Bloomberg: “US Airlines’ $50 Million Lawyer Pay Shows Industry’s Legal Needs”

Top lawyers for big US airlines earned almost $50 million combined last year, showing the heavily-regulated carriers value legal help inside their companies.

United Airlines Holdings Inc. led the way, giving president Brett Hart almost $15 million in total compensation, according to a proxy statement. United paid Hart $6.4 million in stock awards and $8.4 million in cash, including a base salary of almost $869,000 and a prorated portion of a $4 million retention award.

Delta Air Lines Inc.‘s chief legal officer Peter Carter, who took on the additional role of executive vice president of external affairs, earned more than $13.1 million, its proxy filing shows. Delta paid him $7.3 million in cash—including a $4.2 million bonus and $617,000 base salary—and $5.6 million in stock awards.

The packages show the importance of lawyers in an industry that finds itself in legal entanglements with regulators, unions and consumers. Major carriers this month sued the US Transportation Department over a fee-disclosure rule, and in January, passengers sued Alaska Air Group Inc. over the midair blowout of a door plug on a Boeing Co. 737 Max 9.

“Airline chief legal officers have earned their keep with traffic back, aircraft and engines grounded, and labor shortages,” said Clyde & Co partner and former Federal Aviation Administration chief counsel Kenneth Quinn. “Airlines around the globe are also facing new rules, legislation, enforcement and litigation.”

Carriers were in a strong position to afford big pay packages in 2023, though stock grants they gave their lead lawyers will vest in later years. Global airlines set a record for revenue in 2023 as air travel returned to pre-pandemic levels and the cost of flying soared.

Pandemic Cuts

Many of the legal chiefs took pandemic pay cuts to help their employers endure travel bans and lockdown orders. Delta said Carter’s compensation reflected a “one-time enhancement” designed to reward him for his leadership during the pandemic and to entice him to stick around.

“Airlines need to keep compensation competitive to keep top talent, as experienced GCs are worth it and can go elsewhere,” Quinn said. Most airline legal chiefs are helping their carriers with antitrust, consumer protection, and sustainability issues, he said.

American Airlines Group Inc. paid more than $10.2 million to vice chair and chief strategy officer Stephen Johnson, the carrier’s proxy filing disclosed. Johnson, a longtime attorney for American, earned more than $6 million in stock awards last year and nearly $4.1 million in cash, including $826,000 in base salary.

American paid legal chief Priya Aiyar $7.8 million in total compensation. While United’s Hart, Delta’s Carter, and American’s Johnson advise their companies on certain legal matters, Aiyar has oversight for the day-to-day legal team and work.

American hired Aiyar—a former partner at Willkie Farr & Gallagher and one-time clerk for retired former US Supreme Court Justice Stephen Breyer—as its general counsel in 2019 and promoted her in 2022. Aiyar’s pay package last year was $3.1 million in stock awards and $4.6 million in cash, including roughly $693,000 in base salary and an almost $1.2 million retention bonus. Aiyar had not previously been listed among American’s highest-paid executives on proxies.

United said Hart’s job is not “primarily attorney-related.” Reporting to him is chief legal officer Robert Rivkin, who was hired in 2019. The former general counsel for the US Department of Transportation during the Obama administration, former deputy general counsel at Delta, and former deputy mayor of Chicago wasn’t among United’s seven highest-paid executives in 2023.

United executive vice president of finance Gerald Laderman, a lawyer who started his career at Hughes Hubbard & Reed, earned nearly $6.1 million.

Remuneration Runway

Listed below are other aviation industry law department leaders and their 2023 pay packages as disclosed in proxy statements. Total compensation figures can include stock grants that vest in later years. Cash pay, noted parenthetically, includes base salary, bonuses, and non-equity incentive plan compensation.

FedEx Corp. – Mark Allen; $5.4 million ($2.6 million)

JetBlue Airways Corp. – Brandon Nelson; $4.9 million ($2.3 million)

Southwest Airlines Co. – Mark Shaw; $4.2 million ($2.1 million)

Alaska Air Group Inc. – Kyle Levine; $3.7 million ($969,400)

Frontier Group Holdings Inc. – Howard Diamond; $3.4 million ($1.9 million)

Hawaiian Holdings Inc. – Aaron Alter; $1.7 million ($782,200)

Air Transport Services Group Inc. – W. Joseph Payne; $1.6 million ($596,500)

Mesa Air Group Inc. – Brian Gillman; $639,800 ($589,900)

Sun Country Airlines Holdings Inc. – E. Rose Neal; $631,500 ($442,200)