Document

DEF 14A 1 hhi-proxystatement_2022ann.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(A) of
the Securities Exchange Act Of 1934


Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a‑12


HAWAIIAN HOLDINGS INC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x			No fee required.






o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Lawrence S. Hershfield Chairman of the Board of Directors			Hawaiian Holdings, Inc. 3375 Koapaka Street, Suite G-350 Honolulu, HI 96819

			April 7, 2022

To Our Stockholders:

You are cordially invited to attend the 2022 Annual Meeting of Stockholders of Hawaiian Holdings, Inc., which will be conducted virtually via live webcast on Wednesday, May 18, 2022, at 9:00 AM, Hawai‘i Time or at any postponement or adjournment (the “Annual Meeting”). You can attend via the Internet at www.virtualshareholdermeeting.com/HA2022, where you will be able to vote and submit questions electronically during the Annual Meeting. You may vote before the Annual Meeting at www.proxyvote.com. Specific instructions for accessing the Annual Meeting are provided in the notice or proxy card you received (please have your notice or proxy card on hand when you visit the website).

The attached Notice of Annual Meeting and Proxy Statement contain details of the business to be conducted at the Annual Meeting.

Only stockholders of record of our outstanding common stock and special preferred stock at the close of business on March 21, 2022 will be entitled to notice of and to vote at the Annual Meeting.

Your vote, regardless of the number of shares you own, is important. Whether or not you plan to virtually attend the Annual Meeting, I hope you will vote as soon as possible. You may vote over the Internet, by telephone or by mailing a proxy card. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting if you do not attend. Please review the instructions on the proxy card regarding each of these voting options. Please note that you are being requested to complete and return the stockholder questionnaire described in the attached Proxy Statement under “Restriction on Foreign Ownership of Voting Stock.”

Thank you for your ongoing support of and continued interest in Hawaiian Holdings, Inc.


			Sincerely,

			Lawrence S. Hershfield Chairman of the Board of Directors

HAWAIIAN HOLDINGS, INC.

3375 Koapaka Street, Suite G-350

Honolulu, HI 96819

(808) 835-3700

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

The 2022 Annual Meeting of Stockholders of Hawaiian Holdings, Inc. (the “Company”) will be held virtually on Wednesday, May 18, 2022, at 9:00 AM, Hawai‘i Time or at any postponement or adjournment (the “Annual Meeting”). The Annual Meeting will be a completely virtual meeting of stockholders, to be conducted via live webcast. You will be able to attend the Annual Meeting and submit your questions during the meeting by attending virtually at www.virtualshareholdermeeting.com/HA2022. The Annual Meeting is being held to consider and act upon the following matters:

1.To elect the eight director nominees described in the Proxy Statement;

2. To ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022;

3. To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement; and

4. To transact such other business as may properly come before the Annual Meeting, or any and all adjournments or postponements thereof.

Only stockholders of record of our outstanding common stock and special preferred stock at the close of business on March 21, 2022, the record date, will be entitled to vote at the Annual Meeting. Please note that you are being requested to complete and return the stockholder questionnaire described in the attached Proxy Statement under “Restriction on Foreign Ownership of Voting Stock.”

The Board of Directors desires to have maximum representation of stockholders at the Annual Meeting. We are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. We believe that electronic availability of proxy materials allows us to provide stockholders with the information they need while lowering delivery costs and reducing the environmental impact of our Annual Meeting. You may vote over the Internet, by telephone, by mailing a proxy card, or by attending the Annual Meeting virtually and voting during the meeting at www.virtualshareholdermeeting.com/HA2022. Voting over the Internet, by telephone or by written proxy will ensure your representation at the Annual Meeting if you do not attend in person. Please review the instructions on the notice or proxy card you receive regarding each of these voting options. You may revoke your proxy at any time prior to its use, by notice in writing to me, the Company’s Corporate Secretary, by presentation of a later‑dated proxy or by attending the Annual Meeting virtually and voting at that time.


			By order of the Board of Directors,

			Aaron J. Alter Corporate Secretary

Dated: April 7, 2022

Your vote is important. To vote your shares, please follow the instructions in the Notice of Internet Availability of Proxy Materials, which is being mailed to you on or about April 7, 2022.

TABLE OF CONTENTS


			Page
GENERAL INFORMATION			1
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS			4
ENVIRONMENTAL, SOCIAL, AND GOVERNANCE HIGHLIGHTS			10
PROPOSAL NO. 1: ELECTION OF DIRECTORS			12
EXECUTIVE OFFICERS			16
EXECUTIVE COMPENSATION			17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			36
EQUITY COMPENSATION PLAN INFORMATION			38
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			38
REPORT OF THE AUDIT AND FINANCE COMMITTEE			39
PROPOSAL NO. 2: RATIFICATION OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022			40
PROPOSAL NO. 3: NON-BINDING VOTE ON EXECUTIVE COMPENSATION			42
OTHER MATTERS			43
DELINQUENT SECTION 16(a) REPORTS			43
STOCKHOLDER PROPOSALS			43
AVAILABILITY OF PROXY STATEMENT AND ANNUAL REPORT			44

GENERAL INFORMATION

Important Notice Regarding Availability of Proxy Materials

The proxy statement (“Proxy Statement”) and the Annual Report (the “Annual Report”) for the fiscal year ended December 31, 2021 are available in advance of the 2022 Annual Meeting of Stockholders of Hawaiian Holdings, Inc. (the “Company” or “Holdings”) that will be held virtually on Wednesday, May 18, 2022, at 9:00 AM, Hawai‘i Time or at any postponement or adjournment (the “Annual Meeting”). The Proxy Statement and Annual Report are available at https://materials.proxyvote.com/419879.

In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials to all stockholders entitled to vote at the Annual Meeting, we are furnishing the proxy materials to our stockholders over the Internet. Accordingly, we are mailing the Notice of Internet Availability of Proxy Materials (the “Notice”) to stockholders of record as of March 21, 2022 (the “Record Date”) on or about April 7, 2022. All stockholders as of the Record Date will have the ability to access via the Internet the proxy materials, including the Proxy Statement and the Annual Report. Instructions on how to access the proxy materials over the Internet or to request a paper copy of the proxy materials can be found on the Notice. These proxy materials will be available free of charge. The Notice also instructs you as to how you may submit your vote on the Internet. You will not receive paper copies of the proxy materials unless you request them.

If you share an address with another stockholder, each stockholder may not receive a separate copy of the Notice. Stockholders who do not receive a separate copy of the Notice may request to receive a separate copy of the Notice by calling (808) 835-3613 or by writing to Hawaiian Holdings, Inc., 3375 Koapaka Street, Suite G-350, Honolulu, HI 96819, Attn: Corporate Secretary. Alternatively, stockholders who share an address and receive multiple copies of the Notice can request to receive a single copy by following the same instructions.

Solicitation of Proxies

Our board of directors (“Board of Directors”) is soliciting the enclosed proxy.

We will make proxy solicitations by mail, as well as by telephone, facsimile transmission or otherwise, as we deem necessary. We will bear the costs of this solicitation. We will request banks, brokerage houses, nominees and other fiduciaries nominally holding shares of our common stock, par value $0.01 per share (the “Common Stock”), to forward the Notice and proxy soliciting materials and stockholder questionnaires to the beneficial owners of such Common Stock and to obtain authorization for the execution of proxies. We will, upon request, reimburse such parties for their reasonable expenses in forwarding the Notice, proxy materials and stockholder questionnaires to the beneficial owners.

Record Date, Quorum and Voting Requirements

Holders of shares of Common Stock and our Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock (collectively, the “Special Preferred Stock”) on the Record Date are entitled to notice of, and to vote at, the Annual Meeting. On the Record Date, there were 51,327,070 shares of Common Stock and one share each of Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock outstanding. Each share of Common Stock and Special Preferred Stock outstanding on the Record Date is entitled to one vote on each matter presented at the Annual Meeting. The presence, in person or by proxy, of the holders of a majority of all outstanding shares of stock as of the Record Date shall constitute a quorum for the transaction of business at the Annual Meeting. The election of directors (Proposal No. 1) requires a plurality of the votes cast by the holders of shares of Common Stock and Special Preferred Stock at a meeting at which a quorum is present. The other proposals require the affirmative vote of a majority of the votes cast by the holders of shares of Common Stock and Special Preferred Stock at a meeting at which a quorum is present. Our Common Stock is listed on the NASDAQ Global Select Market (“Nasdaq”) under the symbol “HA”.

Shares of Common Stock and Special Preferred Stock represented by all properly executed proxies received in time for the Annual Meeting will be voted, unless revoked, in accordance with the choices specified in the proxy. Unless contrary instructions are indicated on the proxy, the shares will be voted FOR ALL NOMINEES in the election

of the eight director nominees named in this Proxy Statement (Proposal No. 1); FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm (Proposal No. 2); and FOR the proposal to approve executive compensation by non-binding vote (Proposal No. 3). Representatives of Broadridge Financial Solutions will assist us in the tabulation of the votes. Abstentions are counted as shares represented at the meeting and entitled to vote for purposes of determining a quorum. Abstentions will have no effect on the outcome of the vote for the election of directors (Proposal No. 1). If you abstain from voting on the proposal to ratify the appointment of Ernst & Young LLP (Proposal No. 2) or the non-binding proposal to approve executive compensation (Proposal No. 3), your abstention will have the same legal effect as a vote “against” such proposal or proposals.

Brokers who hold shares of Common Stock for the accounts of their clients must vote such shares as directed by their clients. If brokers do not receive instructions from their clients, the brokers may vote the shares in their own discretion with respect to “routine” matters but will not be allowed to vote the shares with respect to “non-routine” matters. The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm (Proposal No. 2) is considered to be a routine matter, and your broker will be able to vote on that item even if it does not receive instructions from you, so long as it holds your shares in its name. The election of directors (Proposal No. 1) and approval of the non-binding vote on executive compensation (Proposal No. 3) are considered non-routine matters, and your broker will not be able to vote on these items if it does not receive instructions from you, so long as it holds your shares in its name. If you do not instruct your broker how to vote with respect to the election of directors (Proposal No. 1) and the approval of the non-binding vote on executive compensation (Proposal No. 3), your broker may not vote with respect to these proposals and those votes will be counted as “broker non-votes.” “Broker non-votes” are shares that are held in “street name” by a bank or brokerage firm that indicates on its proxy that it does not have and did not exercise discretionary authority to vote on a particular matter. The Company will count the shares represented by broker non-votes in determining whether there is a quorum. Broker non-votes will have no effect on the outcome of the vote to approve the election of directors (Proposal No. 1) or the non-binding vote on executive compensation (Proposal No. 3).

Attending the Virtual Annual Meeting

The Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the virtual Annual Meeting and submit your questions during the Annual Meeting by attending virtually at www.virtualshareholdermeeting.com/HA2022. You also will be able to vote your shares electronically at the Annual Meeting. To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card. The live webcast will begin promptly at 9:00 AM, Hawai‘i Time. We encourage you to access the Annual Meeting prior to the start time. Online check-in will begin at 8:45 AM, Hawai‘i Time, and you should allow ample time for the check-in procedures.

Stockholders as of the record date who attend and participate in our virtual Annual Meeting will have an opportunity to submit questions live via the Internet during the meeting. Additional rules and procedures regarding asking questions will be available on the virtual meeting site. Stockholders must have available their control number provided on their proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials to ask questions during the Annual Meeting.

We intend to answer relevant questions submitted in accordance with the rules of conduct for the meeting, which we will post in advance of the meeting. If we receive substantially similar questions, we will group them together and provide a single response to avoid repetition. We plan to address as many questions during the meeting as time permits, but if there are any relevant questions submitted that we are unable to answer due to time constraints, we intend to post answers to those questions on our investor relations website following the Annual Meeting.

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual shareholder meeting login page: www.virtualshareholdermeeting.com/HA2022.

Restriction on Foreign Ownership of Voting Stock

Our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) prohibits the ownership or control by non-U.S. citizens of more than 25% of our issued and outstanding voting stock, pursuant to 49

USC Secs. 40102(a)(15) and 41102 and U.S. Department of Transportation regulations. In order to comply with this requirement, we maintain a “Foreign Stock Record” to keep track of transfers of our voting stock to non-U.S. citizens. At no time will the ownership or control of shares representing more than 25% of our voting stock be registered on the Foreign Stock Record. If at any time we determine that the number of shares of our voting stock purportedly registered on the Foreign Stock Record exceeds 25% of the total number of shares of our voting stock, we shall remove sufficient shares from the Foreign Stock Record in reverse chronological order so that the number of shares of our voting stock registered on the Foreign Stock Record does not exceed 25% of our issued and outstanding voting stock. Shares of our voting stock that we know to be owned or controlled by non-U.S. citizens and that are either not registered on the Foreign Stock Record or removed by us from the Foreign Stock Record shall not be entitled to vote until so registered. Please note that you are being requested to complete and return the stockholder questionnaire included on your proxy card.

Special Preferred Stock Designees

As described in greater detail in the section below titled “Security Ownership of Certain Beneficial Owners and Management—Special Preferred Stock,” the International Association of Machinists and Aerospace Workers (the “IAM”), the Association of Flight Attendants (the “AFA”) and the Air Line Pilots Association (the “ALPA”) (each, a “Union” and collectively, the “Unions”) hold one share of the Company’s Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock, respectively, that, in accordance with our Amended and Restated By-laws, entitle each Union to nominate one director (each such director, a “Special Preferred Stock Designee”). Mark D. Schneider is the IAM’s designee to the Board of Directors; William S. Swelbar is the AFA’s designee to the Board of Directors; and Duane E. Woerth is the ALPA’s designee to the Board of Directors. The Special Preferred Stock Designees are not elected by the holders of the Common Stock and consequently their election is not to be considered at the Annual Meeting.

Revocability of Proxy

Giving the enclosed proxy does not preclude your right to vote at the Annual Meeting, if you so desire. You may revoke your proxy at any time prior to its exercise by notifying our Corporate Secretary in writing, by giving us a later‑dated proxy, by attending the Annual Meeting virtually and voting at that time or by following the instructions at www.virtualshareholdermeeting.com/HA2022.

CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS

We are committed to adopting and adhering to sound corporate governance principles. Having such principles is essential to operating our business efficiently and to maintaining our integrity and reputation in the marketplace. We have adopted a Code of Ethics that applies to all of our directors, executive officers and other employees. The Code of Ethics, as well as all of the charters of the committees of our Board of Directors, are available in the Investor Relations section of our website at https://www.hawaiianairlines.com. We intend to satisfy the disclosure requirement under Item 5.05(c) of the Current Report on Form 8-K, regarding any amendment to, or waiver of, a provision of our Code of Ethics with respect to our directors and executive officers, by posting such information on our website at the address and location specified above.

Board Independence

The Governance and Nominating Committee and the Board of Directors assess the independence of each of our directors at least annually. The assessment is based upon the applicable Nasdaq listing standards, the federal securities laws and the regulations promulgated by the SEC thereunder. During the annual assessment of director independence, the Governance and Nominating Committee and the Board of Directors consider transactions and relationships between the Company or its subsidiaries or affiliates, on the one hand, and each director, members of his or her immediate family, or other entities with which he or she is affiliated, on the other hand. Based on the review and recommendation of the Governance and Nominating Committee, the Board of Directors has affirmatively determined that a majority of its members and each member of the Audit and Finance Committee, the Compensation Committee and the Governance and Nominating Committee is independent within the meaning of the applicable Nasdaq listing standards and the SEC’s director independence standards. The independent directors are named below under “Proposal No. 1: Election of Directors.”

Board Leadership Structure

Our current Chairman, Mr. Hershfield, has held the role of Chairman since July 2004. From the beginning of his term until June 2005, he was also the Company’s President and Chief Executive Officer (“CEO”). In June 2005, we determined that it was in the Company’s best interest to separate the roles of CEO and Chairman, and for Mr. Hershfield to continue in his role as Chairman. Separating these positions allows our CEO to focus on our day-to-day business, while allowing the Chairman to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management. While our Amended and Restated By-laws and Corporate Governance Guidelines do not require that our Chairman and CEO positions be separate, the Board of Directors believes that having an independent outside director serve as Chairman is the appropriate leadership structure for the Company at this time and contributes to our successful corporate governance. The Board of Directors has charged the Chairman with responsibility for helping facilitate communication between management and the Board of Directors, and representing director views to management, among other things.

Meetings of the Board of Directors and Committees

The Board of Directors has established the following committees: the Audit and Finance Committee, the Compensation Committee, the Governance and Nominating Committee, the Safety Committee and the Executive Committee. Each of the Audit and Finance Committee, the Compensation Committee, the Governance and Nominating Committee and the Safety Committee has a committee charter. Copies of the committee charters are available in the Investor Relations section of our website at https://www.hawaiianairlines.com.

The Board of Directors met five times and did not act by unanimous written consent during the year ended December 31, 2021. No director attended fewer than 87% of the meetings of the Board of Directors and committee meetings that he or she was obligated to attend. Our policy regarding attendance at Board of Directors meetings is that we expect directors to make every effort to attend all Board of Directors and committee meetings, recognizing that scheduling difficulties may at times arise. Members of the Board of Directors are also encouraged to attend each annual meeting of stockholders. All of our then-current directors attended the 2021 annual meeting of stockholders. The membership and function of each committee during the last fiscal year are described below.

Members currently serving on the committees of the Board of Directors are:

Name

Audit and Finance Committee

Compensation Committee

Governance and Nominating Committee

Safety Committee

Executive Committee

Donald J. Carty

Member

Chair

Member

Earl E. Fry

Chair

Lawrence S. Hershfield

Member

Chair

C. Jayne Hrdlicka

Member

Peter R. Ingram

Member

Randall L. Jenson

Member

Michael E. McNamara

Member

Crystal K. Rose

Chair

Member

Mark D. Schneider

Member

William S. Swelbar

Member

Duane E. Woerth

Member

Richard N. Zwern

Member

Chair

Audit and Finance Committee

We have a standing Audit and Finance Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Pursuant to the Audit and Finance Committee charter, the Audit and Finance Committee is responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The Audit and Finance Committee’s principal functions are to: (i) oversee the integrity of our financial statements and other financial information provided by us to any governmental body or the public; (ii) oversee our systems of internal controls and procedures regarding finance, accounting, disclosures and legal compliance with applicable laws and regulations; (iii) monitor the performance of our internal audit function and the independence, qualifications and performance of our independent auditors; (iv) oversee our risk assessment and risk management functions; and (v) oversee our financial policies, investment strategies and capital structure. The Board of Directors has determined that each of Messrs. Carty, Fry and Jenson satisfies the criteria set forth in Item 407(d)(5) of Regulation S-K promulgated under the Exchange Act to serve as an “audit committee financial expert” on the Audit and Finance Committee. The Audit and Finance Committee met seven times and did not act by unanimous written consent during the year ended December 31, 2021. The report of the Audit and Finance Committee is included in this Proxy Statement.

Compensation Committee

The Compensation Committee has overall responsibility for evaluating and approving executive officer, including the CEO, and director compensation plans, policies and programs of the Company, as well as all equity‑based and incentive compensation plans and policies. The Compensation Committee performs an annual review and approval of corporate goals and objectives relevant to the compensation of executive officers, the evaluation of the performance of the executive officers in light of those goals and objectives, and the determination and approval of such officers’ compensation based on such evaluations. The Compensation Committee may delegate its authority to subcommittees or individuals as the Compensation Committee may deem appropriate, except to the extent such delegation would violate any applicable tax or securities laws or the rules and regulations of Nasdaq. The Compensation Committee met seven times and did not act by unanimous written consent during the year ended December 31, 2021. The report of the Compensation Committee is included in this Proxy Statement.

Governance and Nominating Committee

The principal functions of the Governance and Nominating Committee are to: (i) monitor and oversee matters of corporate governance, including the evaluation of Board of Director performance and processes and the independence of directors; (ii) identify, select, evaluate and recommend to the Board of Directors qualified candidates for election or appointment to the Board of Directors; and (iii) review the Company’s environmental, social and governance (“ESG”) strategy, policies and public disclosures.

The Governance and Nominating Committee will consider potential nominees brought to its attention by any director or officer of the Company and will consider such candidates based on their achievements in business, education or public service, experience (including management experience in a public company), background, skills, expertise, accessibility and availability to serve effectively on the Board of Directors. Consistent with the Director Nomination Process set out in Appendix A to the Governance and Nominating Committee charter, the Board of Directors and the Governance and Nominating Committee give consideration to assuring that the Board of Directors, as a whole, is reflective of the diversity of the Company’s workforce (see “Environment, Social and Governance Highlights” below) and the communities in which the Company conducts its business.

Accordingly, our Board of Directors is diverse in many ways, including our directors’ differing geographic, business, gender and ethnic backgrounds. 25% of our directors are nominated by our labor unions. Of our director nominees, 17% identify as women, 25% identify as racially or ethnically diverse and 8% identify as veterans. Further, 92% of our director nominees are independent and 50% have served on our Board of Directors for seven years or fewer, with four having served on our Board of Directors for fewer than five years. We believe this diversity attains the right balance between new directors who bring new ideas and insights and longer-serving directors with institutional knowledge of our Company.

Diversity and other factors described above are reviewed in the context of an assessment of the perceived needs of the Board of Directors or a committee of the Board of Directors at a particular point in time. As a result, the priorities and emphasis of the Board of Directors and the Governance and Nominating Committee may change to take into account changes in business and other trends, as well as the portfolio of skills and experience of our current and prospective members of the Board of Directors. The Governance and Nominating Committee is currently reviewing prospective candidates for our Board of Directors and is prioritizing ESG expertise and diversity factors in its review.

The Governance and Nominating Committee will also consider nominees recommended in good faith by stockholders. As described further herein under the section titled “Stockholder Proposals,” stockholders may submit a candidate’s name, credentials, contact information and his or her written consent to be considered as a candidate to the Corporate Secretary of the Company at 3375 Koapaka Street, Suite G-350, Honolulu, HI 96819 no earlier than 120 days or later than 90 days prior to the first anniversary of the Annual Meeting. The proposing stockholder should also include his or her contact information and a statement of his or her share ownership (how many shares owned and for how long). Such stockholder-recommended candidates will be evaluated in the same manner as candidates nominated by any other person.

The Governance and Nominating Committee also recommends to the Board of Directors the assignment of directors to committees, including the designation of committee chairs. The Governance and Nominating Committee met four times and did not act by unanimous written consent during the year ended December 31, 2021.

Safety Committee

The Safety Committee has the overall responsibility for overseeing and fostering a culture and best practices to promote industry-leading safety performance. The Safety Committee may delegate its authority to subcommittees or individuals as the Safety Committee may deem appropriate. The Safety Committee met twice and did not act by unanimous written consent during the year ended December 31, 2021.

Executive Committee

The Executive Committee is empowered to act for the Board of Directors in intervals between Board of Directors meetings, with the exception of certain matters that by law may not be delegated. The Executive Committee meets as necessary, and all actions by the Executive Committee are reported at the next Board of Directors meeting. The Executive Committee met seven times and did not act by unanimous written consent during the year ended December 31, 2021.

Executive Sessions of the Board of Directors

The independent directors meet on a regular basis to review the performance of management and the Company. The presiding director at such sessions is Mr. Hershfield, the Chairman of our Board of Directors.

Communications with the Board of Directors

Stockholders may send communications to the Board of Directors at the following address: 3375 Koapaka Street, Suite G-350, Honolulu, HI 96819, specifying whether the communication is directed to the entire Board of Directors, the independent directors or to a particular director. All communications will be compiled by the Company’s Corporate Secretary and submitted as appropriate to the Board of Directors or individual directors, as the case may be, on a periodic basis.

Role of Board in Risk Oversight

Management is responsible for the day-to-day management of risks the Company faces, while the Audit and Finance Committee has responsibility for the oversight of the Company’s risk assessment and risk management policies. In its risk oversight role, the Audit and Finance Committee has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

Our Chairman meets regularly with our CEO and other senior officers to discuss strategy and risks facing the Company. Senior management attends the regularly scheduled Board of Directors’ meetings and participates in strategic planning sessions with the Board of Directors to discuss strategies, key challenges, risks and opportunities for the Company. Our committees of the Board of Directors also assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk. The Audit and Finance Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls and compliance with legal and regulatory requirements, and discusses policies with respect to risk assessment and risk management. Risk assessment reports are regularly provided by management to the Audit and Finance Committee. The Compensation Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The Governance and Nominating Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks associated with organization, membership and structure of the Board of Directors, succession planning for our directors and executive officers, and corporate governance. The Safety Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks associated with safety systems, policies and procedures.

While the full Board oversees ESG risks, strategy and performance, the Governance and Nominating Committee of the Board of Directors has responsibility to review and report findings and recommendations to the Board regarding the Company’s ESG strategy, and periodically review the Company’s policies and public

disclosures related to ESG, as stated in its charter. Although not enumerated in their respective charters, other Board Committees also regularly address ESG issues relevant to their respective oversight areas. For example, the Safety Committee has oversight of Safety Risk Management processes and governance, including short-term physical risks.

Compensation of Directors

Under the Company’s policy for directors, each non-employee director receives an annual retainer of $80,000 plus $1,500 for each meeting of the Board of Directors that he or she attends in person and $750 for each meeting he or she attends telephonically, in each case for meetings attended in excess of eight meetings (whether in-person or via telephone) during the twelve-month period beginning June 1st of each year. Additionally, the Chairman of the Board of Directors receives an annual retainer of $115,000, the chairperson of the Audit and Finance Committee receives an annual retainer of $25,000, the chairperson of the Compensation Committee receives an annual retainer of $20,000, the chairperson of the Governance and Nominating Committee and the chairperson of the Safety Committee each receive an annual retainer of $15,000. The members of the Audit and Finance Committee each receive an annual retainer of $12,500, the members of the Compensation Committee each receive an annual retainer of $10,000, and the members of the Governance and Nominating Committee and Safety Committee each receive an annual retainer of $7,500.

The non-employee directors each receive an annual automatic equity grant on the date of each annual stockholders meeting equal to that number of restricted stock units (“RSUs”) determined by dividing $110,000 by the trailing volume weighted average price of the Company’s Common Stock over the 30 consecutive trading days ending on the trading day prior to the date of grant, vesting 100% on the day prior to the following year’s regularly scheduled annual stockholders meeting, and otherwise subject to the terms and conditions of the Company’s standard form of non-employee director stock award agreement. On the date of each annual stockholders meeting, each non-employee director who was not a director on the date of the prior annual stockholder meeting will automatically be granted, upon his or her appointment, a pro rata award of RSUs based on the number of RSUs granted to the other non-employee directors on the date of the prior year’s annual stockholder meeting that will vest in full on the day prior to the next annual stockholder meeting.

Each director and certain members of his or her immediate family and parents are entitled to free travel privileges on the Company’s non-chartered flights. Directors are also reimbursed for the taxes imposed on the first $30,000 of incremental cost on non-standby travel on the Company’s flights. Following retirement from the Board of Directors after age 40 and at least ten years of service, or after age 55 and at least five years of service, former directors are eligible for unlimited travel on Company flights. Former directors are responsible for all taxes on this post-retirement benefit.

The following table shows the compensation paid or accrued during the fiscal year ended December 31, 2021 to the individuals serving on the Board of Directors in 2021:


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)(2)	Total ($)
Donald J. Carty	119,792	111,553	—	231,345
Earl E. Fry	123,917	111,553	405	235,875
Joseph Guerrieri, Jr.	93,334	111,553	56	204,943
Lawrence S. Hershfield	229,459	111,553	256	341,268
C. Jayne Hrdlicka	101,501	111,553	—	213,054
Randall L. Jenson	117,668	111,553	303	229,524
Michael E. McNamara	103,500	111,553	47	215,100
Crystal K. Rose	122,708	111,553	141	234,402
William S. Swelbar	93,334	111,553	—	204,887
Duane E. Woerth	93,334	111,553	—	204,887
Richard N. Zwern	119,918	111,553	595	232,066

(1) Represents the grant date fair value of RSUs granted to each director in 2021, as calculated in accordance with Accounting Standards Codification 718, Compensation--Stock Compensation (“ASC 718”).

(2) The amounts in this column for each non-employee director represent the aggregate incremental cost to the Company and reimbursement of taxes related to flight benefits.

Supplemental Director Compensation Table—Outstanding Stock Awards as of December 31, 2021


Name	Aggregate Stock Award Shares Outstanding (#)	Award Grant Date(s)	Number of Shares (#)	ASC 718 Grant Date Fair Value($)
Donald J. Carty	4,432	5/19/2021	4,432	111,553
Earl E. Fry	4,432	5/19/2021	4,432	111,553
Joseph Guerrieri, Jr.	4,432	5/19/2021	4,432	111,553
Lawrence S. Hershfield	4,432	5/19/2021	4,432	111,553
C. Jayne Hrdlicka	4,432	5/19/2021	4,432	111,553
Randall L. Jenson	4,432	5/19/2021	4,432	111,553
Michael E. McNamara	4,432	5/19/2021	4,432	111,553
Crystal K. Rose	4,432	5/19/2021	4,432	111,553
William S. Swelbar	4,432	5/19/2021	4,432	111,553
Duane E. Woerth	4,432	5/19/2021	4,432	111,553
Richard N. Zwern	4,432	5/19/2021	4,432	111,553

Supplemental Director Compensation Table—Outstanding Options as of December 31, 2021

Name

Aggregate Option Shares Outstanding (#)

Award Grant Date(s)

Number of Shares (#)

ASC 718 Grant Date Fair Value($)

Duane E. Woerth

1,666

5/22/2014

5,000

39,800

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE HIGHLIGHTS

Hawaiian is committed to creating long-term value and positively impacting our people, the environment and our communities. We are committed to managing the risks and opportunities that arise from operating sustainably, and to conducting our business in ways that are principled, transparent and accountable to our stockholders and stakeholders and aligned with our purpose and values.

We provide information on our ESG performance in our annual Corporate Kuleana report, which can be found in the Corporate Responsibility section of our website at https://www.hawaiianairlines.com. Our upcoming Corporate Kuleana report will be published in May 2022, and we intend to continue providing our stakeholders with annual updates on our ESG performance. Neither our website nor its contents, including our Corporate Kuleana reports, are incorporated by reference into this Proxy Statement.

Purpose and Values

Our purpose is to connect people with Aloha. It captures how we bring people closer together, and how we share the Aloha spirit with the people and places we serve. It is core to who we are, how we see the world and how we engage with the people and places around us. Aloha is a way of life, but also a choice each of our employees makes every day, constantly striving to be the very best we can be. With Aloha in everything we do, we share moments and our spirit with guests and each other

Our values, reflected below, guide how we act, lead, and make decisions:

•Mālama (Care): We care about the people and places we serve, and personally commit to their well-being.

•Ho‘okipa (Hospitality): We are genuine hosts, welcoming people into our home with warmth, gratitude and full hearts.

•Lōkahi (Collaboration): We come together in harmony, always seeking better ways to succeed as a team.

•Po‘okela (Excellence): We strive for excellence, competing to thrive.

Environmental

As Hawai‘i’s hometown airline – with the majority of our employees residing in Hawai‘i and every one of our flights touching our islands – we understand that our business depends on preserving the environment and natural resources that visitors come to Hawai‘i to experience, and which are inextricably tied to the social, economic and cultural wellbeing of our communities. We continue to advance our work to increase fuel efficiency, decrease our carbon footprint and use energy efficiently to become better environmental stewards. Some of our recent environmental sustainability commitments and accomplishments are highlighted below.

In 2021, we committed to achieving net-zero carbon emissions by 2050. This goal adds to our existing pledge to meet the International Civil Aviation Organization’s Carbon Offsetting and Reduction Scheme for International Aviation, which includes an industry-wide goal of capping carbon emissions at 2019 levels. We are working to achieve our net-zero goal through sustainable aviation fuel development and proliferation, ongoing fleet investments, more efficient flying, carbon offsets, and industry advocacy for air traffic control reform. We also recognize that intermediate targets will be an important step towards realizing our net-zero carbon emissions goal and intend to develop and publicize these goals. In 2021, we established a dedicated Sustainability Initiatives leadership position to lead ESG programs across the Company, and in early 2022, we adopted an Environmental Policy which is available on the Corporate Responsibility section of our website. We also recently announced our new partnership with Conservation International, which will provide our guests with the opportunity to purchase certified carbon offsets to offset their Hawaiian Airlines flight’s carbon emissions. Effective April 2022, we have also committed to offsetting all our Company’s employee business travel on Hawaiian Airlines. Our forthcoming Corporate Kuleana report will be aligned to the Task Force on Climate-related Financial Disclosures (TCFD) framework, in addition to the Sustainability Accounting Standards Board (SASB) disclosures included in our previous reports.

Social

We are committed to creating an inclusive environment where our applicants and employees feel comfortable self-identifying their gender, race, and veteran and disability status. We have implemented and maintain an affirmative action program and employ evidence-based processes that inform our effort to minimize gender, ethnic/racial, and other bias in hiring and promotional practices. As of December 31, 2021:

•We were again proud to lead the U.S. industry with the highest percentage of women pilots at more than 9% of our pilot workgroup; well above the global average of 5.8%.

•More than 75% of our active workforce identify as racially or ethnically diverse and more than 45% as women.

•At our Director level and above, more than 50% of our active workforce identify as racially or ethnically diverse and more than 30% as women.

This year, we are focused on codifying and implementing our vision, mission and strategy for our diversity efforts that will be the foundation for our path forward.

We have policies that support inclusion of everyone in our workforce, including all sexual orientations and gender identities or expressions, and we provide inclusive benefits for same- and different-sex spouses. We support the diversity and interests of our workforce through the following employee resource groups: ASCEND (A Support Community for Employees Nurturing Diverse Abilities), Haʻaheo (LGBTQA+), Network for Black Employees and Allies, Sustainability, Wahine (Women) in Aviation and Hawaiian Airlines Veterans Employee Network (HAVEN). We take pride in and value Hawaiian culture and offer an ōlelo Hawai‘i (Hawaiian language) certification program at no cost to our employees in addition to our employee-led Ke Kumu hula and Hawaiian language classes.

We also aspire to move our industry forward and to drive positive change in our communities. With destinations worldwide, we believe that our greatest asset for driving this change is the commitment of our diverse employees and customers to effect positive change in their communities. In 2021, we furthered our commitment to educating our guests arriving in Hawai‘i on how to safely and responsibly enjoy the islands with the debut of a new in-flight video, Travel Pono, in which Hawaiian Airlines crewmembers share their expert advice on ocean and hiking safety, conservation of endangered species and the environment, and cultural and community best practices. We continued to support our communities and nonprofits in Hawai‘i and throughout our U.S. mainland network through Company and HawaiianMiles Charity program donations of 14 million airline miles, cash and in-kind donations, volunteer activities, and sponsorship of a wide range of local community organizations and initiatives. We were proud to operate 13 charter flights to help relocate and welcome more than 3,000 Afghans escaping the Taliban regime to the United States through our participation in the U.S. Department of Defense Civil Reserve Air Fleet (CRAF) program.

In early 2022, we adopted our Human Rights Policy Statement to assist in our efforts to promote human rights awareness throughout our business. A copy of the policy is available on the Corporate Responsibility section of our website.

Governance

Our Board of Directors Oversight oversees our ESG risks, strategy and performance, and ESG topics are covered in each regularly scheduled Board meeting, including climate risks and opportunities. In 2021, the Board of Directors formalized the responsibility of the Governance and Nominating Committee to review and ensure material and relevant ESG strategies and risks have appropriate Board and Committee oversight and to report any recommendations to the Board. Other committees of the Board of Directors regularly address ESG issues relevant to their respective oversight areas, including climate-related issues. Our Chief Legal Officer and Chief Marketing and Communications Officer receive regular reports from our ESG working group, which includes representatives throughout the company, and liaises between our ESG working group and our Board of Directors.

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The Board of Directors currently consists of twelve directors, eleven of whom are independent. The Board of Directors has affirmatively determined that Earl E. Fry, Lawrence S. Hershfield, C. Jayne Hrdlicka, Randall L. Jenson, Michael E. McNamara, Crystal K. Rose, Mark D. Schneider, William S. Swelbar, Duane E. Woerth and Richard N. Zwern are each independent as defined by the Nasdaq listing standards and the applicable rules of the SEC. The Board of Directors has determined that Peter R. Ingram, the Company’s CEO, is not independent as defined by the Nasdaq listing standards and the applicable rules of the SEC.

Eight directors will be elected at the Annual Meeting to serve for one-year terms and until their successors are elected and qualified. Based upon the recommendation of the Governance and Nominating Committee, the Board of Directors has nominated Mr. Hershfield, Mr. Ingram, Mr. Fry, Ms. Hrdlicka, Mr. Jenson, Mr. McNamara, Ms. Rose and Mr. Zwern for election to the Board of Directors at the Annual Meeting. All of the nominees are currently members of the Board of Directors, and all of the nominees have agreed to being named in this Proxy Statement and to continue to serve if elected. In the event that any such nominee is unable to serve, the proxyholders will vote for any other person that the Board of Directors designates. The election of each nominee as a director requires a plurality of the votes cast at the Annual Meeting by holders of shares entitled to vote. The proxies cannot be voted for a greater number of persons than the number of nominees. You will find each nominee’s biographical information below.

As described in greater detail in the section below titled “Security Ownership of Certain Beneficial Owners and Management—Special Preferred Stock,” the IAM, the AFA and the ALPA (each, a “Union”) hold one share of the Company’s Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock, respectively, that, in accordance with our Amended and Restated By-laws, entitle each Union to nominate one director. Mr. Schneider is the IAM’s designee to the Board of Directors; Mr. Swelbar is the AFA’s designee to the Board of Directors; and Mr. Woerth is the ALPA’s designee to the Board of Directors. The Special Preferred Stock Designees are not elected by the holders of the Common Stock, and their election is, accordingly, not to be considered at the Annual Meeting.

Information Regarding Director Nominees and Departing Director

The name, age as of April 7, 2022, present principal occupation or employment and five-year employment history of each of our director nominees is set forth below. The business address of each person listed below is 3375 Koapaka Street, Suite G-350, Honolulu, HI 96819 and the telephone number at that address is (808) 835-3700.

Name

Age

Position(s)

Lawrence S. Hershfield

Chair of the Board of Directors

Peter R. Ingram

Director, President and Chief Executive Officer

Earl E. Fry

Director

C. Jayne Hrdlicka

Director

Randall L. Jenson

Director

Michael E. McNamara

Director

Crystal K. Rose

Director

Richard N. Zwern

Director

Special Preferred Stock Designees:

Mark D. Schneider

Director (IAM Designee)

William S. Swelbar

Director (AFA Designee)

Duane E. Woerth

Director (ALPA Designee)

Lawrence S. Hershfield. Mr. Hershfield has been the Chairman of our Board of Directors since July 2004. Mr. Hershfield served as our President and Chief Executive Officer from June 14, 2004 through June 2, 2005. Mr. Hershfield has been the Chief Executive Officer of Ranch Capital, LLC, which he founded to pursue investments in undervalued or distressed assets or companies, since October 2002. He joined the Advisory Board of the Stanford Institute for Economic Policy Research in August 2021. He served as Chairman of the Board of Premier Entertainment Biloxi, LLC, which owned the Hard Rock Hotel and Casino in Biloxi, Mississippi, from June 2006 through September 2011, and serves as an advisor to Berkadia, a commercial real estate, brokerage, mortgage banking and loan servicing firm. From 2006 through 2009, Mr.

Hershfield served as a Trustee of the Stanford University Business School Trust, and from 2011 through 2016, he served on the Advisory Board of the Stanford Center for Longevity. Mr. Hershfield received a B.S. in Biology from Bucknell University (1977) and has an M.B.A. from Stanford University Graduate School of Business (1981). Mr. Hershfield serves as Chair of the Executive Committee and is a member of the Governance and Nominating Committee. Mr. Hershfield contributes an in-depth familiarity with the Company, its operations and its history resulting from his prior service as its Chief Executive Officer and years of service as its Chairman, as well as a breadth of experience gained from serving as a director or officer of, or investor in, public and private companies in a variety of industries.

Peter R. Ingram. Mr. Ingram has been a member of our Board of Directors and the President and Chief Executive Officer for both Hawaiian Airlines, Inc. (“Hawaiian”), and its parent company, Hawaiian Holdings, Inc., since March 1, 2018. Mr. Ingram joined Hawaiian as Chief Financial Officer in November 2005 and served as Executive Vice President and Chief Commercial Officer from November 2011 through February 2018. Prior to joining Hawaiian, Mr. Ingram spent 11 years with AMR Corporation, parent company of American Airlines and American Eagle Airlines. From 2002 to 2005, he served as Vice President of Finance and Chief Financial Officer for American Eagle Airlines, after eight years in finance‑related management positions for American Airlines. Mr. Ingram received a B.A. in Business Administration from the University of Western Ontario (1988) and an M.B.A. from Duke University’s Fuqua School of Business (1994). Mr. Ingram brings significant experience and understanding of the airline industry and publicly traded companies, which, together with Mr. Ingram’s day-to-day leadership of Hawaiian in his role as Chief Executive Officer, allows him to contribute to the Board of Directors a deep understanding of the Company’s operations and of the challenges and opportunities facing our business.

Earl E. Fry. Mr. Fry has been a member of our Board of Directors since May 2016. From December 1999 to August 2015, Mr. Fry served in various capacities at Informatica Corporation, an enterprise data integration software company, including Chief Financial Officer, Chief Administrative Officer and Executive Vice President, Operations Strategy. Mr. Fry served on the Board of Directors of Xactly Corporation from September 2005 to August 2017 and chaired the Xactly Corporation Audit Committee for several years through August 2017. Mr. Fry has also served on the Board of Directors of Central Pacific Financial Corp. since April 2005 and is a member of the Audit Committee of Central Pacific Financial Corp., which he chaired from 2006 to 2020. Mr. Fry also serves as a member of the Compensation Committee, Nominating and Governance Committee and Audit Committee of Blackblaze, Inc. Mr. Fry received a B.B.A. in Accounting from the University of Hawai‘i and has an M.B.A. from the Stanford University Graduate School of Business. Mr. Fry serves as Chair of the Audit and Finance Committee. Mr. Fry brings significant professional experience in the areas of finance, accounting and audit oversight to the Board of Directors, which allows him to contribute valuable insight and perspective.

C. Jayne Hrdlicka. Ms. Hrdlicka has been a member of our Board of Directors since July 2020. Ms. Hrdlicka is a globally recognized executive with over 20 years’ experience leading top international businesses in the aviation, consumer and industrial sectors. She is currently Chief Executive Officer and Managing Director of Virgin Australia, positions she has held since November 2020. Previously, Ms. Hrdlicka served as senior advisor at Bain Capital from June 2020 to November 2020. She was Chief Executive Officer and Managing Director of New Zealand’s a2 Milk Company from July 2018 to June 2020. Prior to her role at a2 Milk Company, Ms. Hrdlicka held various leadership roles at Qantas Group for nearly a decade, including as CEO of its low-cost subsidiary Jetstar Group from July 2012 to November 2017. Ms. Hrdlicka also spearheaded the strategic re-design of Qantas’ Airways’ loyalty group, Qantas Loyalty and Digital Ventures, and served as CEO of Qantas Loyalty and Digital Ventures from November 2017 to April 2018. Ms. Hrdlicka has served as Chair of the board of directors of Tennis Australia since October 2017. Ms. Hrdlicka received a B.A. in economics and business administration from Colorado College and an M.B.A from Dartmouth College. Ms. Hrdlicka serves as a member of the Governance and Nominating Committee. Ms. Hrdlicka brings significant experience and understanding of the airline industry and publicly traded companies, which provides valuable leadership, insight and perspective to the Board of Directors.

Randall L. Jenson. Mr. Jenson has been a member of our Board of Directors since July 2004. Mr. Jenson was appointed as our Chief Financial Officer, Treasurer and Secretary in June 2004. He resigned as Secretary effective as of July 2005 and as Chief Financial Officer and Treasurer as of November 2005. Since July 2011 he has served as Chief Financial Officer of Berkadia, a company engaged in commercial real estate, brokerage, mortgage banking and loan servicing. He co-founded and served as President of Ranch Capital, LLC, until 2019, which was formed in 2002 to pursue investments in undervalued or distressed assets or companies. From May 1997 to October 2002, he served in various capacities in or at the direction of Leucadia National Corporation, including as President and Chief Executive Officer of American Investment Bank N.A. from 1998 to 2002. Mr. Jenson received a B.A. in Accounting from the University of Utah (1991) and earned his M.B.A. from the Harvard University Graduate School of Business Administration (1997). Mr. Jenson serves as a member of the Audit and Finance Committee and the Governance and Nominating Committee. Mr. Jenson’s familiarity with our

business from his prior service as our Chief Financial Officer and Treasurer along with his experience investing in diverse industries and managing businesses allows him to contribute to the Board of Directors a valuable perspective on the financial operations of our business.

Michael E. McNamara. Mr. McNamara has been a member of our Board of Directors since July 2020. Mr. McNamara is the Executive Vice President and Chief Information Officer (“CIO”) of Target Corporation, a position he has held since September 2016. He joined the company as CIO in June 2015. Before his current role, Mr. McNamara served as Chief Information Officer of Tesco, a publicly traded international retailer headquartered in the United Kingdom, from March 2011 to May 2015. During his almost two-decade tenure at Tesco, Mr. McNamara led the company’s efforts to modernize its global operating model and oversaw the multi-country rollout of Tesco.com. Mr. McNamara has served on the board of various non-profits, including Genesys Works Twin Cities since 2017. Mr. McNamara received a Bachelor of Engineering from the University College Dublin. Mr. McNamara serves as a member of the Compensation Committee. Mr. McNamara’s prior experience at national and international retail companies and as an executive in digital, technology and IT sectors allow him to contribute valuable insight and perspective to the Board of Directors.

Crystal K. Rose. Ms. Rose has been a member of our Board of Directors since June 2006. Ms. Rose, an attorney, is a partner with Bays Lung Rose Voss (1986 through present). Ms. Rose is currently the Lead Independent Director of each of Central Pacific Financial Corp. (February 2005 through present) and Central Pacific Bank (August 2004 through present), and a current member of the Compensation and Governance Committees of each. From 2004 to 2006, Ms. Rose was a director of Hawaiian Electric Light Co., Ltd. She also serves on several civic boards, including the Board of Trustees of Kamehameha Schools. Ms. Rose received a B.S. from Willamette University (1979) and a J.D. from the University of California, Hastings College of Law (1982). Ms. Rose serves as chairperson of the Compensation Committee and as a member of the Governance and Nominating Committee. Ms. Rose’s legal experience, as a partner with Bays Lung Rose Voss, as well as her experience as the Lead Independent Director of each of Central Pacific Financial Corp. and Central Pacific Bank, allow her to provide valuable insight and leadership in her positions as Chair of our Compensation Committee and member of our Governance and Nominating Committee.

Richard N. Zwern. Mr. Zwern has been a member of our Board of Directors since August 2011. Mr. Zwern was formerly the worldwide director of Executive Development at WPP from 2006 to 2021, the world’s largest communications and marketing services group. Prior to that, he spent most of his professional career at Hill & Knowlton, the New York-based public relations and public affairs consulting firm. Mr. Zwern joined Honolulu‑based Communications‑Pacific in 1980, acquired the firm with a partner in 1983, and served as President. He led the firm for five more years following its 1989 acquisition by Hill & Knowlton and served as its Chief Executive. Mr. Zwern is a graduate of the University of Southern California and received an M.B.A. from the University of Hawai‘i. He serves on the Board of Directors of the Hawaiian Humane Society. Mr. Zwern serves as Chair of the Governance and Nominating Committee and as a member of the Compensation Committee. Mr. Zwern’s deep experience advising companies on corporate public image, crisis management and public relations allows him to provide valuable perspective on our business to the Board of Directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO ELECT THE EIGHT DIRECTORS THAT HAVE BEEN NOMINATED FOR ELECTION TO THE BOARD OF DIRECTORS.

Departing Director

Mr. Carty will be retiring from the Board of Directors, effective as of May 18, 2022. The Company thanks Mr. Carty for his dedicated service on the Board of Directors.

Donald J. Carty. Mr. Carty has been a member of our Board of Directors since December 2016. Mr. Carty, a seasoned airline executive, has served on our Board of Directors from July 2004 to February 2007 and again from April 2008 to May 2011. Mr. Carty is currently a Director of Canadian National Railway Company and VMWare, Inc. He has also served as Chairman of the Board of Virgin America, Inc., a position he held from 2006-2016 until the acquisition of Virgin America by Alaska Airlines was consummated. Mr. Carty has held numerous executive leadership roles during his career, serving as chairman and chief executive officer for AMR Corporation and American Airlines, president and chief executive officer of Canadian Pacific Air Lines and vice-chairman and chief financial officer of Dell Inc. He was named an Officer of the Order of Canada in January 2003. Mr. Carty received a B.A. in Economics from Queen’s University in Ontario, Canada (1968) and has an M.B.A. from the Harvard University Graduate School of Business Administration (1971).

Special Preferred Stock Designees

Mark D. Schneider. Mr. Schneider has been a member of our Board of Directors since February 2022. Throughout Mr. Schneider’s 30-year career, he has specialized in providing regulatory counsel to highly regulated organizations, including labor unions, political action agencies and telecommunications companies. Mr. Schneider previously served as general counsel for the International Association of Machinists and Aerospace Workers (the “IAM”) and as associate general counsel of the Service Employees International Union (“SEIU”). Prior to becoming Associate General Counsel for SEIU, he was a partner at the law firm Jenner and Block, LLC. Mr. Schneider received a B.A. from Swarthmore College (1976), a M.Phil. from Oxford University (1979), and a J.D. from Columbia Law School (1983). Mr. Schneider currently teaches at New York University School of Law. Mr. Schneider serves as a member of the Safety Committee. Mr. Schneider is the IAM’s designee to the Board of Directors. See “Security Ownership of Certain Beneficial Owners and Management—Special Preferred Stock.”

William S. Swelbar. Mr. Swelbar has been a member of our Board of Directors since November 2005. Currently, Mr. Swelbar is a Research Engineer with the Massachusetts Institute of Technology’s International Center for Air Transportation. Mr. Swelbar has enjoyed a 30-year consulting career specializing in distressed labor negotiations and regulatory issues governing air transportation. Mr. Swelbar received a B.S. from Eastern Michigan University (1982) and an M.B.A. from The George Washington University (1988). Mr. Swelbar serves as a member of the Safety Committee. Mr. Swelbar is the AFA’s designee to the Board of Directors. See “Security Ownership of Certain Beneficial Owners and Management - Special Preferred Stock.”

Duane E. Woerth. Mr. Woerth has been a member of our Board of Directors since May 2014 and previously served on our Board of Directors from June 2009 to October 2010. From October 2010 to December 2013, Mr. Woerth served as U.S. Ambassador to the International Civil Aviation Organization. Mr. Woerth was a co-founder of Sojern, Inc. and served as its Senior Vice President of Airlines Relations from July 2007 to September 2010. From 1999 to 2007, he served as President of the Air Line Pilots Association (“ALPA”), the largest airline pilot union in the world. Prior to that, he worked as First Vice President, leading ALPA’s international aviation initiatives from 1991 to 1998. Mr. Woerth also served on the Board of Directors of Northwest Airlines from 1993 to 1999. Additionally, he has over 20 years of pilot experience with Braniff and Northwest Airlines as well as the U.S. Air Force, from which he retired with the rank of Lt. Colonel. During his career, Mr. Woerth led the Department of Transportation (“DOT”) agency review team with special emphasis on the Federal Aviation Administration and was appointed by the DOT to lead one of two teams on aircraft to propose and implement enhanced security measures following September 11, 2001. Mr. Woerth received a B.S. in Accounting from the University of Nebraska (1970) and an M.A. in Public Administration from the University of Oklahoma (1975). Mr. Woerth serves as a member of the Safety Committee. Mr. Woerth is the ALPA’s designee to the Board of Directors. See “Security Ownership of Certain Beneficial Owners and Management - Special Preferred Stock.”

EXECUTIVE OFFICERS

The following table sets forth the names, ages as of April 7, 2022 and all positions and offices with the Company held by the Company’s present executive officers.

Name

Age

Position(s)

Peter R. Ingram

President and Chief Executive Officer of Holdings and Hawaiian

Jonathan D. Snook

Executive Vice President and Chief Operating Officer of Hawaiian

Shannon L. Okinaka

Executive Vice President, Chief Financial Officer and Treasurer of Holdings and Executive Vice President and Chief Financial Officer of Hawaiian

Aaron J. Alter

Executive Vice President, Chief Legal Officer and Corporate Secretary of Holdings and Hawaiian

Theodoros Panagiotoulias

Senior Vice President, Global Sales and Alliances of Hawaiian

The following is information with respect to the Company’s executive officers other than Mr. Ingram, whose biographical information is included amongst the directors' biographies.

Jonathan D. Snook. Mr. Snook has served as the Executive Vice President and Chief Operating Officer of Hawaiian since December 2015. Previously, Mr. Snook had served as Interim Chief Operating Officer from October 2015 to December 2015. From March 2015 to September 2015, Mr. Snook worked as an independent consultant. Mr. Snook previously spent over 28 years at AMR Corporation/American Airlines, most recently as its Senior Vice President Customer Service from January 2013 to January 2014 and as its Vice President Operations Planning and Performance from March 2010 to January 2013.

Shannon L. Okinaka. Ms. Okinaka has served as the Executive Vice President, Chief Financial Officer and Treasurer of Holdings and Executive Vice President and Chief Financial Officer of Hawaiian since May 2015. Previously, Ms. Okinaka had served as Senior Vice President, Interim Chief Financial Officer and Treasurer of Holdings and Senior Vice President and Interim Chief Financial Officer of Hawaiian from January 2015 to May 2015 and as Hawaiian’s Vice President - Controller from May 2011 to May 2015. Ms. Okinaka joined Hawaiian in September 2005 as Senior Director - Sarbanes Oxley Compliance and Special Projects. Ms. Okinaka received a Bachelor of Business Administration degree in Accounting and Management Information Systems from the University of Hawai‘i at Mānoa (1996).

Aaron J. Alter. Mr. Alter has served as the Executive Vice President, Chief Legal Officer and Corporate Secretary of Holdings and Hawaiian since January 2016. Previously, Mr. Alter was a partner at Wilson Sonsini Goodrich & Rosati, where he practiced corporate and securities law from 1990 through 2015. Mr. Alter received an A.B. in Economics and East Asian Studies from Harvard University (1979), an M.B.A from the Harvard University Graduate School of Business Administration (1985) and a J.D. from Harvard Law School (1985).

Theodoros Panagiotoulias. Mr. Panagiotoulias has served as the Senior Vice President, Global Sales and Alliances of Hawaiian since August 2014. From March 2012 to July 2014, Mr. Panagiotoulias served as the Vice President and General Manager of Sabre, Inc. Prior to that, Mr. Panagiotoulias spent 15 years at American Airlines, where he held several key leadership positions in commercial and operational activities. Mr. Panagiotoulias is a graduate of Haileybury College (1987) in Melbourne, Australia.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis discusses our executive compensation policies and programs and the compensation decisions made for 2021 for our chief executive officer, chief financial officer and our other three most highly compensated employees serving as executive officers at year-end. These individuals, referred to in the securities laws as our named executive officers ("NEOs"), are:

•Peter R. Ingram, President and Chief Executive Officer

•Jonathan D. Snook, Executive Vice President and Chief Operating Officer

•Shannon L. Okinaka, Executive Vice President, Chief Financial Officer and Treasurer

•Aaron J. Alter, Executive Vice President, Chief Legal Officer and Corporate Secretary

•Theodoros Panagiotoulias, Senior Vice President, Global Sales and Alliances

Structure of CD&A

Our report is organized as follows:

1. First, we summarize the most significant compensation actions taken for 2021.

2. We then discuss our compensation process, including our philosophy, and our governance.

3. Next, we provide an overview of our compensation structure and the elements of executive compensation.

4. We then describe our severance and change in control benefits.

5. Finally, we discuss certain other matters, including compensation risk, the results of our 2021 say on pay vote, and tax and accounting treatment of executive compensation.

Business Summary and 2021 Executive Compensation Decisions

Business Summary

In 2021, the Company began, and made remarkable progress toward recovery from the impact of the COVID-19 pandemic on the global economy and the travel industry, which fell to historic lows in 2020. The rollout of COVID-19 vaccinations, along with the easing of restrictions in various locations, led to improved domestic travel demand during 2021; however, our total passenger revenue was down approximately 47.2% during 2021, as compared to 2019. Furthermore, restrictions on travel to and from various international locations (including those within our network) remain in effect, continuing to suppress international travel demand. During 2021, our domestic network accounted for approximately 94.0% of total passenger revenue. We continue to monitor developments relating to restrictions on international travel by both the U.S. and international governments, including by the government of Japan, which represents a large percentage of our international revenue. The Compensation Committee considered the impact of COVID-19 on the business in establishing compensation plans, as well as limitations imposed as a result of the Company’s participation in federal payroll support and loan programs.

CARES Act Limitations

In 2020 and 2021, we entered into agreements with the U.S. Department of the Treasury with respect to payroll support and loan programs provided under Coronavirus Aid, Relief, and Economic Security Act, the Consolidated Appropriations Act, 2021 and the American Rescue Plan Act of 2021 (collectively referred to as the “CARES Act”). Among the conditions to participating in these programs, we were required to agree to limits on the amount of total compensation that we can pay certain Company employees, including our NEOs. Generally speaking, these limitations restrict payment of compensation to these covered employees to no more than their 2019 compensation. Our CEO’s compensation was subject to additional limitations. The limitations are measured on a rolling 12-month basis and we expect these limitations to continue

through at least April 1, 2023. These programs also impose limitations on severance and post-employment compensation for covered employees. For purposes of monitoring compliance with these limitations, we follow the Summary Compensation Table disclosure rules; as a result, this construct results in different treatment for long-term incentive compensation denominated in equity (treated as paid when granted, even if never earned) and long-term incentives paid in cash (treated as paid only when earned and actually delivered). The CARES Act limitations resulted in below market compensation for our NEOs in 2021 and had a significant impact on the Compensation Committee’s 2021 compensation decisions.

Significant Compensation Decisions

Our compensation practices continue to heavily weight compensation to reward performance. In 2021 we continued the use of a limited number of metrics for our annual incentive plan as compared to the balanced business scorecard used in years prior to 2019 but maintained our strong focus on financial metrics, including a financial metric used to determine the level at which the annual incentive plan would be funded, and objective quality and service metrics. As described below, our financial metrics for the annual incentive plan were focused on the items that we believed would best focus on the priorities of the Company as it sought to recover from the COVID-19 pandemic. Because of uncertainty in how the global recovery would proceed, we established targets for our financial metrics for the first half of the year in February when the annual incentive plan was established and for the second half of the year in May in order to take into account the path of recovery and, if deemed appropriate, to redirect our focus for the balance of the year. Additionally, given significant uncertainty regarding the longer-duration impacts of the pandemic, we determined that it would be appropriate to establish a long-term incentive plan performance target based on the growth of our stock price so that the results for our executives were directly tied to the delivery of value to stockholders.

Compensation Process and Governance

Compensation Advisers

The Compensation Committee is responsible for setting NEO compensation and engages the independent compensation consulting firm of Pay Governance LLC (“Pay Governance”) to assist it in executive compensation matters. Pay Governance provides no other services to the Company besides its service to the Compensation Committee. The Compensation Committee considered the independence of Pay Governance under Nasdaq and SEC rules and determined there was no conflict of interest which would affect the independence of Pay Governance’s advice to the Compensation Committee.

The Compensation Committee is also regularly advised by the Company’s primary corporate outside legal counsel, Wilson Sonsini Goodrich & Rosati, P.C. (“Wilson Sonsini”). The Compensation Committee considered the independence of Wilson Sonsini under Nasdaq and SEC rules and determined there was no conflict of interest which would affect the independence of Wilson Sonsini’s advice to the Compensation Committee.

The Compensation Committee reassesses the independence of its advisers on an annual basis.

Compensation Philosophy

For 2021, the Compensation Committee worked closely with Pay Governance and management to design an executive compensation program that emphasized pay-for-performance alignment with the long-term interests of our stockholders. While the design and administration of our compensation program evolves over time, it reflects several key goals: (i) providing compensation opportunities competitive with organizations with which we compete for executive talent; (ii) rewarding both individual and corporate performance; and (iii) creating incentives to achieve superior financial, operational and guest service performance both in the current year and for the long-term benefit of our business. Generally, in determining the employment terms and compensation for our NEOs, the Compensation Committee reviews publicly available information as described under the subheading “Compensation Market Data” below; assesses our overall financial condition and that of the airline industry; and consults with its independent compensation consultant and with outside executive compensation counsel. When making decisions regarding compensation of NEOs other than our Chief Executive Officer, our Compensation Committee consults with our Chief Executive Officer. In addition to reviewing available Compensation Market Data, the Compensation Committee may also consider other factors, including each officer’s roles, responsibilities, experience, specific skills and talents, historical performance and potential, as well as how our location and relatively high cost of living impacts our ability to attract and retain critical talent.

The cornerstone of our executive compensation program is pay-for-performance and therefore most of our NEOs’ compensation opportunity is performance-based or “at risk.” Although certain features of our program design and practices in 2021 were appropriately modified to factor in business uncertainty and CARES Act compliance, the core tenets of our philosophy remain the same. The primary objectives of our compensation programs, including our executive compensation program, are to attract, retain and motivate the best people available to help the Company achieve its long-term goals and objectives. Our executive compensation program rewards achieving goals set for the Company and those set for individual executives. We reward performance that meets or surpasses these established goals to align the interests of our executives with the long-term interests of our stockholders and to provide adverse consequences when goals are not achieved. We also seek to ensure that the total compensation opportunity provided to our executives remains competitive relative to the compensation paid to similarly situated executives in the market and among our peer companies, considering the relatively high cost of living and challenges of attracting individuals and their families to the Company, often from a considerable distance.

Compensation Market Data

Although the Compensation Committee generally reviews an annual market positioning study conducted by its independent compensation consultant and considers the information provided in such study when it establishes compensation levels for the NEOs, because the limitations imposed by the CARES Act already limited the pay that could be provided to the NEOs to below market levels, the Compensation Committee determined that it would not ask Pay Governance to prepare such a study in 2020. Pay Governance regularly reported to the Compensation Committee throughout 2020 and 2021 regarding actions taken by other airlines and companies impacted by both the pandemic and the CARES Act with respect to compensation and retention matters so that the Compensation Committee could take into account this information.

Historically, the Compensation Committee considers data from (1) a “main” peer group of ten similarly sized airlines and other companies in the transportation industry; (2) general industry survey data derived from companies with annual revenues between $1 billion and $3 billion; and (3) national cost of living data. We consider these ten companies to be our industry peers: Air Canada, Air Transport Services Group Inc., Alaska Air Group, Inc., Allegiant Travel Company, Atlas Air Worldwide Holdings, Hub Group Inc., JetBlue Airways Corporation, SkyWest, Inc., Spirit Airlines, Inc., and WestJet Airlines, Inc. The Compensation Committee also considers compensation information from four other major independent airlines in the United States: American Airlines Group, Inc., Delta Airlines, Inc., Southwest Airlines Co., and United Continental Holdings, Inc., for benchmarking pay practices and company performance. These airlines are substantially larger than the Company, so the Compensation Committee did not rely upon compensation data from this group of companies to benchmark NEO pay.

Finally, the Compensation Committee has historically reviewed local compensation trends by monitoring the executive compensation practices and pay levels at four publicly-traded Hawaiian companies: Alexander and Baldwin Inc., Bank of Hawai‘i Corporation, Hawaiian Electric Industries, Inc., and Matson, Inc.

Role of Management

The Chief Executive Officer makes recommendations to the Compensation Committee as to the base salary and incentive compensation of all executive officers other than himself which the Compensation Committee considers in its deliberations. The Compensation Committee annually reviews the base salary of the Chief Executive Officer which may be increased by the Compensation Committee in its sole discretion. Other than the Chief Executive Officer, no executive officer participates in setting compensation for NEOs, although our Chief Financial Officer and Senior Vice President-Human Resources assist by providing relevant financial performance and historical compensation data to the Compensation Committee for their consideration in deciding upon executive compensation.

Good Compensation Governance Practices

Our Compensation Committee seeks to develop and implement good executive compensation governance practices as appropriate for our business. The following are examples of some of our good compensation governance practices and some important things we do not do.


Things We Do						Things We Don’t Do
Annual “Say on Pay” advisory vote						No single trigger equity acceleration
Cap the upside potential for our annual incentive compensation payouts						No golden parachute excise tax gross ups
Stock ownership and share retention guidelines for our executive officers and non-employee directors						Minimal perquisites for officers
A substantial portion of our executive officers’ equity awards are subject to performance-based vesting, including a component based on total shareholder return						No pledging, hedging, short sales, or trades in derivative securities of our shares allowed
Compensation Committee directly engages an independent compensation consultant who does no other work for the Company
Annual assessment of compensation related risk
Clawback policy so the Company may recover certain compensation in the event of certain financial restatements

Compensation Recovery Policy (Clawback)

On the recommendation of the Compensation Committee, the Board of Directors adopted the Company’s “Recoupment Policy Relating to Incentive Compensation of Participants” for any bonus or incentive compensation paid after January 1, 2009. Under the Company’s clawback policy, if any incentive compensation paid to a participant in the Company’s annual incentive plan, including executive officers, was calculated based on the achievement of financial results that were later required to be restated, and, if the individual executive officer engaged in any fraud or misconduct that caused or contributed to the need for such restatement, the Board of Directors will require reimbursement, in all appropriate cases, from the executive officer of any portion of the incentive compensation that exceeds the amount that would have been awarded had the financial results been properly reported, as determined by the Board of Directors or a committee thereof. The Company’s policy does not authorize the Company to recover any incentive compensation awarded more than two years prior to the date of the applicable financial restatement.

Determination of Equity-Based Award Grant Dates

The Compensation Committee has discretion to determine the time and amount of any equity-based awards but has generally granted equity-based compensation (i) shortly after a new executive’s start date; and (ii) once per year under the stock incentive plan. For discretionary equity-based awards to NEOs other than the Chief Executive Officer, awards are recommended by the Chief Executive Officer to the Compensation Committee for its consideration and approval. The Compensation Committee endeavors to avoid granting equity-based awards in advance of the release of news that might affect the price of our Common Stock.

Structure of Compensation and Compensation Elements

Long-Term Incentive

Element

Base Salary

Annual Incentive Plan

Time-Based Restricted Stock Units

Performance-Based Restricted Stock Units

Other Compensation

Description

Ongoing cash compensation

Annual cash bonus payable with target amounts split between individual and company performance. Ranges between 0% and 200% of target

Awards vest in three annual tranches

Awards are earned over a three-year period and range between 0% and 150% of the target amount. If not employed on the date that vesting is determined, generally no right to payment

Minimal perquisites

Travel privileges in line with industry norms

Competitive severance and change-in-control benefits

Purpose

Attract and retain talent.

Designed to be market competitive and provide a stable level of income

Motivate achievement of short-term individual and Company objectives

Provide an element of compensation to enhance retention and align compensation with stockholder interests

Motivate long-term focus on financial results, enhance retention, and align compensation with stockholder interests

Attract and retain talent through industry-competitive perquisites and benefits

Who Receives

All officers, including NEOs

When Granted and Paid

Reviewed annually in Q1 and paid throughout year

Reviewed annually in Q1 and paid in Q1 of the following year

Award established in Q1 and paid ratably in Q1 of each of three following years

Award established in Q1 and paid to the extent earned in Q1 after a three-year performance period

Reviewed regularly; flight benefits paid throughout year with severance and change in control benefits paid in the event of certain terminations of employment

How Delivered

Cash

Cash and/or Equity

Various

Performance/Vesting Measurement Period

Not applicable

One year (with some financial metric targets established separately for the first half and second half of 2021)

Three annual tranches

Three-year measurement period

Performance Measured

Individual performance aligned with business strategy

Scorecard with elements addressing financial and operational performance as well as an individual performance element

Total shareholder return

The Compensation Committee exercises its judgment to allocate total compensation among the foregoing elements in order to provide the appropriate mix of long-term/short-term and cash/non-cash compensation. Factors the Compensation Committee considers in making this determination include overall market competitiveness; the motivational value our executives place on the various forms of compensation; the tax, economic and financial impact associated with providing such compensation; and whether providing such compensation will help us achieve our long-term corporate objectives. In addition to the compensation vehicles shown in the table above, for 2021, to maintain compliance with CARES Act limits the Compensation Committee also granted a portion of Mr. Panagiotoulias’s long-term incentive compensation in the form of a cash award.

Annual Base Salary

Base salaries for our NEOs generally are designed to be competitive in the marketplace for executives of comparable talent and experience, are based on each named executive officer’s responsibilities and are subject to adjustment based upon individual and Company performance. The base salary of each named executive officer for 2020 and 2021 is listed below. As discussed above, because of the limitations imposed by the CARES Act, no changes in base salary were made for any NEOs for 2021.


Named Executive Officer	2020 Base Salary	2021 Base Salary
Peter R. Ingram, President and Chief Executive Officer	$675,000	$675,000
Jonathan D. Snook, Executive Vice President and Chief Operating Officer	$520,000	$520,000
Shannon L. Okinaka, Executive Vice President, Chief Financial Officer and Treasurer	$475,000	$475,000
Aaron J. Alter, Executive Vice President, Chief Legal Officer and Corporate Secretary	$440,000	$440,000
Theodoros Panagiotoulias, Senior Vice President, Global Sales and Alliances	$345,000	$345,000

Short-Term Incentive Compensation

Short-term incentive compensation is based on an annual performance incentive plan. 2021 annual performance incentives were designed based on our 2016 Management Incentive Plan (the “2016 Incentive Plan”), which was approved by stockholders at our 2016 annual meeting of stockholders. The Compensation Committee makes the following decisions regarding short-term incentive compensation:

•Which executives participate in the 2016 Incentive Plan (after considering the recommendations of the Chief Executive Officer);

•The length of the annual performance periods;

•The performance goals;

•For each measure, a minimum, target, and maximum performance level;

•The incentive compensation payable to any participant at each level of performance and form of payment for that incentive compensation; and

•All other determinations and actions appropriate for proper administration and operation of the 2016 Incentive Plan.

2021 Annual Incentive Compensation

The Compensation Committee, Chief Executive Officer, Chief Financial Officer and Senior Vice President-Human Resources, with advice from Pay Governance, collaborated in determining the financial and non-financial performance criteria to be used for the Company’s annual incentive compensation plan. In 2021, the achievement of financial and non-financial corporate performance goals was weighted 30% for corporate financial performance goals and 70% for corporate non-financial performance goals. Attainment of corporate and individual performance goals at 100% of the target level would cause payment of the NEOs’ bonuses at the target level, and payments would be adjusted for achievement above or below the target levels under the plan.

In 2021, Mr. Ingram’s individual performance was weighted at 20% and corporate performance was weighted at 80%, while the remainder of our NEOs had their individual performance weighted at 25% and corporate performance weighted at 75%. The maximum any of our NEOs could potentially earn was 200% of his or her target incentive.

The corporate performance portion of our annual incentive was funded from 0% to 100% based on the Company’s Adjusted EBITDAR versus budget. Adjusted EBITDAR is the Company’s earnings before interest, taxes, depreciation, amortization and rent and can be calculated by adding the Company’s interest expense, depreciation and amortization expense and aircraft rent expense to its adjusted income before income taxes, each as reported in the financial statements in the Company’s 2021 Annual Report on Form 10-K, filed on February 10, 2022, and excluding any payments to be made under the 2021 incentive payment plans.

As the Company was focused on recovery from the COVID-19 pandemic, the financial goals were based on cash flow before financing as compared to budget and cost per available seat mile, excluding fuel and special items versus budget.

The performance goals and the 2021 targets established by the Compensation Committee are described in the tables below, including the relative weight given each category.

Corporate Financial Performance Goals

Category

Measure

Result Required for 100% Achievement

Category Weight

Category Result

Cash flow before financing

Absolute v. approved budget

Targeted level

20%

165%

Cost per Available Seat Mile, excluding fuel and special items (CASM)

Absolute v. approved budget

Targeted level

10%

200%

Cash flow before financing is defined as the sum of net cash inflow and net cash outflow, as reported in the financial statements in the Company's Annual Report on Form 10-K filed on February 10, 2022, but excluding the impact of tax refunds. Cost per available seat mile, excluding fuel and special items, can be calculated by subtracting aircraft fuel, government grant recognition and special items from operating expenses, each as reported in the financial statements in the Company's 2021 Annual Report on Form 10-K, filed on February 10, 2022, and dividing by available seat miles.

The corporate non-financial performance goals and the 2021 targets established by the Compensation Committee are described in the table below.

Corporate Non-Financial Performance Goals


Category	Measure	Target	Category Weight	Category Result
Customer Satisfaction	Net promoter score	52.0-54.9	20%	200%
Employee Engagement (Advocacy)	Net promoter score	10-24	20%	50%
On-Time Arrivals	Published comparative ranking with other carriers	5-7	15%	100%
Handling (Baggage Irregularity Reports, DOT Survey)	Published comparative ranking with other carriers	4-6	15%	200%

The weighted average result of the metrics described above was 148% and the Company’s Adjusted EBITDAR level was at the 97.5% funding level, resulting in the Company portion of the annual incentive compensation plan being earned at 144%.

The Compensation Committee evaluated the individual performance of our Chief Executive Officer based on its review of Mr. Ingram’s performance relative to the Company’s strategic objectives and the Company’s overall performance. The Chief Executive Officer established the criteria upon which to evaluate the individual performance of each of the other NEOs. Individual objectives for each of the NEOs other than the Chief Executive Officer reflect each named executive officer’s departmental and corporate responsibilities. Ms. Okinaka’s individual performance objectives were related to the Company’s financial performance. Mr. Snook’s individual performance objectives were related to the Company’s operational performance. Mr. Alter’s individual performance objectives were related to the Company’s law department, government affairs and corporate real estate operations. Mr. Panagiotoulias’ individual performance objectives were related to the Company’s global sales.

Regarding individual performance, Mr. Ingram evaluated each other named executive officer’s performance during 2021 and recommended overall individual performance scores to the Compensation Committee for approval based on his assessment of each named executive officer’s performance relative to his or her individual objectives. The score for Mr. Ingram was based on the Compensation Committee’s assessment of Mr. Ingram’s overall performance, considering the Company’s performance relative to its peers.

Based on his or her individual performance scores and the Company’s performance relative to the financial and non-financial corporate performance goals, each named executive officer’s preliminary annual incentive was calculated as shown in the table below, but the limitations of the CARES Act required the Compensation Committee to use its discretion to adjust the calculated result in the amounts shown in the reduction column below. In 2022, the Compensation Committee considered the reduction amounts in combination with its analysis of other targeted compensation levels for inclusion in a cash award that would be earned only with continued service through April 1, 2023.


Named Executive Officer	Calculated Results	CARES Act Reduction	Net Amount Earned
Peter R. Ingram, President and Chief Executive Officer	$1,095,120	$(665,000)	$430,120
Jonathan D. Snook, Executive Vice President and Chief Operating Officer	691,600	(200,000)	491,600
Shannon L. Okinaka, Executive Vice President, Chief Financial Officer and Treasurer	496,078	(215,000)	281,078
Aaron J. Alter, Executive Vice President, Chief Legal Officer and Corporate Secretary	438,900	(75,000)	363,900
Theodoros Panagiotoulias, Senior Vice President, Global Sales and Alliances	275,310	(65,000)	210,310

Long-Term Incentive Compensation

The Compensation Committee believes that using equity-based awards promotes our long-term interests and aligns the potential economic benefit to our executives from those awards with the interests of our stockholders. Equity-based awards are granted by the Compensation Committee to our NEOs after considering the recommendations of our Chief Executive Officer (except regarding his own awards).

2021 Long-Term Incentive Compensation

As is customary, the Compensation Committee made long-term incentive grants to all executives in February 2021, which constituted a combination of time-based and performance-based restricted stock units (“RSUs”). The time-based RSUs generally vest based on continued service in three annual tranches. The performance-based RSUs vest in 2024 based on continued service and the company’s total shareholder return (“TSR”) versus peers during the three-year period ending December 31, 2023. The performance-based RSUs can vest from 0% to 150% of the target award opportunity. These RSUs are subject to double-trigger accelerated vesting if termination of employment occurs in connection with a change in control of the Company in certain circumstances as described below under the heading “Retirement and Post-Employment Benefits.”

In February 2021, the Compensation Committee, following consultation with Pay Governance, granted RSUs to Messrs. Ingram, Snook, Alter and Panagiotoulias and Ms. Okinaka as part of the Company’s annual equity grant practice. The awards granted were:


Named Executive Officer	Time-Based RSUs	Performance-Based RSUs
Peter R. Ingram, President and Chief Executive Officer	49,505	44,138
Jonathan D. Snook, Executive Vice President and Chief Operating Officer	25,404	22,650
Shannon L. Okinaka, Executive Vice President, Chief Financial Officer and Treasurer	19,541	17,423
Aaron J. Alter, Executive Vice President, Chief Legal Officer and Corporate Secretary	16,285	14,519
Theodoros Panagiotoulias, Senior Vice President, Global Sales and Alliances	4,690	4,181

Additionally, to maintain compliance with CARES Act limits, the Compensation Committee granted Mr. Panagiotoulias a portion of his long-term incentive grant in the form of a cash award of $140,000, scheduled to vest in two equal installments based on continued service through each of April 1, 2023 and April 1, 2024.

The performance-based RSUs for these NEOs become eligible to vest at the first regularly scheduled Compensation Committee meeting in 2024 assuming continued employment through such date. The performance-based RSUs can be earned up to 150% of target based the Company’s annualized TSR for the performance period. For purposes of the calculation, TSR is defined as the ending share price plus cumulative dividends paid, minus the beginning share price, divided by the beginning share price. The beginning share price is $17.70, the Company’s volume-weighted average price for the fourth fiscal quarter of 2020 and the ending share price will be the volume-weighted average price for the fourth fiscal quarter of 2023. The quotient of that calculation will then be annualized over the 3-year performance period with the result compared to the following table and the percent vested result linearly interpolated between levels.


Annualized TSR (Price)						Percent of Target Number Vested
-10.0% and under ($12.90)						0.0%
0.0% ($17.70)						50.0%
10.0% ($23.56)						100.0%
20.0% ($30.58) and over						150.0%

Perquisites and Other Personal Benefits

Our executives are entitled to the general benefits available to all employees (including our health and welfare benefit plans). Additionally, our NEOs are eligible for certain additional benefits the Compensation Committee believes are reasonable and consistent with market norms. These include an executive long-term disability plan, travel privileges on non-chartered flights, and limited reimbursement of certain taxes imposed on the value of these flight benefits. See the footnotes to the Summary Compensation Table below for additional details.

Retirement and Post-Employment Benefits

The Compensation Committee believes that severance and change in control benefits provide a valuable retention tool for its NEOs. Accordingly, we offer limited arrangements that provide certain post-employment benefits to properly plan for and alleviate concerns that may arise in the event of a separation from service, and enable our executive officers to remain focused on their Company duties while employed by us. These benefits include company contributions under our retirement savings plan, severance and change-in-control agreements, and post-retirement travel benefits. Note that the discussion of these benefits is based on the intended structure of the program but the actual amounts to be delivered could be limited by the limitations discussed above under the heading "CARES Act Limitations."

Double-Trigger Vesting Acceleration

The Company offers change in control benefits in order to provide each NEO with an incentive to remain with the Company through a potential period of uncertainty in connection with a change-in-control transaction. Equity awards granted to our NEOs will accelerate vesting only if termination of employment occurs in certain circumstances following a change in control, or a “double-trigger,” and do not provide for “single-trigger” change-in-control vesting.

Severance Benefits for Named Executive Officers

In December 2016, the Compensation Committee approved severance and change in control agreements with each of our NEOs (each, a “Severance Agreement” and collectively, the “Severance Agreements”). Each Severance Agreement has a three-year term from its effective date and renews automatically for additional one-year terms unless either party provides the other party with written notice of nonrenewal at least 60 days prior to automatic renewal. When he assumed the role of CEO in 2018, Mr. Ingram’s severance benefits were enhanced as described below.

Under the Severance Agreements, if, within the period beginning three months prior to and ending 18 months following a change in control, a named executive officer’s employment with the Company is terminated by the Company for a reason other than cause, death, or disability, or the executive terminates his or her employment with the Company for good reason, then, subject to the effectiveness of a release of claims in a form acceptable to the Company, such executive officer will receive these benefits:

(i) A lump sum payment equal to 24 months of his or her base salary (36 months for Mr. Ingram);

(ii) A lump sum payment equal to 200% of his or her target annual bonus (300% for Mr. Ingram);

(iii) A pro-rated annual bonus for the year of termination equal to the annual bonus that the executive would have received based on corporate achievement against goals with any portion based on individual performance determined at the target level;

(iv) In lieu of subsidized COBRA or other benefits, and payable whether or not the executive elects COBRA coverage, continued payments of $3,000 per month for 24 months; and

(v) 100% of all outstanding equity awards granted to the executive will immediately vest. If an outstanding equity award is based on performance criteria, then the equity award will vest as to 100% of the equity award assuming the performance criteria have been achieved at target levels for the performance period(s), unless otherwise provided in the agreement relating to such performance-based equity award.

Under the Severance Agreements, if the executive officer’s employment is terminated by the Company for a reason other than cause, death, or disability or the executive terminates his or her employment for good reason and such termination does not occur within the period beginning three months prior to and ending 18 months following a change in control, then, subject to the effectiveness of a release of claims in a form acceptable to the Company, such executive officer will receive these benefits:

(i) A lump sum payment equal to 12 months of his or her base salary;

(ii) A pro-rated annual bonus for the year of termination determined as described above; and

(iii) In lieu of subsidized COBRA or other benefits, and payable whether or not the executive elects COBRA coverage, continued payments of $3,000 per month for 12 months.

The benefits payable to each named executive upon termination or a change in control under their agreements as if the event occurred on December 31, 2021 are reported under the heading “Potential Payments Upon Termination or Change in Control,” below.

Stock Ownership Guidelines; Policies Against Hedging the Risk of Stock Ownership

In February 2011, the Company adopted stock ownership guidelines to further align the interests of the Company’s executive officers and non-employee directors with the interests of the Company’s stockholders. Each executive officer is expected to accumulate and hold a number of shares of the Company’s Common Stock with a value equal to or greater than the lesser of (i) a specified multiple of his or her annual base salary, and (ii) the number of shares determined by dividing the dollar amount of that specified multiple by the closing sales price of the Company’s Common Stock on February 7, 2011 for individuals who were executive officers on such date (or the closing price on the first day they became executive officers if they were not executive officers on that date), and to maintain at least this amount throughout his or her tenure as an executive officer. The base salary multiples are:


Executive Officer Category						Base Salary Multiple
Chief Executive Officer						3 times base salary
Executive Vice Presidents						2 times base salary
Senior Vice Presidents						1 times base salary

These guidelines also apply to any newly hired executive officers.

Our non-employee directors are expected to accumulate and hold a number of shares of the Company’s Common Stock with a value equal to or greater than the lesser of (i) three times his or her annual retainer for service on the Board of Directors (excluding additional retainers associated with committee or chairman service, if any) and (ii) the number of shares determined by dividing the dollar amount determined in (i) by the closing sales price of the Company’s Common Stock on February 7, 2011 for individuals who were non-employee directors on such date (or the closing price on the first day they became non-employee directors if they were not non-employee directors on that date), and to maintain this minimum amount throughout his or her tenure on the Board of Directors. Similar guidelines apply to any newly elected non-employee directors.

The stock ownership guidelines are expected to be achieved within five years from the date service commences for new executive officers and non-employee directors. Until the guidelines are achieved, our executive officers and non-employee directors must retain at least 50% of the net after-tax shares received from the delivery of full-value awards. Each of our NEOs is in compliance with the stock ownership guidelines.

Our insider trading policy prohibits our directors, officers and other employees from engaging in short sales and transactions in publicly-traded options, such as puts and calls, and other derivative securities of the Company’s stock, including hedging their ownership of Company securities or similar transactions designed to decrease the risks associated with holding Company securities as well as pledging our shares as security for a loan. Stock options, stock appreciation rights and other securities issued pursuant to our benefit plans or other compensatory arrangements with us are not subject to this prohibition. Our insider trading policy also prohibits pledging our shares as security for a loan.

Risk Assessment

The Compensation Committee regularly evaluates the potential risks inherent in the Company’s executive and non-executive compensation programs. Most recently, in February 2022, the Compensation Committee evaluated the Company’s executive and non-executive compensation programs, in discussions with management, Pay Governance and Wilson Sonsini and concluded that:

•Incentive plans are well-aligned with compensation design principles that generally follow best practices;

•Compensation plans and policies are evaluated at least annually and monitored by an independent compensation committee with the authority to amend or terminate such plans or policies at any time;

•The Compensation Committee avails itself of independent advisors, who report directly to the Compensation Committee to assist in the oversight function;

•Management incentives (cash and equity) have capped potential award opportunities for all participants and plan performance measures emphasize financial and operation metrics to create a balanced approach to paying incentives;

•The Company's equity incentive plans are carefully managed as to participation, allocation of individual awards, and equity expenditure rates;

•Equity awards have multi-year vesting periods with performance vesting criteria on one-half the new equity awards;

•Severance plans are closely managed and do not provide excessive benefits;

•Stock ownership and retention guidelines exist to encourage management and non-employee director ownership in the Company and alignment of their interests with those of stockholders; and

•A clawback provision exists with respect to the Company’s management incentive plans if certain financial statement restatements occur.

Based on this analysis, the Compensation Committee determined that the Company’s compensation policies and programs were not likely to create risks that would have a material adverse effect on the Company.

2021 Say on Pay Advisory Vote; Frequency of Say on Pay Advisory Vote

On May 19, 2021, we held a stockholder advisory vote to approve the compensation of our NEOs, commonly referred to as a “Say on Pay” vote. Our stockholders approved the compensation of our NEOs, with approximately 94.6% of stockholder votes cast “for” our 2020 “Say on Pay” resolution. After considering this result, following our annual review of our executive compensation philosophy, the Compensation Committee retained our overall approach to executive compensation.

Tax and Accounting Treatment

Section 162(m)

Under Section 162(m) of the Internal Revenue Code of 1986, as amended and related regulations of the Internal Revenue Service, the Company generally receives a federal income tax deduction for compensation paid to our chief executive officer and our other NEOs only with respect to amounts up to $1 million during any year. Favorable tax treatment of the elements of our compensation program is a relevant consideration in their design. However, the Company and the Compensation Committee have placed a higher priority on structuring flexible compensation programs to promote the recruitment retention and performance of key executives than on maximizing tax deductibility.

Accounting Treatment

The Company accounts for stock-based compensation under the requirements of ASC 718. The Company also considers ASC 718 and other generally accepted accounting principles in determining changes to policies and practices for its stock-based compensation programs.

Compensation Committee Report

The Compensation Committee has reviewed and discussed this Compensation Discussion and Analysis, which appears in this Proxy Statement, with the Company’s management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that this Compensation Discussion and Analysis be included in this Proxy Statement.



The Compensation Committee Crystal K. Rose, Chairperson Donald J. Carty Michael E. McNamara Richard N. Zwern
			April 7, 2022

Summary Compensation Table

The following Summary Compensation Table sets forth certain information regarding compensation paid during the fiscal years ended December 31, 2021, 2020, and 2019, as applicable, to (1) the Chief Executive Officer, (2) the Chief Financial Officer, and (3) the three most highly compensated executive officers, for fiscal year 2021, other than the individuals serving as our Chief Executive Officer and Chief Financial Officer.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) (1)	Non-Equity Incentive Plan Compensation ($) (2)	All Other Compensation ($)	Total ($)
Peter R. Ingram	2021	675,000	—	1,944,900	430,120	41,633(3)	3,091,653
President and Chief	2020	497,500	—	2,432,940	—	48,888	2,979,328
Executive Officer	2019	643,750	—	1,752,358	726,150	73,895	3,196,153

Jonathan D. Snook	2021	520,000	—	998,048	491,600	41,215(4)	2,050,863
Executive Vice President and	2020	422,333	—	1,243,600	—	40,129	1,706,062
Chief Operating Officer	2019	508,750	—	1,029,025	480,133	42,657	2,060,565

Shannon L. Okinaka	2021	475,000	—	767,717	281,078	41,348(5)	1,565,143
Executive Vice President,	2020	410,781	—	1,016,969	—	46,250	1,474,000
Chief Financial Officer	2019	458,750	—	721,146	324,709	69,266	1,573,871
and Treasurer

Aaron J. Alter	2021	440,000	—	639,777	363,900	41,909(6)	1,485,586
Executive Vice President,	2020	376,125	—	891,072	—	52,886	1,320,083
Chief Legal Officer and	2019	434,375	—	668,115	307,456	81,124	1,491,070
Corporate Secretary

Theodoros Panagiotoulias	2021	345,000	—	184,244	210,310	141,727(7)	881,281
Senior Vice President	2020	323,012	—	459,094	—	28,907	811,013
Global Sales and Alliances	2019	352,083	—	309,549	200,358	36,896	898,886

(1) Represents the grant date fair value of service and performance-based RSU awards, as calculated in accordance with FASB ASC 718, and reflects the aggregate grant date fair value of the 2021 performance-based RSUs granted based on their probable outcome. If the performance-based awards were earned at maximum, the grant date fair value would be as described in the “Maximum Grant Date Fair Value” table below.


Named Executive Officer			Maximum Grant Date Fair Value
Ingram			2,419,825
Snook			1,241,762
Okinaka			955,199
Alter			796,013
Panagiotoulias			229,242

(2) The dollar amount was earned in the year in which it is reported in the table, but it was paid in the following year.

(3) This amount includes (i) the Company’s contributions to Mr. Ingram’s 401(k) savings account, (ii) paid insurance premiums, (iii) reimbursement of taxes related to flight benefits in the amount of $645, and (iv) the aggregate incremental cost to the Company of such flight benefits.

(4) This amount includes (i) the Company’s contributions to Mr. Snook’s 401(k) savings account, (ii) paid insurance premiums, (iii) reimbursement of taxes related to flight benefits in the amount of $227, and (iv) the aggregate incremental cost to the Company of such flight benefits.

(5) This amount includes (i) the Company’s contributions to Ms. Okinaka’s 401(k) savings account, (ii) paid insurance premiums, , (iii) reimbursement of taxes related to flight benefits in the amount of $596, and (iv) the aggregate incremental cost to the Company of such flight benefits.

(6) This amount includes (i) the Company’s contributions to Mr. Alter’s 401(k) savings account, (ii) paid insurance premiums, (iii) reimbursement of taxes related to flight benefits in the amount of $728, and (iv) the aggregate incremental cost to the Company of such flight benefits.

(7) This amount includes (i) the Company’s contributions to Mr. Panagiotoulias’ defined contribution plan retirement allowance account, (ii) contributions for Mr. Panagiotoulias’ housing allowance, and (iii) paid insurance premiums.

Grants of Plan-Based Awards

The following table shows information regarding grants of awards that we made during the fiscal year ended December 31, 2021 to each of the executive officers named in the Summary Compensation Table.


Name	Grant Date	Estimated Future Payouts under Non-Equity Incentive Plan Awards (1)		Estimated Future Payouts under Equity Incentive Plan Awards			All Other Stock Awards; Number of Shares of Stock or Units	Grant Date Fair Value of Stock Awards (2)
		Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	(#)	($)
Peter R. Ingram	2/2/2021 (3)	—	—	—	49,505	49,505	—	995,051
	2/2/2021 (4)	—	—	—	44,138	66,207	—	949,850
		810,000	1,620,000	—	—	—	—	—
Jonathan D. Snook	2/2/2021 (3)	—	—	—	25,404	25,404	—	510,620
	2/2/2021 (4)	—	—	—	22,650	33,975	—	487,428
		520,000	1,040,000	—	—	—	—	—
Shannon L. Okinaka	2/2/2021 (3)	—	—	—	19,541	19,541	—	392,774
	2/2/2021 (4)	—	—	—	17,423	26,135	—	374,943
		356,250	712,500	—	—	—	—	—
Aaron J. Alter	2/2/2021 (3)	—	—	—	16,285	16,285	—	327,329
	2/2/2021 (4)	—	—	—	14,519	21,779	—	312,449
		330,000	660,000	—	—	—	—	—
Theodoros Panagiotoulias	2/2/2021 (3)	—	—	—	4,690	4,690	—	94,269
	2/2/2021 (4)	—	—	—	4,181	6,272	—	89,975
		207,000	414,000	—	—	—	—	—

(1) This column reports the target bonus that each named executive officer was eligible to earn in 2021 pursuant to the Company’s 2016 Management Incentive Plan.

(2) This column reports the fair value of each RSU grant calculated in accordance with ASC 718.

(3) As described in the “Compensation Discussion and Analysis” section above, each named executive officer was granted service-based RSUs on February 2, 2021 that typically vest at the rate of one third per year beginning on the first anniversary of the date of grant.

(4) As described in the “Compensation Discussion and Analysis” section above, each named executive officer was granted RSUs on February 2, 2021 that are subject to performance and market-based vesting and can be earned, subject to satisfying the performance metric, from 0% to 150% of the target number of shares. These RSUs vest subject to the performance of the Company’s TSR.

Outstanding Equity Awards at Fiscal Year-End

The following table shows grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2021, including both awards subject to performance conditions and service-based awards, to each of the executive officers named in the Summary Compensation Table.


	Stock Awards
Name	Award Grant Date	Number of Shares or Units of Stock that Have Not Vested	Market Value of Shares or Units of Stock that Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unvested Unearned Shares, Units or Other Rights that Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)
Peter R. Ingram	2/5/2019 (1)	9,127	167,663	27,381	502,989
	2/4/2020 (1)	23,004	422,583	34,507	633,894
	12/9/2020 (1)	—	—	21,448	394,000
	2/2/2021 (1)	49,505	909,407	44,138	810,815

Jonathan D. Snook	2/5/2019 (2)	5,255	96,534	15,765	289,603
	2/4/2020 (2)	11,215	206,020	16,822	309,020
	12/9/2020 (2)	—	—	13,405	246,250
	2/2/2021 (2)	25,404	466,671	22,650	416,081

Shannon L. Okinaka	2/5/2019 (3)	3,595	66,040	10,786	198,139
	2/4/2020 (3)	8,627	158,478	12,940	237,708
	12/9/2020 (3)	—	—	13,405	246,250
	2/2/2021 (3)	19,541	358,968	17,423	320,061

Aaron J. Alter	2/5/2019 (4)	3,319	60,970	9,957	182,910
	2/4/2020 (4)	7,189	132,062	10,784	198,102
	12/9/2020 (4)	—	—	13,405	246,250
	2/2/2021 (4)	16,285	299,155	14,519	266,714

Theodoros Panagiotoulias	2/5/2019 (5)	1,549	28,455	4,646	85,347
	2/4/2020 (5)	3,451	63,395	5,176	95,083
	12/9/2020 (5)	—	—	8,043	147,750
	2/2/2021 (5)	4,690	86,155	4,181	76,805

(1) Mr. Ingram’s stock awards vest as follows: (i) with respect to the grants of RSUs on February 5, 2019, 29,061 shares vest in three annual installments beginning on February 5, 2020 and 27,381 shares are subject to performance and market-based vesting, (ii) with respect to the grants of RSUs on February 4, 2020, 34,507 shares are subject to performance-based vesting, (iii) with respect to the grants of RSUs on December 9, 2020, 21,448 shares are subject to performance and market-based vesting and (iv) with respect to the grants of RSUs on February 2, 2021, 44,138 shares are subject to performance based vesting, in each case subject to Mr. Ingram’s continued employment. The amount shown for the performance‑based RSUs granted on February 5, 2019 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 200% of the shares at the target vesting level. The amount shown for the performance-based RSUs granted on February 4, 2020 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 250% of the shares at the target vesting level. The amount shown for the performance based RSUs granted on February 2, 2021 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 150% of the shares at the target vesting level. Mr. Ingram’s stock awards vest in full upon a double‑trigger (certain terminations of employment following a change of control).

(2) Mr. Snook’s stock awards vest as follows: (i) with respect to the grants of RSUs on February 5, 2019, 17,395 shares vest in three annual installments beginning on February 5, 2020 and 15,765 shares are subject to performance and market-based vesting, (ii) with respect to the grants of RSUs on February 4, 2020, 16,822 shares are subject to performance and market-based vesting, (iii) with respect to the grants of RSUs on December 9, 2020, 13,405 shares are subject to performance-based vesting and (iv) with respect to the grants of RSUs on February 2, 2021, 22,650 shares are subject to performance based vesting, in each case subject to Mr. Snook’s continued employment. The amount shown for the performance‑based RSUs granted on February 5, 2019 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 200% of the shares at the target vesting level. The amount shown for the performance-based RSUs granted on February 4, 2020 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 250% of the shares at the target vesting level. The amount shown for the performance based RSUs granted on February 2, 2021 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 150% of the shares at the target vesting level. Mr. Snook’s stock awards vest in full upon a double‑trigger (certain terminations of employment following a change of control).

(3) Ms. Okinaka’s stock awards vest as follows: (i) with respect to the grants of RSUs on February 5, 2019, 12,466 shares vest in three annual installments beginning on February 5, 2020 and 10,786 shares are subject to performance and market-based vesting, (ii) with respect to the grants of RSUs on February 4, 2020, 12,940 shares are subject to performance and market-based vesting, (iii) with respect to the grants of RSUs on December 9, 2020, 13,405 shares are subject to performance-based vesting and (iv) with respect to the grants of RSUs on February 2, 2021, 17,423 shares are subject to performance based vesting, in each case subject to Ms. Okinaka’s continued employment. The amount shown for the performance‑based RSUs granted on February 5, 2019 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 200% of the shares at the target vesting level. The amount shown for the performance-based RSUs granted on February 4, 2020 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 250% of the shares at the target vesting level. The amount shown for the performance based RSUs granted on February 2, 2021 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 150% of the shares at the target vesting level. Ms. Okinaka’s stock awards vest in full upon a double trigger (certain terminations of employment following a change of control).

(4) Mr. Alter’s stock awards vest as follows: (i) with respect to the grants of RSUs on February 5, 2019, 11,587 shares vest in three annual installments beginning on February 5, 2020 and 9,957 shares are subject to performance and market-based vesting, (ii) with respect to the grants of RSUs on February 4, 2020, 10,784 shares are subject to performance and market-based vesting, (iii) with respect to the grants of RSUs on December 9, 2020, 13,405 shares are subject to performance-based vesting and (iv) with respect to the grants of RSUs on February 2, 2021, 14,519 shares are subject to performance based vesting, in each case subject to Mr. Alter’s continued employment. The amount shown for the performance‑based RSUs granted on February 5, 2019 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 200% of the shares at the target vesting level. The amount shown for the performance-based RSUs granted on February 4, 2020 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 250% of the shares at the target vesting level. The amount shown for the performance based RSUs granted on February 2, 2021 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 150% of the shares at the target vesting level. Mr. Alter’s stock awards vest in full upon a double trigger (certain terminations of employment following a change of control).

(5) Mr. Panagiotoulias’ stock awards vest as follows: (i) with respect to the grants of RSUs on February 5, 2019, 5,334 shares vest in three annual installments beginning on February 5, 2020 and 4,646 shares are subject to performance and market-based vesting, (ii) with respect to the grants of RSUs on February 4, 2020, 5,176 shares are subject to performance and market-based vesting, (iii) with respect to the grants of RSUs on December 9, 2020, 8,043 shares are subject to performance-based vesting and (iv) with respect to the grants of RSUs on February 2, 2021, 4,181 shares are subject to performance based vesting, in each case subject to Mr. Panagiotoulias’ continued employment. The amount shown for the performance‑based RSUs granted on February 5, 2019 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 200% of the shares at the target vesting level. The amount shown for the performance-based RSUs granted on February 4, 2020 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 250% of the shares at the target vesting level. The amount shown for the performance based RSUs granted on February 2, 2021 is the target vesting level, and it can be earned, subject to satisfying the performance metric, from 0% to 150% of the shares at the target vesting level. Mr. Panagiotoulias’ stock awards vest in full upon a double‑trigger (certain terminations of employment following a change of control).

Options Exercised and Stock Vested

The following table shows the stock awards vested during 2021, as applicable, to each of the executive officers named in the Summary Compensation Table.


	Stock Awards
	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (1)
Peter R. Ingram	67,724	1,676,463
Jonathan D. Snook	42,259	1,059,546
Shannon L. Okinaka	10,500	210,247
Aaron J. Alter	9,418	188,525
Theodoros Panagiotoulias	4,397	88,032

(1) The value realized on vesting is calculated by multiplying the number of shares vested by the closing price of our Common Stock on the date of vesting. No options were granted to, or are currently held by, any of our NEOs. None of our NEOs exercised stock options in 2021.

Potential Payments Upon Termination or Change in Control

We have entered into a severance and change in control agreement with each of our NEOs. The details of the Severance Agreements are provided more fully in the Compensation Discussion and Analysis section above. Each officer’s receipt of any severance payments below is subject to his or her execution and non-revocation of a general release and waiver of claims against the Company. The amount of compensation payable to each such executive in each situation is listed in the tables below and is calculated assuming that the applicable event (termination for the reasons specified below or a change in control) occurred on December 31, 2021. Limitations imposed by the CARES Act could reduce the amount that is permitted to be paid.

Mr. Ingram


	Termination
Benefits and Payments	Without Cause or for Good Reason (1)		Disability		Without Cause or by Executive for Good Reason during the Change of Control Period (2)
Lump Sum Payment	$	675,000	$	—	$	2,025,000
Performance/Incentive Bonus	810,000		—		2,430,000
Continued Health Benefits	36,000		—		72,000
Stock Awards (3)	—		—		3,841,351
Insurance Proceeds (4)	—		1,232,000		—
Total	$	1,521,000	$	1,232,000	$	8,368,351

Mr. Snook


	Termination
Benefits and Payments	Without Cause or for Good Reason (1)		Disability		Without Cause or by Executive for Good Reason during the Change of Control Period (2)
Lump Sum Payment	$	520,000	$	—	$	1,040,000
Performance/Incentive Bonus	520,000		—		1,040,000
Continued Health Benefits	36,000		—		72,000
Stock Awards (3)	—		—		2,030,179
Insurance Proceeds (4)	—		1,276,000		—
Total	$	1,076,000	$	1,276,000	$	4,182,179

Ms. Okinaka


	Termination
Benefits and Payments	Without Cause or for Good Reason (1)		Disability		Without Cause or by Executive for Good Reason during the Change of Control Period (2)
Lump Sum Payment	$	475,000	$	—	$	950,000
Performance/Incentive Bonus	356,250		—		712,500
Continued Health Benefits	36,000		—		72,000
Stock Awards (3)	—		—		1,585,643
Insurance Proceeds (4)	—		2,354,000		—
Total	$	867,250	$	2,354,000	$	3,320,143

Mr. Alter


	Termination
Benefits and Payments	Without Cause or for Good Reason (1)		Disability		Without Cause or by Executive for Good Reason during the Change of Control Period (2)
Lump Sum Payment	$	440,000	$	—	$	880,000
Performance/Incentive Bonus	330,000		—		660,000
Continued Health Benefits	36,000		—		72,000
Stock Awards (3)	—		—		1,386,163
Insurance Proceeds (4)	—		396,000		—
Total	$	806,000	$	396,000	$	2,998,163

Mr. Panagiotoulias


	Termination
Benefits and Payments	Without Cause or for Good Reason (1)		Disability		Without Cause or by Executive for Good Reason during the Change of Control Period (2)
Lump Sum Payment	$	345,000	$	—	$	690,000
Performance/Incentive Bonus	207,000		—		414,000
Continued Health Benefits	36,000		—		72,000
Stock Awards (3)	—		—		772,990
Insurance Proceeds (4)	—		1,749,000		—
Total	$	588,000	$	1,749,000	$	1,948,990

(1) Under the Severance Agreements, “Cause” means (i) repeated neglect by the executive of the executive’s employment duties or the executive’s repeated material lack of diligence and attention in performing his or her employment duties, (ii) the executive’s fraudulent conduct in connection with the business affairs of the Company, regardless of whether said conduct is designed to defraud the Company or others, (iii) the executive’s conduct of a criminal nature that may have an adverse impact on the Company’s reputation in the community or other conduct at any time or place which is detrimental to the Company’s reputation and/or goodwill among its customers and/or the community, or (iv) the executive’s repeated failure to follow applicable corporate compliance rules, practices, procedures and ethical guidelines of the Company.

Under the Severance Agreements, “Good Reason” means (i) a material reduction by the Company in the executive’s annual total target cash compensation (other than pursuant to a reduction applying generally to employees of the same corporate rank), (ii) the executive’s relocation to principal offices that are either not located in Oahu, Hawai‘i or not within 40 miles of Honolulu, Hawai‘i, or (iii) solely during the Change of Control Period, a material reduction in the executive’s job, duties or responsibilities.

(2) Under the Severance Agreements, “Change of Control Period” means the period beginning on the date three months prior to the first change of control to occur following the effective date of the applicable Severance Agreement and ending on the date eighteen months following such change of control.

(3) The dollar values in the table are calculated by multiplying the closing sales price of the Company’s Common Stock on December 31, 2021 ($18.37) by the number of shares of Common Stock underlying all RSUs held by the executive at December 31, 2021. Includes the long-term incentive cash award of $140,000 scheduled to vest in two equal installments based on continued service through each of April 1, 2023 and April 1, 2024.

(4) Each U.S.-based executive is entitled to participate in the Company’s executive long-term disability plan, pursuant to which, if the executive’s employment were terminated as a result of the executive’s disability on December 31, 2021, the executive would be entitled to a supplemental disability benefit of $11,000 per month until the executive reaches age 65, as described in the Compensation Discussion and Analysis section above.

CEO Pay Ratio

Under SEC rules, we are required to provide information regarding the relationship between the total annual compensation of Mr. Ingram, our President and Chief Executive Officer, and the total annual compensation of our median employee (other than Mr. Ingram). For our last completed fiscal year, which ended December 31, 2021:

•The median of the total annual compensation of all employees (other than Mr. Ingram) of ours was $69,381.

•Mr. Ingram’s total annual compensation, as reported in the Summary Compensation Table included in this Proxy Statement, was $3,091,653.

•Based on the above, for fiscal 2021, the ratio of Mr. Ingram’s total annual compensation to the median of the total annual compensation of all other employees was 44.6.

This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Act of 1933, as amended and based upon our reasonable judgment and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, and other companies may use assumptions and methodologies that are different from those used by us in calculating their pay ratio. Accordingly, the pay ratio disclosed by other companies may not be comparable to our pay ratio as disclosed above.

The methodology we used to calculate the pay ratio is described below.

•We determined the median of the total annual compensation of our U.S. employees as of December 31, 2021. In accordance with the permitted methodology for determining the “median employee,” we excluded from our calculations all of our non-U.S. employees (who total less than 5% of our employee population).

•We then compared the sum of (i) the total compensation earned by each of these employees for fiscal 2021 as reported to the IRS in Box 1 of Form W-2 to determine the median employee. We did not annualize the compensation of any employees. We determined that this was a reasonable compensation measure to use to determine the median employee because we believed it unlikely that any employee around the median would have significant compensation that was not included in Box 1.

•Once we identified our median employee, we determined the median employee’s total annual compensation in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, yielding the median total annual compensation disclosed above. With respect to Mr. Ingram’s total annual compensation, we used the amount reported in the “Total” column of our 2021 Summary Compensation Table shown above.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, our Compensation Committee was comprised of Ms. Rose, Mr. Carty, Mr. McNamara and Mr. Zwern. No member of the Compensation Committee has at any time been an employee of ours. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the beneficial ownership, both direct and indirect, reported to us as of March 21, 2022 (except as otherwise noted in the footnotes) of our Common Stock, including shares as to which a right to acquire ownership within 60 days of such date exists (for example, through the ability to exercise stock options). The information is presented for beneficial owners of more than 5% of our Common Stock, and for our directors, our NEOs and for the group comprised of all of our directors and executive officers. We know of no persons other than those identified below who owned beneficially more than 5% of the outstanding shares of our Common Stock as of March 21, 2022. The table is based on 51,327,070 shares of Common Stock outstanding as of March 21, 2022.

Name and Address of Beneficial Owner

Number of Shares
of Common Stock
Beneficially Owned

Percent of Common Stock Beneficially Owned

BlackRock, Inc.

8,183,544 (1)

16.0

55 East 52nd Street

New York, NY 10055

The Vanguard Group

5,334,886 (2)

10.4

100 Vanguard Boulevard

Malvern, PA 19355

U.S. Global Jets ETF

5,393,799 (3)

10.5

615 East Michigan Street

Milwaukee, Wisconsin 53202

State Street Corporation

2,659,666 (4)

5.2

1 Lincoln Street

Boston, MA 02111

Peter R. Ingram**

300,900 (5)

Lawrence S. Hershfield**

363,173 (6)

Donald J. Carty**

17,701 (7)

Earl E. Fry**

23,864 (8)

C. Jayne Hrdlicka**

11,158 (9)

Randall L. Jenson**

66,455 (10)

Michael E. McNamara**

11,158 (11)

Crystal K. Rose**

38,710 (12)

Mark D. Schneider**

1,226 (13)

William S. Swelbar**

25,461 (14)

Duane E. Woerth**

29,498 (15)

Richard N. Zwern**

53,855 (16)

Aaron J. Alter**

28,357 (17)

Shannon L. Okinaka**

71,695 (18)

Jonathan D. Snook**

65,372 (19)

Theodoros Panagiotoulias**

39,575 (20)

Directors and executive officers as a group (16 persons)

1,148,158 (21)

2.2

* Less than 1%.

** Address is c/o Hawaiian Holdings, Inc., 3375 Koapaka Street, Suite G-350, Honolulu, HI 96819.

(1) Based solely on information reported by BlackRock, Inc. on Schedule 13G/A filed with the SEC on January 28, 2022, BlackRock, Inc. has sole voting power with respect to 8,060,649 of the shares and sole dispositive power with respect to all of the shares.

(2) Based solely on information reported by The Vanguard Group on Schedule 13G/A filed with the SEC on February 10, 2022, The Vanguard Group has sole voting power with respect to none of the shares, shared voting power with respect to 46,639 of the shares, sole dispositive power with respect to 5,261,413 of the shares and shared dispositive power with respect to 73,473 of the shares.

(3) Based solely on information reported by U.S. Global Jets ETF on Schedule 13G filed with the SEC on February 8, 2022, U.S. Global Jets ETF has sole voting and sole dispositive power with respect to all of the shares.

(4) Based solely on information reported by State Street Corporation on Schedule 13G filed with the SEC on February 11, 2022, State Street Corporation has shared voting power with respect to 2,600,984 of the shares and shared dispositive power with respect to all of the shares.

(5) Represents 300,900 shares of Common Stock owned directly by Mr. Ingram.

(6) Represents (i) 358,741 shares of Common Stock owned directly by Mr. Hershfield and (ii) 4,432 shares of Common Stock underlying RSUs that will be distributed within 60 days of March 21, 2022.

(7) Represents (i) 13,269 shares of Common Stock owned directly by Mr. Carty and (ii) 4,432 shares of Common Stock underlying RSUs that will be distributed within 60 days of March 21, 2022.

(8) Represents (i) 19,432 shares of Common Stock owned directly by Mr. Fry and (ii) 4,432 shares of Common Stock underlying RSUs that will be distributed within 60 days of March 21, 2022.

(9) Represents (i) 6,726 shares of Common Stock owned directly by Ms. Hrdlicka and (ii) 4,432 shares of Common Stock underlying RSUs that will be distributed within 60 days of March 21, 2022.

(10) Represents (i) 62,023 shares of Common Stock owned directly by Mr. Jenson, (ii) 4,432 shares of Common Stock underlying RSUs that will be distributed within 60 days of March 21, 2022.

(11) Represents (i) 6,726 shares of Common Stock owned directly by Mr. McNamara and (ii) 4,432 shares of Common Stock underlying RSUs that will be distributed within 60 days of March 21, 2022.

(12) Represents (i) 34,278 shares of Common Stock owned directly by Ms. Rose and (ii) 4,432 shares of Common Stock underlying RSUs that will be distributed within 60 days of March 21, 2022.

(13) Represents 1,226 shares of Common Stock underlying RSUs that will be distributed within 60 days of March 21, 2022.

(14) Represents (i) 21,029 shares of Common Stock owned directly by Mr. Swelbar and (ii) 4,432 shares of Common Stock underlying RSUs that will be distributed within 60 days of March 21, 2022.

(15) Represents (i) 25,066 shares of Common Stock owned directly by Mr. Woerth and (ii) 4,432 shares of Common Stock underlying RSUs that will be distributed within 60 days of March 21, 2022.

(16) Represents (i) 49,423 shares of Common Stock owned directly by Mr. Zwern and (ii) 4,432 shares of Common Stock underlying RSUs that will be distributed within 60 days of March 21, 2022.

(17) Represents 28,357 shares of Common Stock owned directly by Mr. Alter.

(18) Represents 71,695 shares of Common Stock owned directly by Ms. Okinaka.

(19) Represents 65,372 shares of Common Stock owned directly by Mr. Snook.

(20) Represents 39,575 shares of Common Stock owned directly by Mr. Panagiotoulias.

(21) Represents (i) 1,102,612 shares of Common Stock beneficially owned by all of our directors and executive officers and (ii) 45,546 shares of Common Stock underlying RSUs that will be distributed within 60 days of March 21, 2022.

Special Preferred Stock

The IAM, the AFA and the ALPA hold one share of Series B Special Preferred Stock, Series C Special Preferred Stock and Series D Special Preferred Stock, respectively, which entitle each Union to nominate one director. Each series of the Special Preferred Stock, unless otherwise specified: (1) ranks senior to the Common Stock and ranks pari passu with each other such series of Special Preferred Stock with respect to the liquidation, dissolution and winding up of the Company and will be entitled to receive $0.01 per share before any payments are made, or assets distributed to holders of any stock ranking junior to the Special Preferred Stock; (2) has no dividend rights unless a dividend is declared and paid on the Common Stock, in which case the Special Preferred Stock would be entitled to receive a dividend in an amount per share equal to two times the dividend per share paid on the Common Stock; (3) is entitled to one vote per share of such series and votes with the Common Stock as a single class on all matters submitted to holders of the Common Stock; and (4) automatically converts into the Common Stock on a 1:1 basis at such time as such shares are transferred or such holders are no longer entitled to nominate a representative to our Board of Directors pursuant to their respective collective bargaining agreements. Each of the three shares of Special Preferred Stock outstanding constitutes 33.3% of the outstanding shares of all Special Preferred Stock.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides the specified information as of December 31, 2021, with respect to compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance, aggregated by all compensation plans previously approved by our security holders, and by all compensation plans not previously approved by our security holders:


Plan Category	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted‑average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column)
Equity compensation plans approved by security holders	904,657(1)	$	14.56	4,107,253
Equity compensation plans not approved by security holders	—	—		—
Total	904,657	$	14.56	4,107,253

(1) Includes 1,666 shares subject to outstanding options and 902,991 shares subject to RSUs.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Review and Approval of Related Party Transactions

We review all relationships and transactions in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in any such transactions. Our legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from our directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. In addition, the Governance and Nominating Committee monitors and reviews any issues regarding the “independence” of directors or involving potential conflicts of interest, and evaluates any change of status or circumstance with respect to a director and determines the propriety of the director’s continued service in light of that change.

Related Party Transactions

During 2021, neither the Company nor any of our directors, executive officers or their immediate family members engaged in any related party transactions.

REPORT OF THE AUDIT AND FINANCE COMMITTEE

The Board of Directors has the ultimate authority for effective corporate governance, including oversight of the Company’s management. The Audit and Finance Committee’s purpose is to assist the Board of Directors in fulfilling its responsibilities by overseeing our accounting and financial reporting processes, the audits of our consolidated financial statements and internal control over financial reporting, the qualifications and performance of the independent registered public accounting firm engaged as our independent auditor, and the performance of our internal auditors.

The Audit and Finance Committee relies on the expertise and knowledge of management, the internal auditors and the independent auditor in carrying out its oversight responsibilities. Management is responsible for the preparation, presentation, and integrity of our consolidated financial statements, accounting and financial reporting principles, internal control over financial reporting, and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Management is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of our system of internal control. Our independent registered public accounting firm, Ernst & Young LLP (“Ernst & Young”), is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States and expressing an opinion on the effectiveness of our internal control over financial reporting.

The Audit and Finance Committee has reviewed our audited financial statements for the fiscal year ended December 31, 2021 and discussed such statements with management. The Audit and Finance Committee has discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.

The Audit and Finance Committee received from Ernst & Young the written disclosures and the letter required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit and Finance Committee, and discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the PCAOB.

Based on the review and discussions noted above, the Audit and Finance Committee recommended to the Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2021, and be filed with the SEC. The Audit and Finance Committee also appointed Ernst & Young to serve as our independent registered public accounting firm for the year 2022.

This report of the Audit and Finance Committee shall not be deemed to be soliciting material or incorporated by reference by any general statement incorporating by reference the proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Company specifically requests that this information be treated as soliciting material or specifically incorporates this information by reference, nor shall it be deemed filed under such Acts.

The Audit and Finance Committee

Earl E. Fry, Chairperson

Donald J. Carty

Randall L. Jenson

April 7, 2022

PROPOSAL NO. 2: RATIFICATION OF ERNST & YOUNG AS THE
COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022

The Audit and Finance Committee of our Board of Directors has selected Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2022, and has further directed that management submit the appointment of independent auditors for ratification by the stockholders at the Annual Meeting. Our financial statements for the 2021 fiscal year were audited and reported upon by Ernst & Young.

Representatives of Ernst & Young will be present at the Annual Meeting and will be available to respond to appropriate questions from stockholders and make a statement should they so desire.

Ratification of the appointment of Ernst & Young as our independent registered public accounting firm is not required pursuant to our Amended and Restated By-laws, our other governing documents or applicable law. However, the Board of Directors is submitting the appointment of Ernst & Young to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the appointment, the Audit and Finance Committee of the Board of Directors will reconsider whether or not to retain that firm. Even if the appointment is ratified, the Audit and Finance Committee of the Board of Directors in its discretion may direct the appointment of different independent auditors at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

The affirmative vote of the holders of a majority of the shares present in person or represented by proxy and entitled to vote during the Annual Meeting will be required to ratify the appointment of Ernst & Young. Abstentions will be counted toward the tabulation of votes cast on this proposal and will have the same effect as negative votes. Broker non-votes are counted towards a quorum but are not counted for any purpose in determining whether this matter has been approved.

The amounts set forth below include all fees paid to Ernst & Young for services provided to us during 2021 and 2020.

Audit Fees

Fees for audit services rendered by Ernst & Young to us totaled $1.9 million in 2021 and $2.3 million in 2020. Audit fees consist primarily of fees for the audits of our consolidated financial statements and the financial statements of Hawaiian, the audit of our internal control over financial reporting, the review of the interim condensed consolidated financial statements included in our quarterly reports, attestation services required by statute or regulation, consents, assistance with and review of documents filed with the SEC, work performed by tax professionals in connection with the audits and quarterly reviews, and accounting and financial reporting consultations and research work necessary to comply with generally accepted accounting principles. All of the foregoing services rendered by Ernst & Young were pre-approved by the Audit and Finance Committee.

Audit-Related Fees

There were no audit-related services fees in 2021 or 2020.

Tax Fees

Fees for tax services rendered by Ernst & Young to us totaled $0.1 million in 2021 and $0.1 million in 2020. Tax fees consist primarily of fees for tax compliance services, exclusive of tax services rendered in connection with the audits. All of the foregoing services rendered by Ernst & Young were pre-approved by the Audit and Finance Committee.

Other Fees

Fees for other services rendered by Ernst & Young to us totaled $6,475 in 2021 and $4,000 in 2020. Other Fees consisted of publication and online subscription services. Ernst & Young did not provide any professional services during fiscal 2021 other than those described under the captions “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

Audit and Finance Committee Pre-Approval Policies

The policy of the Audit and Finance Committee is to pre-approve the audit, audit‑related, tax and non-audit services to be performed during the year on an annual basis, in accordance with a schedule of such services approved by the Audit and Finance Committee. The annual audit services engagement terms and fees will be subject to the specific pre-approval of the Audit and Finance Committee. Audit‑related services and tax services to be provided by the auditors will be subject to general pre-approval by the Audit and Finance Committee. The Audit and Finance Committee may grant specific case-by-case approval for permissible non-audit services. The Audit and Finance Committee will establish pre-approval fee levels or budgeted amounts for all services to be provided on an annual basis. Any proposed services exceeding those levels or amounts will require specific pre-approval by the Audit and Finance Committee. The Audit and Finance Committee has delegated pre-approval authority to the chairperson of the Audit and Finance Committee, who will report any such pre-approval decisions to the Audit and Finance Committee at its next scheduled meeting.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ITS FISCAL YEAR ENDING DECEMBER 31, 2022.

PROPOSAL NO. 3: NON-BINDING VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our stockholders to vote to approve, on an advisory and non-binding basis, the compensation of our NEOs as disclosed in accordance with the SEC’s rules in the “Executive Compensation” section of this Proxy Statement. This proposal, commonly known as a “Say on Pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation as a whole. This vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all of our NEOs and the philosophy, policies and practices described in this Proxy Statement.

The “Say on Pay” vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. The “Say on Pay” vote will, however, provide information to us regarding investor sentiment about our executive compensation philosophy, policies and practices, which the Compensation Committee will be able to consider when determining executive compensation for the remainder of the current fiscal year and beyond. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we may communicate directly with stockholders to better understand the concerns that influenced the vote, but in all events we will consider our stockholders’ concerns and will share them with the Compensation Committee which will evaluate whether any actions are necessary to address those concerns.

See the “Executive Compensation” section for more information regarding our 2021 executive compensation program. Our Compensation Committee, assisted by its independent compensation consultant, Pay Governance LLC, stays informed of developing executive compensation best practices and strives to implement them.

We believe that the information provided within the “Executive Compensation” section of this Proxy Statement demonstrates that our executive compensation program was designed appropriately and is working to ensure management’s interests are aligned with our stockholders’ interests to support long-term value creation.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC. THE AFFIRMATIVE VOTE OF THE HOLDERS OF A MAJORITY OF THE SHARES PRESENT AND ENTITLED TO VOTE IS NECESSARY FOR APPROVAL.

OTHER MATTERS

We know of no other matters to come before the Annual Meeting other than those stated in the Notice of the Annual Meeting. We have not received any stockholder proposals prior to the deadline for their submission to be considered for inclusion in the proxy statement. However, if any other matters are properly presented to the stockholders for action, it is the intention of the proxyholders named in the enclosed proxy to vote in their discretion on all matters on which the shares represented by such proxy are entitled to vote.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers, as well as persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of our Common Stock and other equity securities. Such persons are also required to provide us with copies of all such reports filed with the SEC, or written representations from such persons stating that they were not required to file these forms. Based solely upon the information supplied to us by these persons, we are required to report any known failure to file these reports within the specified period. Based on our review of forms we received, or written representations from reporting persons stating that they were not required to file these forms, we believe that during our fiscal year ended December 31, 2021, all Section 16(a) filing requirements were satisfied on a timely basis, with the exceptions noted below:

•Due to an administrative error, a late Form 4 report was filed for Peter Ingram on March 24, 2021 reporting an award of restricted stock units (“RSUs”) representing a contingent right to receive 40,617 shares of Common Stock. The RSUs were originally granted on November 15, 2017, but were not eligible to vest unless the Company achieved certain performance milestones (the “Performance Milestones”). The Compensation Committee certified that the applicable Performance Milestones were achieved on March 7, 2021.

•Due to an administrative error, a late Form 4 report was filed for Jonathan Snook on March 24, 2021 reporting an award of RSUs representing a contingent right to receive 27,078 shares of Common Stock. The RSUs were originally granted on November 15, 2017, but were not eligible to vest unless the Company achieved certain performance milestones (the “Performance Milestones”). The Compensation Committee certified that the applicable Performance Milestones were achieved on March 7, 2021.

STOCKHOLDER PROPOSALS

Stockholders who, in accordance with SEC Rule 14a-8, wish to present proposals for inclusion in the proxy materials to be distributed in connection with next year’s annual meeting proxy statement must submit their proposals so that they are received at our principal executive offices no later than December 8, 2022. As the rules of the SEC make clear, simply submitting a proposal does not guarantee that it will be included.

In order to be properly brought before the 2023 annual meeting of stockholders, a stockholder’s notice of a matter the stockholder wishes to present (other than a matter brought pursuant to SEC Rule 14a-8), or the person or persons the stockholder wishes to nominate as a director, must be delivered to the Corporate Secretary of the Company at our principal executive offices not later than the close of business on the 45th day nor earlier than the close of business on the 75th day prior to the first anniversary of the date on which the Company first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the previous year’s annual meeting. As a result, any notice given by a stockholder pursuant to these provisions of our Amended and Restated By-laws (and not pursuant to SEC Rule 14a-8) must be received no later than the close of business on February 21, 2023, and no earlier than the close of business on January 22, 2023, unless our annual meeting date occurs more than 30 days before or more than 60 days after May 18, 2023. In that case, we must receive proposals not earlier than the close of business on the 120th day prior to the date of the annual meeting and not later than the close of business on the later of the 90th day prior to the date of the annual meeting or the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Company.

To be in proper form, a stockholder’s notice must include the specified information concerning the proposal or nominee as described in our Amended and Restated By-laws. A stockholder who wishes to submit a proposal or nomination is encouraged to seek independent counsel about our Amended and Restated By-laws and SEC requirements. We will not

consider any proposal or nomination that does not meet the Amended and Restated By-laws and SEC requirements for submitting a proposal or nomination.

AVAILABILITY OF PROXY STATEMENT AND ANNUAL REPORT

Pursuant to SEC rules, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. Copies of this Proxy Statement and our 2021 Annual Report to Stockholders, which includes financial statements for the year ended December 31, 2021, as well as other information about our activities, are available at https://materials.proxyvote.com/419879. The 2021 Annual Report to Stockholders is not incorporated into this Proxy Statement and is not to be considered a part of these proxy soliciting materials.

A COPY OF THIS PROXY STATEMENT AND THE FORM 10-K ANNUAL REPORT (WITHOUT EXHIBITS) FOR THE YEAR ENDED DECEMBER 31, 2021, WHICH WE HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, IS AVAILABLE TO ANY STOCKHOLDER UPON WRITTEN REQUEST, WITHOUT CHARGE. THE REQUEST SHOULD BE DIRECTED TO HAWAIIAN HOLDINGS, INC., ATTENTION: CORPORATE SECRETARY, 3375 KOAPAKA STREET, SUITE G-350, HONOLULU, HI 96819.

SEC Form DEF 14A filed by Hawaiian Holdings Inc.