A pending proxy battle over the makeup of the United Continental Holdings board of directors is the latest in a long string of distractions for the airline.
Last week, two hedge funds, Altimeter Capital Management and PAR Capital Management, which together own 7.1% of United’s shares, said they will put up six candidates for board seats when the carrier holds its annual meeting later this year.
Their announcement came just one day after the United board, in an apparent effort to head off the leadership challenge, said it added three new members. Significantly, the challenge from the hedge funds also came as United CEO Oscar Munoz prepared to return to the job full-time this week, ending a five-month leave to recover from a heart attack.
Seth Kaplan, an analyst who is managing partner of Airline Weekly, said the latest turmoil was not likely to impact United customers, but it does reinforce widespread negative impressions of what was already the most frequently criticized legacy U.S. carrier.
“This is more of a perception issue,” Kaplan said of the proxy fight. “It just doesn’t necessarily feel like United is that much closer to figuring things out.”
Leading the investor uprising are Brad Gerstner and Paul Reeder, the respective CEOs of Altimeter and PAR. But they have company. Joining them in the battle is Gordon Bethune, the CEO of Continental from 1994 to 2004, who tops the six-person slate of directors the hedge funds plan to put forward.
In their statement last week, Gerstner and Reeder gave few specifics on the steps they want to see taken by the United board and management. But they didn’t hold back on their criticism of the carrier’s direction.
“Following careful consideration, we have firmly concluded that meaningful change to United’s existing board of directors is urgently required in order to reverse long-standing poor board governance and the resulting many years of substantial and inexcusable company underperformance relative to United’s competitors,” they wrote. “In our view, given United’s valuable and industry-leading strategic asset base, this long-term underperformance directly results from an underqualified, ineffective, complacent and entrenched board.”
The statement sparked a quick retort from United’s nonexecutive chairman, Henry Meyer III, who accused Altimeter and PAR of beginning the proxy fight without concern for how it could distract from plans being implemented by Munoz, who had held his post for only six weeks prior to his heart attack.
“We are deeply disappointed that after United attempted to engage in a constructive, good-faith dialogue with PAR and Altimeter, repeatedly communicated our willingness to make meaningful changes in our board, publicly announced our intention to name four new independent directors with deep relevant experience and named three of them yesterday, PAR and Altimeter have unilaterally taken this hostile action,” Meyer said.
Kaplan said that in light of the role that Bethune is playing in the PAR and Altimeter proxy battle, the timing of their complaints about the United board is curious. Munoz took over as the carrier’s chief executive from Jeff Smisek, who worked alongside Bethune at Continental, then ran United from the time of two airlines’ merger in 2010 until September.
During those years, United’s operational performance, especially related to cancellations and timeliness, dipped below competitors Delta and American. But during the fall, United performed better than American on timeliness, and January was United’s best since the merger in terms of on-schedule arrivals.
“Everything that happened at United until several months ago happened under someone of whom Gordon Bethune was very supportive,” Kaplan said.
Airline analyst Bob Mann said the proxy battle could impact consumers.
“It would be a shame [for passenger and airline managers, if not perhaps for certain investors] if Wall Street effectively ran airlines,” he wrote in an email.
If that were to happen at United, Mann said he would expect more capital to be returned to investors and less to be invested in product and personnel. He said he would also expect more oligopolistic and anti-competitive behavior.
To reinforce that last point, Mann supplied end-of-2015 Securities and Exchange Commission filings compiled by Edgar Pro. They showed that United made up 7% of PAR’s portfolio. But the fund’s largest investment, comprising 14% of its portfolio, was Delta. PAR also owned 3.65% of Alaska Air Group and less than 1% of Southwest.
Meanwhile, United stock was Altimeter’s largest investment, comprising more than 37% of the fund’s portfolio. But Altimeter counted Alaskan as its fourth-largest holding and also held more than 1.1 million shares, or 0.2%, of American Airlines Group.
“I would be surprised if this didn’t come to the attention of [the Department of Justice],” Mann wrote. “Who knows how they might respond?”
United has yet to schedule its 2016 shareholders meeting. Last year, the carrier held it in June.