CORPORATE COUNSEL OF THE YEAR Keith Loveless: Outstanding Corporate Counsel (Medium size legal team)

BUSINESS JOURNAL PHOTO | Dan Schlatter

Keith Loveless Vice President of Legal & Corporate Affairs and Corporate Secretary

Keith Loveless began his career at 25 years ago as a corporate lawyer. In 1999, he was appointed vice president of legal and corporate affairs, general counsel and corporate secretary.

During his time with Alaska Airlines and Industries, the parent company, Loveless has helped negotiate labor and employment agreements for Alaska Airlines employees represented by a total six bargaining groups, hammer out benefits plans, navigate securities regulation and compliance and governance issues, and finance and acquire new airplanes. He has also advises the board of directors, oversees the companies ethics programs, accounting audits and safety and operational audits, and supervises litigation.

“What I tell my kids I do every day is, I help run a company, and that’s how I feel about it and it’s a lot of fun,” Loveless said.

Alaska CEO Bill Ayer calls Loveless “a trusted business partner.”

“In addition to his high ethical standards, he brings a seasoned and balanced perspective to senior management and board deliberations that appropriately takes into consideration the long‐term success of the company as well as the legal risks,” Ayer said. “He is known for providing sound, practical advice, and his counsel is sought out by colleagues and coworkers.”

Ayer also said that the Chicago native, who grew up in small towns in cotton farming and industrial northern region of Alabama, is highly unusual among corporate counsel.

“It is rare to find a general counsel who is welcomed by other management into deliberations and truly seen as adding value to the decision‐making process as opposed to erecting barriers to moving the business forward,” Ayer said.

Loveless’s job hasn’t been easy.

Three months after Loveless became top counsel, Alaska faced a major disaster with the crash of Flight 261.

In the aftermath of the fatal crash, he advised the board of directors as they created the first‐ever board‐level safety committee among the airlines. He helped spearhead the creation of the company’s Internal Evaluation Program — a program that applies the science of audit to areas of safety risk. And he was instrumental in the company’s settlement of claims by families affected by the 2000 crash.

The challenges Loveless and the airline faced didn’t stop there.

With the losses the airline industry experienced following 9‐11, the severe economic downturn and the sudden, crippling rise in oil prices in 2008, Alaska Air Group could have justified declaring bankruptcy, Ayer said.

“As many other airlines did, reorganizing under Chapter 11 could have given us a way to restructure debt, reduce costs and get relief from burdensome pension obligations,” Ayer said. “Keith was of the opinion that, despite the short‐term relief it would bring, taking that path would permanently damage the company’s culture, breaking trust with our long and proud history of finding a way to overcome difficult challenges — a point of pride for employees. As a result of not taking the easy way out, but rather taking the difficult steps to transform our business outside of bankruptcy, we have gained valuable experience that will serve us well for years to come.”

In addition to his business sense, colleagues say 54‐year‐old Loveless is a tireless advocate for all employees, often representing the interests of the broader employee groups in the decision‐making process. He is an advocate for Alaska’s diversity and inclusion efforts, and is the executive sponsor of the company’s Green Employee Resource Group, a cross‐divisional group of employees with a passion for the environment and whose primary focus is to educate and involve employees in finding ways to live at home and at work that are easier on the earth and its resources.

“Keith has been a key contributor to a decade‐long company transformation at Alaska Airlines that culminated in record profits and operating performance for 2010,” said Ayer.

IN HIS OWN WORDS

Career: General Counsel and Corporate Secretary, Alaska Air Group and Alaska Airlines, 1999‐present; Associate General Counsel and Corporate Secretary, Alaska Airlines, 1996‐1999; Associate General Counsel, Alaska Airlines, 1993‐1996; Senior Attorney, Alaska Airlines 1986‐1993; Attorney, Bogle & Gates, 1983‐1986.

Education: B.A., Vanderbilt University, 1979; J.D., Vanderbilt Law School, 1983

Your favorite role: As a member of the executive committee, I get to dabble in running the whole company. The airline business is pretty fascinating. So it’s a lot of fun to get to see the whole thing and maybe have a little impact. I frankly think this is where I spend the bulk of my time because I have really good people doing the rest of the work.

Biggest job challenge: I’d have to say the biggest challenge from the overall perspective is that roughly 85 percent of our employees are in organized labor groups. That is very different from most industries, where labor unions are either not a factor or are in decline. We have a pretty good working relationship and track record with our unions, better than just about any other airline. But it has lead to some unique challenges over the years.

Accomplishment during 2010 most proud of: I am most proud of the overall success of the company in 2010. We were the most profitable airline in America for the second year running with the best on‐time performance and customer satisfaction. We’ve been recognized by outsiders like Air Transport World as Airline of the year and by JD Powers as top legacy airline for three years running. But this is really the culmination of 10 years of really hard work by a lot of people, and it hasn’t always been easy. You’ve all read about some of our struggles in the PSBJ and other papers over the last 10 years as we have transformed our business without taking the easy road of bankruptcy that almost all other airlines took after 9/11. But it’s really come together and people are working together. We now have all of our employees, union and management alike, in the same gain sharing program, and we were just able to pay out more than an extra months’ salary to every one of our frontline folks.

In‐house counsel’s best survival skill: The best survival skill is being passionate and really understanding the business so you can offer practical, real world, result‐oriented advice. It’s being a business partner rather than a technical expert.

Topic of conversation that comes up most among in‐house counsel: To be candid, when I meet other airline GCs (general counsels), the topic always goes to labor, because that is such a big factor in our industry. When I meet GCs from other industries, the topic is usually Board governance because that is the one thing that is common to all public companies.

If you had to choose another career, you would be: I really struggled with this question. Because, on the best days, I can’t think of a career that would have been better for me than GC of an airline based in the Pacific Northwest. On my bad days, I suppose I think it would have been fun to be a pilot or a travel writer or an architect.

This about you contradicts the traditional image of in‐house counsel: I like to think that I’m at least a little bit creatively inclined. I try to stay up with technology and all kinds of crazy music. I’d much rather go camping than stay at a Ritz Carlton. And I have the title of token liberal at Alaska Air Group.

Favorite outside activities: I’m sure it’s a surprise that my family and I love to travel. I just got back from a two week bicycling trip in Vietnam. I also enjoy art and listening to good music of all kinds, from indy rock to alt country to classical. And I like most anything involving the outdoors — cycling, camping, hiking, fishing, and skiing.

How you define success: Success at work is adding value to the organization — having my opinion sought instead of imposed. Success at home is raising two great daughters and being married to someone I love very much for 32 years.

How you strive to inspire others: I like to think that I pick good people and then support them and largely get out of the way. I try to create an atmosphere where people feel free to try out creative ideas without fear of “being wrong.” It’s really important provide folks with development opportunities and to recognize others accomplishments.

Civic: Member of the Board of Trustees and the audit finance committee, ArtsFund; Board Member, Wildlife Recreation Coalition.

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