ITEM 5.02 Departure of Directors or Certain Officers; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
(b) Departure of Director or Certain Officers
On February 17, 2021, Gary L. Beck, announced his intention to retire from his
positions as executive vice president and chief operating officer ("COO") of
Alaska Airlines, Inc., a wholly-owned subsidiary of Alaska Air Group, Inc. (the
"Company"), and as a member of the Company's management executive committee
effective April 3, 2021. Mr. Beck will remain employed through February 12, 2022
as Special Advisor to Benito "Ben" Minicucci, whom the Company announced will
become the CEO of the Company and Alaska Airlines on March 31, 2021.. Mr. Beck
has served as a pilot and in numerous executive capacities in the airline
industry over 47 years and has been in his current position at Alaska Airlines
since 2019.
(c) Appointment of Certain Officers and Compensatory Arrangements of Certain
Officers
On March 18, 2021, the Company's Board of Directors elected Ms. Constance von
Muehlen to succeed Mr. Beck as executive vice president and COO of Alaska
Airlines effective April 3, 2021. As the Company's principal operating officer,
Ms. von Muehlen will serve on the management executive committee. A copy of the
press release announcing this election is attached as Exhibit 99.1 and is
incorporated by reference.
Ms. von Muehlen, age 53, has served as Alaska Airlines' senior vice president of
maintenance and engineering since January 2019. In 2018, she served as chief
operating officer at Horizon Air Industries, Inc. Ms. von Muehlen also
previously served as Alaska Airlines' managing director of airframe, engine and
component maintenance (2012-2017). Before joining Alaska Airlines in 2011, she
spent 20 years in aviation maintenance leadership roles at Pratt and Whitney and
Air Canada. She also served tours of duty as a Blackhawk helicopter pilot in
Germany, Iraq, Turkey and South Korea as a captain in the U.S. Army.
There are no arrangements or understandings between Ms. von Muehlen and any
other person pursuant to which she was appointed to serve as executive vice
president and COO. There are no family relationships between Ms. von Muehlen and
any director or executive officer of the Company, and she has no direct or
indirect material interest in any "related party" transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Compensation Arrangement with Ms. von Muehlen
On March 17, 2021, in connection with Ms. von Muehlen's election as executive
vice president and COO, the compensation and leadership development committee
("Committee") of the Company's board of directors approved an increase in her
annual base salary from $300,000 to $400,000 and in her target annual cash
incentive opportunity from 65% of base salary to 85% of base salary.
The Committee also approved and granted Ms. von Muehlen a long-term incentive
award under the Company's 2016 Performance Incentive Plan at a target value of
$1 million (as opposed to the target equity value of 100% of her base salary for
the equity award she was granted in February 2020). One-half of the award is
made up of performance stock units ("PSUs"), 25% is in the form of restricted
stock units ("RSUs"), and 25% is in the form of incentive stock options. The
RSUs cliff vest on the third anniversary of the grant, the PSUs vest based on
the results of goals set for a three-year performance period, and the options
vest at the rate of 25% per year over a four-year term.
Ms. von Muehlen may not realize the full value of her COO compensation package
during any period in which executive compensation limitations under the CARES
Act apply. The Company will continue to monitor and administer its executive
compensation program in accordance with CARES Act requirements.
ITEM 7.01. Regulation FD Disclosure
On March 22, 2021, the Company issued a press release announcing the retirement
of Gary Beck and the succession of Constance von Muehlen as Alaska Airlines'
executive vice president and COO effective April 3, 2021. The press release is
furnished as Exhibit 99.1.
ITEM 8.01. Other Items
Payroll Support Program Funding
On March 19, 2021, Alaska Airlines and Horizon Air Industries, Inc. accepted the
second partial disbursement for funds through an extension of the Payroll
Support Program (PSP) of the CARES Act. Of the $266 million in funds received,
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approximately $50 million takes the form of a senior term loan with a 10-year
term, bearing an interest rate of 1% in years 1-5, and SOFR + 2% in years 6-10.
The loan is prepayable at par at any time. As additional taxpayer protection
required under the PSP, we granted the Treasury Department 154,647 warrants to
purchase Alaska Air Group (ALK) common stock at a strike price of $52.25, based
on the closing price on December 24, 2020. The warrants are non-voting, freely
transferable, and may be settled as net shares or in cash at Alaska's option.
364-day Senior Secured Term Loan Extension
On March 16, 2021, the Company extended the maturity of the 364-day Senior
Secured Term Loan agreement (the Loan Agreement) into 2022, which was previously
due to expire on March 25, 2021. Upon extension of the Loan Agreement, the
Company increased the outstanding balance from $371 million to $425 million.
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