target. Most Important Company Performance Measures for Determining Executive Compensation. In accordance with Item 402(v) requirements, we are providing the following unranked list of the financial performance measures used by Alaska Air Group we consider most important to link the compensation actually paid to the NEOs to company performance during fiscal year 2024: • Adjusted Pre-Tax Margin • Relative TSR • ROIC Pay vs. Performance Table Discussion and Analysis. In accordance with Item 402(v) requirements, we are providing the following charts to describe the relationships between information presented in the Pay vs. Performance table. The following charts show the relationship between the compensation actually paid to our NEOs and the Company's financial performance, in each case presented in the tables below: 1) TSR of both Alaska Air Group and the NYSE ARCA Airline Index; 2) Alaska Air Group’s Net Income; and 3) Alaska Air Group’s Adjusted Pre-Tax Margin.

  65. Pay vs. Performance Table

    | AUDIT COMMITTEE MATTERS |