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:

Hawaiian Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

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

April 13, 2012

To Our Stockholders:

You are cordially invited to attend the 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of Hawaiian Holdings, Inc., which will be held at The Hilton Hawaiian Village Beach Resort and Spa, 2005 Kalia Road, Honolulu, HI 96815, on Thursday, May 24, 2012, at 10:00 AM, local time.

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 26, 2012 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 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 in person. Please review the instructions on the proxy card regarding each of these voting options. Please note that in order for your vote to be counted, you must complete and return the stockholder questionnaire described in the attached Proxy Statement under “Restriction on Foreign Ownership of Voting Stock” and included on the proxy card.

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 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of Hawaiian Holdings, Inc. (the “Company”) will be held at The Hilton Hawaiian Village Beach Resort and Spa, 2005 Kalia Road, Honolulu, HI 96815, on Thursday, May 24, 2012, at 10:00 AM, local time, to consider and act upon the following matters:

Only stockholders of record of our outstanding common stock and special preferred stock at the close of business on March 26, 2012, the record date, will be entitled to vote at the Annual Meeting. Please note that in order for your vote to be counted, you must complete and return the stockholder questionnaire described in the accompanying Proxy Statement under “Restriction on Foreign Ownership of Voting Stock” and included on the proxy card.

Your 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 rules adopted by the Securities and Exchange Commission in 2008. 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 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 in person. Please review the instructions on the proxy card 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 Secretary, by presentation of a later-dated proxy or by attending the Annual Meeting and voting in person.

By order of the Board of Directors,

Hoyt H. Zia
Secretary

Dated: April 13, 2012

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 13, 2012.

HAWAIIAN HOLDINGS, INC.
3375 Koapaka Street, Suite G-350
Honolulu, HI 96819
(808) 835-3700

 

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
To Be Held Thursday, May 24, 2012

We are furnishing this Proxy Statement in connection with the solicitation of proxies by the Board of Directors of Hawaiian Holdings, Inc., a Delaware corporation, for use at our Annual Meeting of Stockholders, which will be held at The Hilton Hawaiian Village Beach Resort and Spa, 2005 Kalia Road, Honolulu, HI 96815, on Thursday, May 24, 2012, at 10:00 AM, local time, and any and all adjournments or postponements thereof (collectively, the “Annual Meeting”). We are holding the Annual Meeting for the purposes described in the accompanying Notice of Annual Meeting. We are mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) and are making this Proxy Statement and the proxy card available to stockholders of record entitled to vote at the Annual Meeting beginning on or about April 13, 2012. As used herein, unless the context requires otherwise, the terms “Holdings,” “Company,” “we,” “our,” and “us” refer only to Hawaiian Holdings, Inc., and the term “Hawaiian” refers only to Hawaiian Airlines, Inc., Holdings’ primary operating subsidiary.

GENERAL INFORMATION

Important Notice Regarding Availability of Proxy Materials

This Proxy Statement and our Annual Report to Stockholders are available at http://bnymellon.mobular.net/bnymellon/ha.

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 certain of our stockholders over the Internet. Accordingly, we are mailing the Notice to stockholders on or about April 13, 2012. All stockholders will have the ability to access via the Internet the proxy materials, including this proxy statement and our Annual Report to Stockholders for the fiscal year ended December 31, 2011. 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. 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.

On the date of mailing of the Notice, all stockholders will have the ability to access all of our proxy materials on the Internet. These proxy materials will be available free of charge.

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: Hoyt Zia. 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 is soliciting the enclosed proxy.

We will make proxy solicitations by mail, and also 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 and 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”) at the close of business on March 26, 2012 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. On that date, there were approximately 51,064,437 shares of Common Stock and one share each of the Series B Special Preferred Stock, the Series C Special Preferred Stock and the 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 entitled to vote at the Annual Meeting 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 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, subject to our receipt of the stockholder questionnaires described below. See “Restriction on Foreign Ownership of Voting Stock.” Unless contrary instructions are indicated on the proxy, the shares will be voted FOR the election of the eight director nominees named in this Proxy Statement, FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm, and FOR the proposal to approve executive compensation by non-binding vote. Representatives of our transfer agent 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. If you abstain from voting on the proposal to ratify the appointment of Ernst & Young LLP (Proposal No. 2) or the proposal to approve executive compensation by non-binding vote (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 certain “discretionary” items, but will not be allowed to vote the shares with respect to certain “non-discretionary” items. The ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm (Proposal No. 2) is considered to be a discretionary item, 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 “non-discretionary” items. If you do not instruct your broker how to vote with respect to these items, 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 or 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).

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), 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 not registered on the Foreign Stock Record shall not be entitled to vote until so registered.

Before any stockholder (including any natural person, as well as any corporation or other entity) of the Company is permitted to vote its shares at the Annual Meeting, that stockholder must complete and return a stockholder questionnaire (included on the proxy card) to establish its citizenship. If any stockholder is determined not to be a U.S. citizen, that stockholder’s stock will be registered on the Foreign Stock Record and voted in accordance with the Certificate of Incorporation, subject to the limitations and procedures described above.

Special Preferred Stock Designees

As described in greater detail in the section below entitled “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”) (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 By-Laws, entitle each Union to nominate one director (each such director, a “Special Preferred Stock Designee”). Mr. Samson Poomaihealani is the IAM’s designee to the Board of Directors, Mr. William S. Swelbar is the AFA’s designee to the Board of Directors and Mr. Brian E. Boyer 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.

Dissenters’ Rights

Under Delaware law, you are not entitled to any dissenters’ rights with respect to the election of directors described in this Proxy Statement.

Revocability of Proxy

Giving the enclosed proxy does not preclude your right to vote in person if you so desire. You may revoke your proxy at any time prior to its exercise by notifying our Secretary in writing, by giving us a later-dated proxy, or by attending the Annual Meeting and voting in person.

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 our Board Committees, is available on the Investor Relations section of our website at http://www.hawaiianairlines.com. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K, regarding any amendment to, or waiver from, a provision of our Code of Ethics with respect to 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 the 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 by the Governance and Nominating Committee, the Board of Directors has affirmatively determined that a majority of its members and each member of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee are 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”). When Mr. Dunkerley, who succeeded Mr. Hershfield as CEO, was appointed, 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 By-Laws and corporate governance guidelines do not require that our Chairman and CEO positions be separate, the Board of Directors believes that having separate positions and 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 facilitating communication between management and the Board of Directors, and representing Board member views to management, among other things.

Meetings of the Board and Committees

The Board of Directors has established the following committees: the Audit Committee, the Compensation Committee, the Governance and Nominating Committee and the Executive Committee. Each of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee has a committee charter developed under the leadership of its committee chair. Copies of the committee charters are available on the Company’s website at http://www.hawaiianairlines.com.

The Board of Directors held six formal meetings and acted by unanimous written consent two times during the year ended December 31, 2011. Mr. Carty, who did not stand for re-election at the 2011 Annual Meeting of Stockholders, attended less than 75% of the meetings of the Board of Directors and committee meetings on which he served during the periods that he served. No other director attended less than 75% 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 meetings, recognizing that scheduling difficulties may at times arise. Members of the Board of Directors are encouraged to attend each annual meeting of stockholders in person. All of our then-current directors except for Mr. Carty attended the 2011 annual meeting of stockholders. The membership and function of each committee during the last fiscal year are described below.

Members acting on the committees of the Board of Directors during the fiscal year ended December 31, 2011 were:

Audit Committee

Compensation Committee

Governance and Nominating Committee

Executive Committee

Gregory S. Anderson

Chair

Member

L. Todd Budge

Member

Member

Donald J. Carty

Member

Member

Member

Mark B. Dunkerley

Member

Lawrence S. Hershfield

Member

Chair

Randall L. Jenson

Member

Bert T. Kobayashi, Jr.

Member

Member

Chair

Crystal K. Rose

Chair

Member

Member

Richard N. Zwern

Member

Member

Audit Committee

We have a standing Audit 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 Committee charter, the Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. Its 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; and (iii) monitor the performance of the internal auditors and the independence, qualifications and performance of the independent registered public accounting firm and pre-approve services provided by the independent registered public accounting firm. The Board of Directors has determined that Mr. Anderson and Mr. Jenson satisfy 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 Committee. The Audit Committee met nine times and did not act by unanimous written consent during the year ended December 31, 2011. The report of the Audit Committee is included on page 54 of this Proxy Statement.

Compensation Committee

The Compensation Committee has overall responsibility for evaluating and approving executive officer 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 oversees the 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 the 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 acted by unanimous written consent two times during the year ended December 31, 2011. The report of the Compensation Committee is included on page 30 of 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; and (ii) identify, select, evaluate and recommend to the Board of Directors qualified candidates for election or appointment to the Board of Directors.

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 achievement 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 attached as Exhibit 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, adequately reflects the diversity of the Company’s constituencies and the communities in which the Company conducts its business. Diversity, as well as such other factors described above, are reviewed in the context of an assessment of the perceived needs of the Board of Directors or a Board committee 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 from time to time to take into account changes in business and other trends, as well as the portfolio of skills and experience of our current and prospective Board members.

The Governance and Nominating Committee will also consider nominees recommended in good faith by stockholders. As described further herein under the section entitled “Stockholder Proposals,” stockholders should submit the candidate’s name, credentials, contact information and his or her written consent to be considered as a candidate to the 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. In 2011, we engaged a third party to assist us in identifying and evaluating potential nominees.

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 five times and did not act by unanimous written consent during the year ended December 31, 2011.

Executive Committee

The Executive Committee is empowered to act for the full 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, 2011.

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 rotated among the independent 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 Board of Directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Audit Committee constituted a Risk Oversight Committee and approved an enterprise risk management program in August 2010 to enhance the existing risk management systems and processes and to further strengthen the Board of Directors’ ability to identify, assess, and mitigate risks on a Company-wide basis.

Our Chairman meets regularly with our CEO and other senior officers to discuss strategy and risks facing the Company. Senior management attends the quarterly Board meetings and participates in strategic planning sessions with the Board of Directors to discuss strategies, key challenges, risks and opportunities for the Company. Our Board committees also assist the Board of Directors in fulfilling its oversight responsibilities in

certain areas of risk. The Audit 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 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 Board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance. The Executive Committee meets regularly to review the progress of and provide guidance to management related to decisions that have been delegated to the Executive Committee by the Board of Directors.

Compensation of Directors

As of January 1, 2010, under the Company’s policy for directors, each non-employee director receives an annual retainer of $45,000 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 1^st of each year. The Chairman of the Board of Directors receives an annual retainer of $50,000 (which has been increased to $60,000 as of June 1, 2011), the Chair of the Audit Committee receives an annual retainer of $15,000 (which has been increased to $20,000 as of June 1, 2011), the Chair of the Compensation Committee receives an annual retainer of $10,000 and the chair of the Governance and Nominating Committee receives an annual retainer of $6,000. The members of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee receive an annual retainer of $5,000 (which have been increased to $10,000, $8,000 and $5,000 for the Audit Committee, the Compensation Committee and the Governance and Nominating Committee, respectively, as of June 1, 2011).

The non-employee directors receive an annual automatic equity grant, which commenced with the 2010 annual meeting of stockholders, on the date of each annual stockholders meeting equal to that number of stock units determined by dividing $60,000 by the trailing volume weighted average price of the Company’s Common Stock over the 20 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.

Effective in January 2011, the non-employee directors were each granted lifetime positive space flight benefits, up to a maximum of $15,000 per year based upon the fair market value of a ticket in any year, upon retiring from the Board of Directors following (i) completion of a total of at least ten years of Board service or (ii) completion of a total of at least five years of Board service and having reached age 70. Messrs. Hershfield and Jenson, in light of their services and contributions to the Company, have been deemed to have satisfied all vesting requirements so that they will receive the lifetime positive space flight benefits, up to a maximum of $15,000 per year based upon the fair market value ticket value in any year, upon their retirement from the Board of Directors.

The following table shows the compensation paid or accrued during the fiscal year ended December 31, 2011 to the individuals serving on the Board of Directors in 2011:

Name(1)		Fees Earned or Paid in Cash ($)				Stock Awards ($)(2)				Option Awards ($)(3)				All Other Compensation ($)				Total ($)
Gregory S. Anderson			66,668				56,829				—				7,708	(4)			131,205
Brian E. Boyer			41,250				56,829				—				9,950	(5)			108,029
L. Todd Budge			57,667				56,829				—				17,430	(6)			131,926
Donald J. Carty(7)			36,667				13,296				—				—				49,963
Lawrence S. Hershfield			101,001				56,829				—				22,054	(8)			179,884
Randall L. Jenson			48,334				56,829				—				2,007	(9)			107,170
Bert T. Kobayashi, Jr.			63,667				56,829				—				22,661	(10)			143,157
Samson Poomaihealani			45,000				56,829				—				10,199	(11)			112,028
Crystal K. Rose			60,000				56,829				—				40,612	(12)			157,441
William S. Swelbar			45,000				56,829				—				—				101,829
Richard N. Zwern(13)			9,667				—				12,350				4,261	(14)			26,278

Supplemental Director Compensation Table—Outstanding Stock Awards

Name(1)		Aggregate Stock Award Shares Outstanding				Award Grant Date(s)				Number of Shares				ASC 718 Grant Date Fair Value ($)
Gregory S. Anderson			17,458				5/31/2011				10,258				56,829
							5/27/2009				7,200				36,864
Brian E. Boyer			10,258				5/31/2011				10,258				56,829
L. Todd Budge			17,458				5/31/2011				10,258				56,829
							5/27/2009				7,200				36,864
Donald J. Carty(7)			7,200				5/31/2011				2,400				13,296
							5/27/2009				4,800				24,576
Lawrence S. Hershfield			20,258				5/31/2011				10,258				56,829
							5/27/2009				10,000				51,200
Randall L. Jenson			17,458				5/31/2011				10,258				56,829
							5/27/2009				7,200				36,864
Bert T. Kobayashi, Jr.			17,458				5/31/2011				10,258				56,829
							5/27/2009				7,200				36,864
Samson Poomaihealani			10,258				5/31/2011				10,258				56,829
Crystal K. Rose			17,458				5/31/2011				10,258				56,829
							5/27/2009				7,200				36,864
William S. Swelbar			17,458				5/31/2011				10,258				56,829
							5/27/2009				7,200				36,864
Richard N. Zwern(13)			—				—				—				—

Supplemental Director Compensation Table—Outstanding Options

Name(1)		Aggregate Option Shares Outstanding				Award Grant Date(s)				Number of Shares				ASC 718 Grant Date Fair Value ($)
Gregory S. Anderson			9,999				5/30/2007				6,666				12,465
							5/31/2006				3,333				6,499
Brian E. Boyer			5,000				11/16/2010				5,000				20,300
L. Todd Budge			25,000				5/30/2007				10,000				18,700
							5/31/2006				15,000				29,250
Donald J. Carty(7)			5,000				4/8/2008				5,000				19,600
Lawrence S. Hershfield			150,000				5/30/2007				15,000				28,050
							5/31/2006				15,000				29,250
							12/19/2005				100,000				203,685
							8/10/2005				20,000				52,800
Randall L. Jenson			110,000				5/30/2007				10,000				18,700
							5/31/2006				10,000				19,500
							12/19/2005				75,000				152,764
							8/10/2005				15,000				39,600
Bert T. Kobayashi, Jr.			14,999				5/30/2007				6,666				12,465
							5/31/2006				3,333				6,499
							8/10/2005				5,000				13,200
Samson Poomaihealani			5,000				5/25/2010				5,000				21,350
Crystal K. Rose			25,000				5/30/2007				10,000				18,700
							5/31/2006				15,000				29,250
William S. Swelbar			15,000				5/30/2007				10,000				18,700
							11/16/2005				5,000				10,650
Richard N. Zwern(13)			5,000				8/24/2011				5,000				12,350

PROPOSAL NO. 1: ELECTION OF DIRECTORS

The Board of Directors currently consists of eleven directors, ten of whom are independent directors. The Board of Directors has affirmatively determined that Mr. Gregory S. Anderson, Mr. Brian E. Boyer, Mr. L. Todd Budge, Mr. Lawrence S. Hershfield, Mr. Randall L. Jenson, Mr. Bert T. Kobayashi, Jr., Mr. Samson Poomaihealani, Mr. Tomoyuki Moriizumi, Ms. Crystal K. Rose, Mr. William S. Swelbar and Mr. Richard N. Zwern are 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. On the recommendation of the Governance and Nominating Committee, the Board of Directors has nominated Mr. Hershfield, Mr. Dunkerley, Mr. Anderson, Mr. Jenson, Mr. Kobayashi, Mr. Moriizumi, Ms. Rose and Mr. Zwern for election to the Board of Directors at the Annual Meeting. All of the nominees except for Mr. Moriizumi 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.

Current director L. Todd Budge is not standing for re-election.

As described in greater detail in the section below entitled “Security Ownership of Certain Beneficial Owners and Management—Special Preferred Stock,” the IAM, the AFA and the ALPA 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 By-Laws, entitle each Union to nominate one director. Mr. Samson Poomaihealani is the IAM’s designee to the Board of Directors, Mr. William S. Swelbar is the AFA’s designee to the Board of Directors and Mr. Brian E. Boyer 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 Directors

Other than L. Todd Budge, who is not standing for re-election, the name, age, present principal occupation or employment and five-year employment history of each of our directors is set forth below. With the exception of Mr. Moriizumi, each of the persons listed below is a citizen of the United States. Unless otherwise noted, 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. 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.

Name		Age		Position(s)
Lawrence S. Hershfield		55		Chair of the Board of Directors
Mark B. Dunkerley		48		Director, President and Chief Executive Officer
Gregory S. Anderson		55		Director
Randall L. Jenson		43		Director
Bert T. Kobayashi, Jr.		72		Director
Tomoyuki Moriizumi		64		Director nominee
Crystal K. Rose		54		Director
Richard N. Zwern		57		Director
Special Preferred Stock Designees:
Samson Poomaihealani		69		Director (IAM Designee)
William S. Swelbar		53		Director (AFA Designee)
Brian E. Boyer		66		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. He 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. Since June 2004, he has been the Chief Executive Officer and President of RC Aviation Management, LLC (“RC Aviation Management”), the managing member of RC Aviation LLC (“RC Aviation”). He served as Chairman of the Board of Premier Entertainment Biloxi, LLC, which owns the Hard Rock Hotel and Casino in Biloxi, Mississippi, from June 2006 through September 2011 and serves as an advisor to the Board of Berkadia Commercial Mortgage Servicing Inc., the third-largest commercial mortgage servicer in the United States, owned by a joint venture of Berkshire Hathaway Inc. and Leucadia National Inc. From 2006 through 2009, Mr. Hershfield served as a Trustee of the Stanford University Business School Trust, and recently was appointed to 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 a member of the Compensation Committee and as Chair of the Executive Committee of the Board of Directors. 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.

Mark B. Dunkerley.  Mr. Dunkerley has been a member of our Board of Directors and the President and Chief Executive Officer of both Hawaiian and Holdings since June 2, 2005. He previously was President and Chief Operating Officer of Hawaiian from December 2002 and President and Chief Operating Officer of Holdings from February 2003 until he resigned the positions at Holdings following Hawaiian’s Chapter 11 filing and the appointment of the bankruptcy trustee. From August 2001 until March 2002, he was the Chief Operating Officer of the Sabena Airlines Group located in Brussels, Belgium. In October 2001, Sabena Airlines Group filed for the Belgian equivalent of bankruptcy and began its liquidation process in November 2001. In 2001, Mr. Dunkerley served as a consultant with the Roberts Roach firm, which provides strategic and economic consulting services to the aviation industry. From 1999 to 2000, Mr. Dunkerley was Chief Operating Officer, President and a member of the Board of Directors of Worldwide Flight Services, one of the largest providers of ground services to airlines, including baggage and passenger check-in handling at airports worldwide. From 1989 to 1999, Mr. Dunkerley worked for British Airways, where he held a variety of management positions including his last position as Senior Vice President for British Airways’ Latin America and Caribbean division from 1997 to 1999. Mr. Dunkerley serves on the Board of Directors of the Hawaii Visitors and Convention Bureau, Hawaii Business Roundtable, the Chamber of Commerce of Hawaii and Airlines for America (formerly Air Transport Association of America, Inc.). Mr. Dunkerley received a B.S. in Economics from the London School of Economics (1984) and a Master’s degree in Air Transportation Economics from the Cranfield Institute of Technology (1985). Mr. Dunkerley serves as a member of the Executive Committee of the Board of Directors. Mr. Dunkerley’s day-to-day leadership of the Company 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.

Gregory S. Anderson.  Mr. Anderson was originally appointed as a member of our Board of Directors in August 2002. Mr. Anderson is currently Chief Executive Officer of Legacy Senior Housing and Development Company, a developer and owner of senior residential facilities. From 2004 to 2007, Mr. Anderson had been Chief Executive Officer and President of Bank of Arizona, N.A., a commercial bank located in Phoenix, Arizona. From 1998 to 2002, he was Chief Executive Officer and President of Quality Care Solutions Inc., an Arizona corporation that is a leading provider of healthcare payer software solutions. From 1985 to 1998, Mr. Anderson was General Manager of El Dorado Investment Company, Arizona’s then largest venture capital company. Mr. Anderson serves on numerous boards of both public and private companies. Currently, Mr. Anderson is the lead outside director of Sun Healthcare Group, Inc. and serves as a director on several civic boards. From 1994 to 2009, he was a director of Bank of Arizona, N.A. Mr. Anderson has a B.S. in Finance from Arizona State University (1979) and has been certified by the Center for Executive Development at Stanford University School of Business. Mr. Anderson serves as Chair of the Audit Committee and as a member of the Governance and Nominating Committee of the Board of Directors. Mr. Anderson’s experience as the Chief Executive Officer of numerous companies gives him insight into the challenges facing our

management, his finance background and expertise allow him to provide effective leadership to our Audit Committee, and his experience as a member of a number of public and private company Boards of Directors makes him a valuable member of our Board of Directors and our Governance and Nominating Committee.

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. In July 2011 he was appointed and currently serves as President and Chief Financial Officer of Berkadia, a company engaged in the origination and servicing of commercial mortgages, that is joint venture of Berkshire Hathaway and Leucadia National Corporation. He is co-founder and currently serves as President of Ranch Capital, LLC, which was formed in 2002 to pursue investments in undervalued or distressed assets or companies. Since June 2004, he has been the Vice President and Secretary of RC Aviation Management, the managing member of RC Aviation. From May 1997 to October 2002, he served in various capacities in or at the direction of Leucadia National Corporation. From August 1999 to April 2002, Mr. Jenson served as the President and Chief Executive Officer of American Investment Bank N.A., a wholly-owned subsidiary of Leucadia National Corporation. He served as a director of the bank from August 1998 to April 2002, and from May 1997 to August 1999 he served as Senior Vice President. Mr. Jenson received a B.A. in Accounting from the University of Utah (1991), and has an M.B.A. from the Harvard University Graduate School of Business Administration (1997). Mr. Jenson serves as a member of the Audit Committee of the Board of Directors. Mr. Jenson's familiarity with our business from his prior service as our Chief Financial Officer and Treasurer, allows him to contribute to the Board of Directors a valuable perspective on the financial operations of our business.

Bert T. Kobayashi, Jr.  Mr. Kobayashi has been a member of our Board of Directors since December 2004. Mr. Kobayashi is senior partner of the law firm of Kobayashi Sugita & Goda in Honolulu, Hawaii. He currently is a director of First Hawaiian Bank (1974 to present) where he serves on the Executive Committee, BancWest Corporation (1991 to present) where he serves on the Audit Committee, Friends of Hawaii Charities, Inc. (2010 to present) where he serves on the Executive Committee, and `Ahahui Koa Anuenue (July 2002 to June 2009 and July 2010 to present), the non-profit fundraising partner of the University of Hawai’i at Manoa Athletics Department, where he serves on the Executive Committee. Mr. Kobayashi also was a member of the Board of Directors of Western Airlines (from 1976 to 1986, when it was sold to Delta Air Lines) and on the Board of Directors of Schuler Homes (from 1992 to 2001, when it merged with Western Pacific). He formerly sat as Chairman of the State of Hawaii Judicial Selection Commission. Mr. Kobayashi has a J.D. from the University of California, Hastings College of Law (1965) and a B.A. from Gettysburg College (1962). Mr. Kobayashi serves as a member of the Audit Committee and the Compensation Committee, and as Chair of the Governance and Nominating Committee of the Board of Directors. Mr. Kobayashi’s legal expertise as a senior partner at the law firm of Kobayashi Sugita & Goda, his membership on the Board of Directors of First Hawaiian Bank and the Board of Directors and Audit Committee of BancWest Corporation, and his extensive experience in the airline industry, makes him an experienced and skilled advisor to our Board of Directors, Audit Committee, Compensation Committee and Governance and Nominating Committee.

Tomoyuki Moriizumi.   Our Board of Directors, upon the unanimous recommendation of our Governance and Nominating Committee, has nominated Mr. Moriizumi for the position of director of the Company and recommends that the stockholders elect Mr. Moriizumi to serve as a member of our Board of Directors. Subject to his election by the stockholders at the Annual Meeting, the Governance and Nominating Committee has recommended that the Board of Directors appoint Mr. Moriizumi to the Governance and Nominating Committee, and consider such other Board committee assignments as it may deem appropriate in the future. Mr. Moriizumi currently serves as a director of Kadokawa Group Holdings, Inc. (2011 to present), a diversified media and entertainment conglomerate in Japan with operations in publishing, film and interactive media. From March 2011 to March 2012, Mr. Moriizumi served as an advisor to Japanese trading company Sumitomo Corporation in the media, network and lifestyle retail business unit. From 2003 through 2011, he served as President and Chief Executive Officer of Jupiter Telecommunications Co. Ltd., a cable system operator in Japan. From 2000 through 2003, Mr. Moriizumi served as President and Chief Executive Officer of Jupiter Programming Co., Ltd., a multiple television channel operator in Japan. From 1996 through 2000, he served as

Founding President of Jupiter Shop Channel Co., Ltd., a Japanese television shopping company. Prior to entering the telecommunications industry, Mr. Moriizumi served as Senior Vice President (from 1993 to 1996) and chairman (from 1995 to 1996) of Phoenixcor Inc., a provider of financial services to middle market leasing and bio/medical ventures.Mr. Moriizumi holds a B.A. in languages from Sophia University, Tokyo (1970). Mr. Moriizumi’s extensive experience as a senior executive achieving significant business growth, experience serving on various boards of directors for both public and U.S.-Japanese joint venture companies, knowledge of the Japanese media and entertainment industry and adept reading of consumer tastes and trends will make him an experienced advisor to our Board of Directors and allow him to provide valuable insight on Japanese consumer needs.

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 & Holma (1986 through present). Ms. Rose is currently the Chair of the board of directors 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 audit, compensation and governance committees of each. From 2004 to 2006, Ms. Rose was a director of Hawaiian Electric Light Co, Ltd. Ms. Rose also serves on several civic boards. Ms. Rose has a J.D. from the University of California, Hastings College of Law (1982) and a B.S. from Willamette University (1979). Ms. Rose serves as Chair of the Compensation Committee of the Board of Directors and as a member of the Governance and Nominating Committee and the Executive Committee. Ms. Rose’s legal experience, as a partner with Bays Lung Rose & Holma, as well as her experience as a director and Chair 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 and Executive Committee.

Richard N. Zwern.  Mr. Zwern has been a member of our Board of Directors since August 2011. Mr. Zwern is Worldwide Director – Executive Development at WPP, the world’s largest communications and marketing services group. Mr. Zwern has 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 Chief Executive. Mr. Zwern is a graduate of the University of Southern California and holds an M.B.A. from the University of Hawaii. He serves on the Board of Directors and is a member of the Executive Committee of the Hawaiian Humane Society. He also acts as a strategic advisor to Ho’okele Health Innovations, LLC, a Hawaii based healthcare coordination and technology company. Mr. Zwern serves as a member of the Compensation Committee and Governance and Nominating Committee of the Board of Directors. Mr. Zwern’s deep experience advising companies on corporate public image, crisis management and public relations allows him to provide valuable perspective on these aspects of 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.

Special Preferred Stock Designees

Samson Poomaihealani.  Mr. Poomaihealani has been a member of our Board of Directors since May 2010. He previously served on the board of HAL, Inc., predecessor of Hawaiian Holdings, Inc., from 1990 to 2004. He was the chief contract negotiator and Assistant General Chairman of the Airline Machinists District 141 of the IAM from 1987 through 2001 and was an Executive Board member of the IAM District Lodge 141 from 1985 to 2001. He also served as President and Executive Board member of the IAM Local Lodge 1979 from 1985 to 1988, and as the IAM Grand Lodge Representative Transportation Territory from 2001 to 2009. Mr. Poomaihealani 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. Prior to his MIT appointment, Mr. Swelbar enjoyed a 25-year consulting career specializing in distressed labor negotiations and regulatory issues governing air transport. Mr. Swelbar received

a B.S. from Eastern Michigan University (1982) and has an M.B.A. from The George Washington University (1988). Mr. Swelbar is the AFA’s designee to the Board of Directors. See “Security Ownership of Certain Beneficial Owners and Management—Special Preferred Stock.”

Brian E. Boyer.  Mr. Boyer has been a member of our Board of Directors since November 2010. He is Chairman of the Board of Planes of Fame Air Museum (August 2008 to present), where he also serves as Interim General Manager (May 2010 to present). From 1999 to September 2008, Mr. Boyer served as a management consultant to Planes of Fame Air Museum, Cerritos College, Advanced Metal Forming Technologies and Paramount Saw Corporation. From 1993 to 1998, he worked with Northrop Grumman Corp., holding positions of Vice President of Aircraft Product Support, President of Northrop Grumman Field Support Services, Inc. and President of Northrop International Aircraft, Inc. From 1986 to 1993, Mr. Boyer held various executive assignments in Northrop Corporation’s Aircraft Division, including responsibility for Manufacturing Operations, Materiel, Long Range and Operational Master Planning, and Program Management. He previously held various technical and management assignments in engineering and systems development in the Aircraft Division, having started with Northrop in 1969. Mr. Boyer has previously served on the board of directors for Vought Aircraft Corporation, Northrop World Wide Aircraft Services, Inc., Northrop International Aircraft, Inc., and Northrop Grumman Field Support Services, Inc. He graduated from the Harvard Business School’s Advanced Management Program (1993) and holds a B.S. in Aircraft Maintenance Engineering from Northrop Institute of Technology (1969). He also earned an Operations Management Certificate from the University of California, Los Angeles (1977), and is a graduate of the Managerial Policy Institute, University of Southern California (1981). Mr. Boyer 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 and all positions and offices with the Company held by the Company’s present executive officers.

Name		Age		Position(s)
Mark B. Dunkerley		48		President and Chief Executive Officer of Holdings and Hawaiian
Scott E. Topping		48		Executive Vice President, Chief Financial Officer and Treasurer of Holdings and Hawaiian
Peter R. Ingram		45		Executive Vice President and Chief Commercial Officer of Hawaiian
Barbara D. Falvey		53		Senior Vice President—Human Resources of Hawaiian
Charles R. Nardello		59		Senior Vice President—Operations of Hawaiian
Glenn G. Taniguchi		69		Senior Vice President—Marketing and Sales of Hawaiian
Hoyt H. Zia		58		Secretary of Holdings and Senior Vice President, General Counsel and Corporate Secretary of Hawaiian

The following is information with respect to the Company’s executive officers who are not also directors of the Company:

Scott E. Topping.  Mr. Topping became the Executive Vice President, Chief Financial Officer and Treasurer of Holdings and Hawaiian effective as of October 31, 2011. Mr. Topping had worked at Southwest Airlines Co. for 16 years prior to joining the Company, most recently as Vice President Treasurer, a position that he had held since 2006. Mr. Topping received an M.B.A. from the University of Texas at Austin (1989) and a B.S. in Agriculture from Kansas State University (1985).

Peter R. Ingram.  Mr. Ingram became the Executive Vice President and Chief Commercial Officer of Hawaiian effective as of October 31, 2011. Previously, Mr. Ingram had served as Executive Vice President, Chief Financial Officer and Treasurer of Holdings and Hawaiian since November 16, 2005. Mr. Ingram had worked at AMR Corporation, the parent company of American Airlines and American Eagle Airlines, for 11 years prior to joining the Company. From 2002 to 2005, he served as Vice President of Finance and Chief Financial Officer for American Eagle Airlines. Prior to that, he spent 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 has an M.B.A. from Duke University (1994).

Barbara D. Falvey.  Ms. Falvey became Hawaiian’s Senior Vice President—Human Resources in July 2005. From March 2003 to June 2005, Ms. Falvey served as Vice President of Ameristar Casinos where she was responsible for corporate human resources. Prior to that, Ms. Falvey spent three years as Senior Vice President of Human Resources for Aladdin Gaming, LLC and 15 years in executive leadership positions in human resources, both at the corporate and property levels, for Caesars World, Inc. Ms. Falvey received a B.A. in English from the University of California, Los Angeles (1983) and an M.S. in Organization Development from Pepperdine University (2003).

Charles R. Nardello.  Mr. Nardello became Senior Vice President—Operations of Hawaiian in October 2007. He joined Hawaiian in February 2004 and most recently served as Vice President of Maintenance and Engineering, a position he held from February 2004 to October 2007. Mr. Nardello has more than 30 years of diversified aviation management experience, including 23 years at US Airways. In addition, he is a 22-year U.S. Air Force veteran having served as an active duty member for six years, followed by 16 years in the active reserves with the Pennsylvania Air National Guard before retiring in 1996. His military record is distinguished by service in both Operation Desert Shield and Operation Desert Storm. Mr. Nardello holds a B.A. in Political Science from the University of Connecticut (1974) and an M.S. in Systems Management from University of Southern California (1978).

Glenn G. Taniguchi.  Mr. Taniguchi became Senior Vice President—Marketing and Sales of Hawaiian in November 2006. He started his career at Hawaiian in 1966. He has served in a variety of roles during his 30-plus years at Hawaiian, most recently as Vice President of Schedule Planning, the position he held from 1995 to 2006. In his current position, Mr. Taniguchi is responsible for overseeing Hawaiian’s schedule planning and sales activities, including flight scheduling, pricing, reservations and field sales for passenger operations. Mr. Taniguchi has a B.A. in Business Administration from the University of Hawaii (1966).

Hoyt H. Zia.  Mr. Zia became Holdings’ Secretary and Hawaiian’s Senior Vice President, General Counsel and Corporate Secretary effective on February 8, 2007. From March 2004 to February 2007, Mr. Zia worked for PacificBasin Communications, LLC as publisher for Hawaii Business magazine. Prior to that, Mr. Zia spent three and a half years as Executive Director of the Pacific Telecommunications Council, an international, non-profit, non-governmental membership telecommunications organization, and over 18 years practicing law as in-house counsel with corporations like Amfac/JMB Hawaii, Inc. and Motorola, Inc., in government as Chief Counsel for Export Administration, U.S. Department of Commerce, and in private practice. Mr. Zia received a B.A. in East Asian Studies from Dartmouth College (1975) and a J.D. from UCLA School of Law (1981), and he served as a U.S. Marine Corps officer from 1975 to 1978.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Compensation Summary

Pay for Performance

The cornerstone of our executive compensation program is pay for performance. Accordingly, while we pay competitive base salaries and other benefits, the majority of our named executive officers’ compensation opportunity is based on variable pay.

Corporate Governance Best Practices

Our Compensation Committee, assisted by its independent compensation consultant, Frederic W. Cook & Co., stays informed of developing executive compensation best practices and strives to implement them. In this regard, recent improvements include:

Introduction

We operate in a highly competitive industry and recognize that effective compensation strategies are critical in attracting and retaining key employees and maximizing stockholder value creation. The primary objectives of our compensation program, including our executive compensation program, are to attract, retain and motivate the best people available. Our executive compensation program is designed to reward achieving specific goals set for the Company as well as those set for individual executives. We reward executive performance which meets or surpasses these established goals in order to align the interests of our executives with the long term interests of our stockholders. We also seek to ensure that total compensation provided to our key executives remains competitive relative to the compensation paid to similarly situated executives of our peer companies. As used herein, the phrase “our executives” refers to the executive officers of Hawaiian and the Company.

Employment & Executive Severance Agreements

The compensation paid in 2011 to certain of our named executive officers is determined, in part, by the terms set forth in employment agreements that were negotiated at arm’s length between the Company and each such named executive officer. The Compensation Committee believes that having employment agreements with these named executive officers provides the Company and such executives with valuable expectations regarding the employment relationship and the potential benefits named executive officers may receive based upon their contributions to the success of the Company. The Compensation Committee reviews and approves any such employment agreements and any amendments thereto prior to the Company entering into them with its named executive officers. The Compensation Committee has also authorized the Company to enter into executive severance agreements with certain of our named executive officers.

Mr. Dunkerley’s Employment Agreement

In 2010, due to the pending lapse of his prior employment agreement with the Company scheduled for November 8, 2010, the Compensation Committee negotiated and the Company entered into a new employment agreement with our chief executive officer, Mark Dunkerley (the “New Agreement”). The New Agreement commenced on May 25, 2010 and is scheduled to expire on November 7, 2013.

In 2011, pursuant to the New Agreement, Mr. Dunkerley received an annual base salary of $600,000.

In 2011, pursuant to the New Agreement, Mr. Dunkerley was eligible to receive an annual incentive compensation payment of one hundred and twenty-five percent (125%) for satisfactory performance and a maximum of two hundred percent (200%) of his annual base salary, if he achieved certain targets established by the Compensation Committee. The potential severance and change in control benefits payable to Mr. Dunkerley under the New Agreement are described below under the heading “Potential Payments Upon Termination or Change in Control.”

Mr. Topping’s Employment Terms & Executive Severance Agreement

In connection with Mr. Topping’s employment, he is receiving an annual base salary of $330,000 and received a one-time lump sum signing bonus of $50,000. In addition, he is being provided reimbursement of up to $70,000 to cover his reasonable out-of-pocket relocation expenses (which must be repaid if he voluntarily resigns or is terminated for cause within the first twelve months of his employment) and a one-time $50,000 housing budget to cover temporary housing-related expenses before he secures permanent housing in Hawaii. Mr. Topping’s annual bonus for 2011 was fixed at $40,000. Beginning in fiscal year 2012, Mr. Topping is eligible for an annual bonus equal to 75% of his base salary if he achieves certain targets established by the Compensation Committee.

In connection with Mr. Topping’s employment, Mr. Topping was also granted restricted stock units (“RSUs”) with an approximate value of $300,000. Vesting for fifty percent of the RSUs is service-based, and these RSUs vest ratably over three years from the grant date. Vesting for the remaining fifty percent of the RSUs is performance-based, and will vest, to the extent the performance metric has been achieved, on the third anniversary of the grant date.

Under the terms of Mr. Topping’s executive severance agreement, he will be entitled to severance equal to one year’s base salary in the event that his employment is terminated without cause or voluntarily for good reason, subject to the prior effectiveness of a release of claims in favor of the Company.

Mr. Ingram’s Employment Agreement

Pursuant to Mr. Ingram’s employment agreement, Mr. Ingram is entitled to an annual base salary and can expect to receive a target incentive compensation payment of seventy-five percent (75%) of his annual base salary, if he achieves certain targets to be established by the Compensation Committee each year. In 2011, Mr. Ingram received an annual base salary of $370,000, which was unchanged from the annual base salary received by Mr. Ingram in the latter part of 2010.

On October 31, 2011, Mr. Ingram was promoted to the position of Executive Vice-President and Chief Commercial Officer of the Company. No new compensatory arrangements were entered into with Mr. Ingram in connection with his promotion. Mr. Ingram’s base salary was, however, increased to $400,000 in February, 2012. The Compensation Committee determined to increase Mr. Ingram’s base salary after reviewing relevant executive compensation benchmarking data provided by Frederic W. Cook & Co., its independent compensation consultant, and after obtaining feedback on Mr. Ingram’s performance from our chief executive officer, Mr. Dunkerley. The potential severance and change in control benefits payable to Mr. Ingram under his employment agreement are described below under the heading “Potential Payments Upon Termination or Change in Control.”

Ms. Falvey’s Employment Agreement

Pursuant to Ms. Falvey’s employment agreement, Ms. Falvey is entitled to an annual base salary, increased from $290,000 to $300,000 in February 2012, and can expect to receive a target incentive compensation payment of sixty percent (60%) of her annual base salary, if she achieves certain targets to be established by the Compensation Committee each year. The Compensation Committee determined to increase Ms. Falvey’s base salary after reviewing relevant executive compensation benchmarking data provided by Frederic W. Cook & Co., its independent compensation consultant, and after obtaining feedback on Ms. Falvey’s performance from our chief executive officer, Mr. Dunkerley. The potential severance and change in control benefits payable to Ms. Falvey under her employment agreement are described below under the heading “Potential Payments Upon Termination or Change in Control.”

Mr. Nardello’s Executive Severance Agreement

Under the terms of Mr. Nardello’s executive severance agreement, he will be entitled to severance equal to one year’s base salary in the event that his employment is terminated without cause or voluntarily for good reason, subject to the prior effectiveness of a release of claims in favor of the Company.

Mr. Taniguchi’s Executive Severance Agreement

Under the terms of Mr. Taniguchi’s executive severance agreement, he will be entitled to severance equal to one year’s base salary in the event that his employment is terminated without cause or voluntarily for good reason, subject to the prior effectiveness of a release of claims in favor of the Company.

Objectives and Philosophy of Our Compensation Program

The Compensation Committee works closely with its independent compensation consultant, Frederic W. Cook & Co. and management to design a pay-for-performance oriented executive compensation program to assist us in attracting and retaining outstanding executives and senior management personnel. The design and implementation of such program continually evolves as we grow, but is based primarily on two elements: (i) providing compensation opportunities that are competitive with competing companies; and (ii) linking executives’ compensation with our financial, operating and competitive performance. Our compensation program is designed to reward individual and corporate performance and to create incentives for both operating performance in the current year and for the long-term benefit of our business so as to align the interests of management with the long term interests of stockholders.

Elements of Compensation

Currently, the principal components of our executive compensation program (each discussed more fully below) are:

Determining Amount of Each Element of Compensation

In negotiating the terms of employment agreements with our named executive officers and determining the amount of any incentive, equity based or other additional compensation, the Compensation Committee reviews publicly available information regarding other companies with which we compete and other publicly-traded corporations located in Honolulu, Hawaii; assesses our overall financial condition and the financial condition of the airline industry in general; consults, when appropriate, with its independent compensation consultant and with outside executive compensation counsel; and, for compensation payable to other named executive officers, consults with our Chief Executive Officer. Although some elements of named executive officers’ compensation resulting from such negotiation may vary due to specific requirements and concerns of such named executive officers, the Compensation Committee strives to set an overall compensation package informed by the processes described above.

In November 2010, the Compensation Committee reviewed a benchmarking study conducted by Frederic W. Cook & Co., the Compensation Committee’s independent compensation consultant. The Compensation Committee reviewed and considered the information provided in this study when it established 2011 compensation levels for the named executive officers. When setting 2011 compensation levels, the Compensation Committee considered data from (1) a “main” peer group of 12 similarly sized airlines and related companies in the transports industry and (2) general industry survey data from Towers Watson containing companies with annual revenues between $1 billion and $3 billion.

The following 12 companies made up the “main” peer group:

Air Transport Group		Allegiant Air		Hub Group		Pinnacle Airlines
AirTran		Atlas Air Worldwide		Jet Blue		Republic Airways
Alaska Air		ExpressJet		Pacer		SkyWest

The Compensation Committee also reviewed data from a peer group of 10 independent airlines – AirTran, Alaska Air, Allegiant Air, American, Continental, Delta, Jet Blue, Southwest, United and US Air – for benchmarking pay practices and company performance. Several of these airlines are substantially larger than us, so the Compensation Committee did not use this group of companies to benchmark named executive officer compensation levels.

Finally, the Compensation Committee monitored compensation levels at three local publicly-traded Hawaiian companies – Alexander and Baldwin, Bank of Hawaii, and Hawaiian Electric Industries. The Compensation Committee uses this group to monitor local compensation trends but does not use this group to benchmark named executive officer compensation levels.

Compensation Consultants

The Compensation Committee has engaged the independent compensation consulting firm of Frederic W. Cook & Co. to assist it in executive compensation matters. In 2011, Frederic W. Cook & Co. served only the Compensation Committee and provided no services to the Company.

Annual Base Salary

Base salary levels for our named executive officers are designed to be competitive in the marketplace for executives of comparable talent and experience, are based on each named executive officer’s responsibility and are subject to increase based upon individual and Company performance. Each named executive officer’s base salary for 2011 is reported in the Summary Compensation Table below.

The Compensation Committee increased the following named executive officers’ base salaries in 2011: (i) Glenn G. Taniguchi, the Senior Vice President—Marketing and Sales of Hawaiian, from $280,000 to $290,000, (ii) Charles R. Nardello, the Company’s Senior Vice President—Operations from $280,000 to $290,000, and (iii) Barbara D. Falvey, the Company’s Senior Vice President—Human Resources, from $280,000 to $290,000. In 2011, the Compensation Committee also established the base salary of Mr. Scott Topping, our new Executive Vice-President, Chief Financial Officer and Treasurer of Holdings and Hawaiian at $330,000. In 2011, the base salaries of our other executive officers remained unchanged from 2010. As described above, we have entered into employment or executive severance agreements with certain of our named executive officers which provide for, among other things, an initial annual base salary and an annual target incentive payment (expressed as a percentage of base salary) for each executive (with the exception of Messrs. Topping, Nardello and Taniguchi, whose base salaries and target bonuses are not set forth in their executive severance agreements, but instead are established each year by the Compensation Committee).

Short-Term Incentive Compensation

Short-term incentive compensation consists of annual performance incentives. Annual performance incentives are awarded under our 2006 Management Incentive Plan (the “2006 Incentive Plan”), which was initially approved by our stockholders at our May 31, 2006 stockholders meeting and was reapproved by our stockholders on May 31, 2011. The 2006 Incentive Plan is administered by the Compensation Committee. The Compensation Committee has the authority to select the executives to participate in the 2006 Incentive Plan (after considering the recommendations of the Chief Executive Officer), to establish the length of the annual and long-term performance periods, to establish the performance goals and to determine the amounts of incentive compensation payable to any participant, to provide for payment of incentives in cash, in stock or in units, and to make all determinations and take all other actions necessary or appropriate for proper administration and operation of the 2006 Incentive Plan.

2011 Annual Incentive Compensation

The Company expects that compensation paid upon attainment of the corporate objectives under its incentive compensation program for 2011 will meet the requirements for “performance-based compensation” under Section 162(m) of the Internal Revenue Code (which limits a public company’s ability to deduct certain compensation in excess of $1 million paid to its chief executive officer or certain other executive officers), and that the Company will be able to fully deduct such payments. The Company’s Compensation Committee, Chief Executive Officer, Chief Financial Officer and Senior Vice President—Human Resources, informed by the Compensation Committee’s compensation consultant Frederic W. Cook & Co., collaborated in determining the financial and non-financial performance criteria to be used to implement the Company’s 2011 incentive compensation program. Because Mr. Topping joined us on October 31, 2011, late in our fiscal year, he did not participate in our 2011 annual incentive compensation program. Instead, he received a fixed 2011 annual bonus of $40,000 in addition to his signing bonus of $50,000.

In 2011, the achievement of financial and non-financial corporate performance goals were weighted as to 55% for the corporate financial goals and as to 45% for the corporate non-financial performance goals. Attainment of corporate and individual performance goals at 100% of the target level would result in payment of the other named executive officers’ bonus at the target level set forth in his or her employment agreement or as otherwise determined by the Compensation Committee if the incentive compensation pool was funded at 100% (as described more fully below) based on the Company’s earnings before interest, taxes, amortization, depreciation and rent (EBITDAR); payment would be prorated for achievement above or below the target levels, with the maximum payout determined by the amount available from the Company’s bonus pool. In 2011, with the exception of Mr. Dunkerley, whose individual performance was weighted at 20% and whose corporate performance was weighted at 80%, and Mr. Topping, who did not participate in the annual incentive program, each of the named executive officer’s individual performance was weighted at 25% and corporate

performance was weighted at 75%. Mr. Dunkerley’s maximum bonus for 2011 was limited by the terms of his employment agreement to no more than 200% of his annual base salary. Moreover, in 2011 the Compensation Committee limited the maximum bonus for 2011 for all other participants to 200% of target and limited the maximum aggregate bonus pool payout to 133% of target. The Compensation Committee imposed these caps after considering market data, the advice of its independent compensation consultant, and corporate governance best practices.

The Compensation Committee approved a 2011 incentive payment pool dependent on achieving EBITDAR (a non-GAAP financial measure) milestones. The incentive pool applies to all annual incentives for all Company employees participating in the incentive compensation program, not just the named executive officers (other than Mr. Topping). The Company’s EBITDAR can be approximated by adding the Company’s interest expense, depreciation and amortization expense and aircraft rent expense to its income before income taxes, each as reported in the financial statements to the Company’s 2011 Annual Report on Form 10-K, filed on February 9, 2012. If the minimum EBITDAR threshold established by the Compensation Committee was not exceeded, the bonus pool would not be funded and no bonuses would be payable to the employees participating in the incentive compensation program, including our named executive officers. For 2011, for the Company’s incentive pool to be funded, the Company’s EBITDAR had to exceed a minimum threshold established by the Compensation Committee of $190 million (increased from $160 million in 2010). Meeting this minimum funding threshold would result in a $0.95 million allocation to the Company’s incentive pool. For each increment (or portion thereof) of $5 million of EBITDAR obtained in excess of this threshold, an additional amount would be allocated to the incentive pool based on a scale determined by the Compensation Committee when the plan was adopted. Based on the Company’s attained EBITDAR of $280 million for 2011, the Company’s incentive pool was allocated $4.1 million.

The corporate financial criteria and the 2011 targets established by the Compensation Committee are described in the table below. Each of these financial performance goals is weighted equally, as shown below. For purposes of certain of these measures that compare the Company’s performance with that of its peers, the Company’s peer group consists of Alaska Airlines, American Airlines, Delta Air Lines, JetBlue, Southwest Airlines, United Airlines, AirTran Airlines and US Airways.

Corporate Financial Performance Goals

Category		Measure		Target		Category Weight		Result
Financial Performance						55%
EBITDAR Margin		Comparative ranking with selected carriers		4th - 6th		25%		3rd
Revenue per Available Seat Mile (RASM)		Absolute		98% - 102% of target		25%		105.1% of target
Cost per Available Seat Mile—Fuel Adjusted (CASM)		Absolute		99% to 101% of target		25%		99.1% of target
Return on Invested Capital		Percentage		8 - 9%		25%		11.9%

The corporate non-financial performance criteria and the 2011 targets established by the Compensation Committee are divided into three categories, Customer Satisfaction, Confidence Among Stakeholders and Operational Excellence, and are described in the table below. To determine the named executive officer’s incentive compensation attributable to the 45% weighted corporate performance score for non-financial performance, such non-financial performance goals are weighted as shown below.

Corporate Non-Financial Performance Goals

Category		Measure		Target		Category Weight		Result
Customer Satisfaction						15%
Travel and Leisure Magazine (TL) and Conde Nast (CN) Surveys		Published ranking with other carriers serving Hawaii		2nd		25%		#1 to Hawaii, #3 nationally (in both TL and CN Surveys)
Airline Quality Rankings Survey		Comparative ranking with other carriers		4th - 7th		25%		2nd
Customer Satisfaction Score (Company survey of customers)		Overall numerical rating of three monthly customer surveys (annual average of monthly scores on a 10 point scale)		7.8 - 8.7		50%		8.7
Confidence Among Stakeholders						15%
Employee Survey		Survey scores on questions regarding employee satisfaction (10 point scale)		7.5 - 8.5		11%		7.7
Total Hours of Lost Time		Average monthly lost time hours as a result of occupational injury		1,500 - 2,500		11%		2,461
Total Sick Pay		Percentage of Total Payroll		3.25 - 3.75%		11%		3.09%
Overhead		Percentage of Revenue		12.5% - 14%		33%		13.0%
Number of Regulatory Infractions and A4A Reported Damage		A4A standard measure, reportable mishaps plus regulatory fines (annual number)		31 - 37		17%		19
Number of Sarbanes-Oxley Compliance Infractions		Number and type of issue		No Material Weakness		17%		No Material Weakness
Operational Excellence						15%
Operational Performance Score		Overall numerical score (annual average of monthly scores)		6.3 - 6.6		50%		6.2
On-time Arrivals (DOT Survey)		Published comparative ranking with other carriers		2nd - 3rd		16.67%		1st
Baggage Handling (Baggage Irregularity Reports, DOT Survey)		Published comparative ranking with other carriers		3rd		16.67%		4th
Cancellations (DOT Survey)		Published comparative ranking with other carriers		3rd		16.67%		1st

For 2011, the Compensation Committee measured the individual performance of our Chief Executive Officer based on its discretionary review of Mr. Dunkerley’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 measure the individual performance of each of the other named executive officers, other than Mr. Topping who started with the Company on October 31, 2011. Individual objectives for each of the named executive officers other than the Chief Executive Officer and Mr. Topping reflect each named executive officer’s departmental and corporate responsibilities. Mr. Ingram's individual performance objectives, until his promotion on October 31, 2011, were related to the Company's finance department and included overseeing the development and implementation of the Company's fleet planning activities, developing the investor relations and capital markets strategy and improving procurement and transactional purchasing processes. Following his promotion to Executive Vice President and Chief Commercial Officer on October 31, 2011, Mr. Ingram’s individual performance objectives were related to his introduction to the commercial side of the business. Mr. Nardello's individual performance objectives were related to the Company's operations and included monitoring airline on-time flight performance, aircraft maintenance and developing internal operational leadership. Mr. Taniguchi's individual performance objectives were related to the Company's sales and marketing needs and included achieving revenue targets, and overseeing expansion route efforts and

planning, as well as staffing open positions. Ms. Falvey's individual performance objectives were related to the Company's human resources department and including working closely with the Compensation Committee, managing employee training initiatives, assisting in labor negotiations and recruiting for open positions.

Regarding individual performance, our Chief Executive Officer met with and evaluated each other named executive officer’s performance on two separate occasions during 2011 and/or the first quarter of 2012 and recommended overall individual performance scores to the Board for approval based on his assessment of each named executive officer’s performance relative to their individual objectives. The score for Mr. Dunkerley was based on a determination by the Compensation Committee of Mr. Dunkerley’s overall performance, taking into account the Company’s strong performance relative to its peers. Each named executive officer was awarded a score for individual performance based on a scale from 1.0 to 4.0.

For 2011, the Company’s weighted average score for corporate financial and non-financial performance goals was 1.43. Based on their individual performance scores, the Company’s performance relative to the financial and non-financial corporate performance goals and the funding of the Company’s incentive pool as a result of the Company’s attained EBITDAR, each named executive officer received the amount reported under the heading “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table included herein.

The Compensation Committee believes that the annual incentives paid to its named executive officers for fiscal year 2011 are appropriate in light of the Company’s and each individual’s performance in 2011.

Long-Term Incentive Compensation

The Compensation Committee believes that granting equity-based awards creates an incentive to promote our long-term interests and generally aligns the potential economic benefit to be derived therefrom by our executives with those of the stockholders. Equity-based awards are granted by the Compensation Committee to our named executive officers (other than our Chief Executive Officer) after considering the recommendations of our Chief Executive Officer.

2011 Equity Compensation

For fiscal 2011, the Compensation Committee determined to base equity awards on a combination of time-based and performance-based restricted stock units. The Compensation Committee determined that both the performance-based and time-based restricted stock unit grants provide a retention tool in that the time-based restricted stock unit grants vest in three equal annual installments on each of the first three anniversaries of the grant date, subject to the employee’s continued service, and the performance-based restricted stock unit grants are subject to performance-based vesting, allowing for the performance portion to range between 0% and 200% of the performance tranche subject to the employee’s continued service. Such restricted stock units accelerate vesting upon a double-trigger (certain terminations of employment following a change in control).

In February 2011, the Compensation Committee, following consultation with Frederic W. Cook & Co., granted restricted stock units (“RSUs”) to Mr. Ingram, Ms. Falvey, Mr. Nardello and Mr. Taniguchi as part of the Company’s annual grant practice (described more fully under the heading “Determination of Equity-Based Awards Grant Dates,” below). Mr. Ingram received 44,000 RSUs, and each of Ms. Falvey and Messrs. Nardello and Taniguchi received 30,000 RSUs. The Committee had the authority but elected not to make an equity grant to the CEO in 2011. Fifty percent of the RSUs granted were time-based and fifty percent were performance based. With respect to the performance-based RSUs, they can be earned, subject to satisfying the performance metric, from 0% to 200% of the covered shares. Accordingly, the maximum number of shares that may potentially be earned subject to the RSUs addressed above is 66,000 shares for Mr. Ingram, and 45,000 shares for each of Ms. Falvey and Messrs. Nardello and Taniguchi. The time-based RSUs described above vest in 33 1/3% increments on each of the first three anniversaries of the grant date, subject to such named executive officer remaining employed by the Company, with the vested RSUs being delivered to such executive on each such vesting date, subject to any delay required to avoid the imposition of additional taxes. The performance-based RSUs vest, to the extent the performance metric has been achieved, on the third anniversary of the grant date, subject to the Compensation Committee’s prior written certification as to the extent to which the performance metric has been achieved, with the vested RSUs being delivered to such executive on the vesting date, subject to any delay required to avoid the imposition of additional taxes. In the event of a double-trigger, all of an executive’s RSUs become fully vested (and with respect to the

performance-based RSUs at the target, not the maximum, level if the performance period has not yet ended) subject to such executive’s execution of a release of claims and will be delivered to such executive on the 29th day following such executive’s employment termination date or such later date as is required to avoid the imposition of additional taxes. Any unpaid RSUs are forfeited automatically if the named executive officer is terminated for cause.

In connection with Mr. Topping’s hire, he was granted 63,000 RSUs. Fifty percent of the RSUs granted were time-based and fifty percent were performance based, on similar terms to those described above for Mr. Ingram, Ms. Falvey and Messrs. Nardello and Taniguchi. Accordingly, the maximum number of shares that Mr. Topping may earn in connection with his 2011 RSU grant is 94,500 shares.

Loss of Income Benefits

In addition to the general benefits available to all employees (described below), the Company maintains a long-term disability plan for its executives, including the named executive officers. Pursuant to the Company’s executive long-term disability plan, the Company’s named executive officers are entitled to a disability benefit of up to 60% of base salary, capped at $11,000 per month, for non-occupational injury or illness up until such executive reaches age 65 or for a period of 12 months after such executive reaches age 65. The Company also agreed, in the New Agreement (as it did in Mr. Dunkerley’s prior employment agreement), to pay the premiums on a $300,000 life insurance policy for Mr. Dunkerley.

Severance and Change in Control Benefits

The Compensation Committee believes that certain severance and change in control benefits provide a valuable retention tool for its named executive officers. Through severance benefits, the Company seeks to ensure the applicable named executive officer’s commitment to the Company by providing income stability and protection in the event of such named executive officer’s termination of employment in certain situations.

Change to Double-Trigger Vesting Acceleration

Through change in control benefits, the Company seeks to provide each named executive officer with an incentive to remain with the Company through a potential period of uncertainty presented by a change in control. Equity awards granted to our named executive officers (other than Mr. Dunkerley) prior to 2011 become fully vested and/or exercisable upon a change in control. In light of emerging corporate governance best practices, the Compensation Committee determined that commencing in 2011, and in 2010 for Mr. Dunkerley, our named executive officer equity awards will vest fully on a double-trigger (certain terminations of employment following a change in control) and not on a single-trigger change in control.

Mr. Dunkerley’s Severance and Change in Control Benefits Under the New Agreement

Under the New Agreement, Mr. Dunkerley is entitled to the following severance benefits upon his termination without cause or for good reason, subject to his entering into a release of claims in favor of the Company:

Mr. Dunkerley is also eligible to receive the relocation benefits and the continued travel benefits noted above upon any termination of his employment after November 7, 2013, following his completion of the term of the New Agreement. If Mr. Dunkerley violates certain non-competition, non-disparagement or non-solicitation provisions of the New Agreement, severance benefits shall cease being paid, and in some situations the Company may seek repayment of severance benefits already paid.

Mr. Dunkerley’s golden parachute excise tax gross-up provision expired on May 25, 2011. Now, Mr. Dunkerley receives a “best results” excise tax treatment, whereby Mr. Dunkerley either pays the excise taxes under Internal Revenue Code Section 4999 or has his payments and benefits reduced to a level whereby the excise taxes are not triggered, whichever is economically superior for Mr. Dunkerley. In contrast, Mr. Dunkerley was entitled to a golden parachute excise tax gross-up with no sunset provision in his prior employment agreement.

Severance Benefits for Mr. Ingram and for Ms. Falvey

Pursuant the employment agreements with Mr. Ingram and Ms. Falvey, if they are terminated other than for cause, and subject to their entering into a release of claims in favor of the Company, they will receive the following severance benefits:

Severance Benefits for Messrs. Topping, Nardello and Taniguchi

Messrs. Topping, Nardello and Taniguchi’s Executive Severance Agreements provides them with severance payments upon termination of employment by the Company without “Cause” or if they voluntarily terminate employment for “Good Reason” consisting of 12 months’ continued base salary.

The amount of benefits payable to each named executive upon termination or a change in control pursuant to the terms of their employment agreements are reported more fully under the heading “Potential Payments Upon Termination or Change in Control,” below.

Personal Benefits

Each named executive officer and certain members of his or her immediate family are entitled to free travel privileges on the Company’s non-chartered flights. The Compensation Committee has provided this benefit after conferring with its independent compensation consultant and determining that this benefit is typical in the airline industry. Named executive officers are also reimbursed for the taxes imposed on the first $15,000 of positive space travel on the Company’s flights. In providing this benefit, the Compensation Committee determined that similar tax reimbursements are typical in the airline industry and that such a benefit represents an immaterial expense based on historical use of travel privileges.

In 2011, the Compensation Committee approved two additional benefits for named executive officers. First, following retirement from the Company with either forty years of age and ten years of service, or fifty-five years of age and five years of service, former executives will be eligible for positive space travel on Company flights up to $15,000 annually. The former executive will be responsible for all taxes on this benefit.

Second, if named executive officers retire following five years of service, the Company will provide them with access-only medical and prescription drug coverage for the former named executive officer and their eligible dependents until the end of the month in which the executive becomes Medicare eligible. The premiums for such coverage are fully payable by the former executives, with a cost significantly higher than for active employees, such that it is expected that this benefit will be approximately cost-neutral to the Company.

The Compensation Committee approved these two additional benefits following consideration of market data, actuarial analysis (with respect to the medical and prescription drug benefit) and advice from its independent compensation consultant.

General Benefits

The Company’s named executive officers, like all eligible employees of the Company, are eligible to participate in the Company’s health and welfare benefit plans and retirement savings plan (a 401(k) plan). The availability of such plans to the Company’s employees generally is essential to attracting and retaining a productive workforce.

Allocating Between Long-Term/Short-Term and Cash/Non-Cash Compensation

The Compensation Committee considers various factors in designing a compensation program that provides the appropriate mix of long-term/short-term and cash/non-cash compensation. These factors include the value our executives place on the various forms of compensation; the tax, economic and financial impact associated with providing the various forms of compensation; and whether providing the various forms of compensation will help us achieve our long-term corporate objectives. This allows us to direct our resources to the incentives that are most likely to retain top executives and motivate desired behaviors—improving the likelihood of enhanced financial performance and stockholder value creation. We award long-term incentive compensation in order to achieve a variety of long-term objectives, including retaining talented executives, aligning executives’ financial interests with the interests of stockholders, rewarding the achievement of our long-term corporate goals and lengthening executives’ time horizons and focusing their attention on creating stockholder value. In determining the appropriate mix of compensation, the Compensation Committee also considers the accounting costs and dilutive impact of the various forms of compensation, as well as our ability to pay compensation in cash, as opposed to stock or other forms of non-cash compensation.

Specific Items of Corporate Performance We Consider in Making Compensation Decisions

As previously described in greater detail under the heading “Short-Term Incentive Compensation,” in 2011, the Compensation Committee approved financial and non-financial performance targets, the achievement of which would contribute to the ability of the Company to obtain its financial, operating and strategic goals. As described above, the Company’s financial performance targets are EBITDAR margin, revenue per available seat mile (“RASM”) relative to objectives, cost per available seat mile (“CASM”) relative to objectives, and return on invested capital. As described above, the Company’s 2011 non-financial performance targets were measures of customer value, operational excellence and confidence among stakeholders. In addition, named executive officers’ incentive compensation are subject to the limitations of the overall bonus pool, established by the Compensation Committee, expressed as a function of EBITDAR. Under these categories, the Compensation Committee evaluated the Company’s 2011 performance and awarded 2011 Annual Incentive Compensation in the amounts reported in the Summary Compensation Table below and as detailed in the discussion under the subheading “2011 Annual Incentive Compensation.”

Compensation Committee Discretion

The Compensation Committee has determined that in administering the Company’s current annual cash incentive compensation program, the Compensation Committee retains discretion to reduce the amount of incentives payable to named executive officers in the event a purely mathematical application of the performance criteria under such program results in potential incentive payments that do not properly reflect the Company’s financial performance or such executives’ performance for such year.

Determination of Equity-Based Awards 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 at the following times: (i) on the date the executive receiving the grant is hired, and (ii) once annually under the Company’s 2005 Stock Incentive Plan (the “Stock Incentive Plan”). For discretionary equity-based awards to named executive officers other than the Chief Executive Officer, awards are recommended by the Chief Executive Officer for consideration and

potential approval by the Compensation Committee, after consultation with its independent compensation consultant. The Compensation Committee endeavors to avoid granting equity-based awards in advance of the release of news which might affect the price of our Common Stock.

Stock Ownership Guidelines; Policies Regarding Hedging the Risk of Security 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 equal to or greater than the lesser of (i) a specified multiple of his or her annual base salary, as set forth below, and (ii) the number of shares determined by dividing the dollar amount determined as a multiple of annual base salary by the closing sales price of the Company’s Common Stock on February 7, 2011, and to maintain this minimum amount throughout his or her tenure as an executive officer. The base salary multiples are as follows:

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

Similar guidelines 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 equal to or greater than the lesser of (i) two times his or her annual retainer for service on the Board (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, and to maintain this minimum amount throughout his or her tenure on the Board. Similar guidelines apply to any newly elected non-employee directors.

The stock ownership guidelines are expected to be achieved within five years for each executive officer and non-employee director, or within five years from the date service commences for new executive officers and non-employee directors. Unexercised stock options do not count for the purposes of computing shares held. Until the guidelines are achieved, our executive officers and non-employee directors are required to retain at least 50% of the net after-tax shares received as a result of exercising options or the delivery of full-value awards. We do not have any policies regarding hedging the economic risk of such ownership, although our Code of Ethics strictly prohibits trading while in the possession of material, non-public information regarding the Company.

Risk Assessment

The Compensation Committee retained Frederic W. Cook & Co., its independent compensation consultant, to evaluate the risk inherent in the Company’s executive and non-executive programs. Accordingly, Frederic W. Cook & Co. evaluated the Company’s executive and non-executive programs and provided a report to the Compensation Committee. The report concluded that, among other things:

2011 Say-on-Pay Advisory Vote; Frequency of Say-on-Pay Advisory Vote

On May 31, 2011, we held a stockholder advisory vote on the compensation of our named executive officers, commonly referred to as a say-on-pay vote. Our stockholders approved the compensation of our named executive officers, with approximately 76% of stockholder votes cast in favor of our 2011 say-on-pay

resolution. After considering this result, following our annual review of our executive compensation philosophy, the Compensation Committee decided to retain our overall approach to executive compensation. Moreover, in determining how often to hold a stockholder advisory vote on executive compensation, the Board took into account our stockholders’ preference (approximately 71% of votes cast) for an annual vote at the 2011 annual stockholders meeting. Specifically, the Board determined that we will hold an annual advisory stockholder vote on our named executive officer compensation until considering the results of our next say-on- pay frequency vote.

Tax and Accounting Treatment

Section 162(m)

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for non-performance-based compensation over $1 million paid for any fiscal year to the company’s chief executive officer or any of the three other most highly compensated executive officers (other than the chief financial officer). Performance-based compensation is not subject to the deduction limit if certain requirements are met. The Stock Incentive Plan and the 2006 Incentive Plan have been structured to permit the Company to pay compensation in excess of $1 million per year to its executive officers without compromising the deductibility of such compensation under Section 162(m). The Type A and B Restricted Stock grants under the New Agreement and the corporate performance portion of our 2011 annual incentive compensation program are intended to qualify as deductible performance-based compensation. However, the Compensation Committee retains the flexibility to pay compensation to senior executives based on other considerations if it believes that doing so is in the stockholders’ interests.

Section 409A

Section 409A of the Internal Revenue Code imposes a penalty tax on “nonqualified deferred compensation” that fails to satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments and certain other matters. Accordingly, as a general matter, the Company attempts to structure its compensation and benefits plans and arrangements for all of our employees, including our named executive officers, so that they are either exempt from, or satisfy the requirements of, Section 409A.

Accounting Treatment

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

The Role of Executive Officers in the Compensation Process

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. The Compensation Committee annually reviews the base salary of the Chief Executive Officer and the base salary of the Chief Executive Officer may be increased by the Compensation Committee in its sole and absolute discretion. Other than the Chief Executive Officer, no executive officer participates in setting compensation for named executive officers.

Compensation Recovery Policy (Clawback)

On the recommendation of the Compensation Committee, the Board adopted the Company’s “Recoupment Policy Relating to Incentive Compensation of Participants” for any bonus or incentive compensation paid after January 1, 2009. Pursuant to 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 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 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 the applicable financial restatement is disclosed.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the 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 the Compensation Discussion and Analysis be included in the Company’s Proxy Statement.

The Compensation Committee

Crystal K. Rose, Chair
L. Todd Budge
Lawrence S. Hershfield
Bert T. Kobayashi, Jr.
Richard N. Zwern

April 13, 2012

Summary Compensation Table

The following Summary Compensation Table sets forth certain information regarding compensation paid during the fiscal years ended December 31, 2011, 2010 and 2009 to (1) the Chief Executive Officer, (2) the Chief Financial Officer, and (3) the three most highly compensated executive officers, for fiscal year 2011, other than the individuals serving as our Chief Executive Officer and Chief Financial Officer, who were serving as executive officers at the end of the fiscal year ended December 31, 2011.

Name and Principal Position		Year				Salary				Bonus				Stock Awards(1)				Option Awards(2)				Non-Equity Incentive Plan Compensation(3)				All Other Compensation				Total
						($)				($)				($)				($)				($)				($)				($)
Mark B. Dunkerley President and Chief Executive Officer			2011				600,000				—				—				—				937,512				75,373	(4)			1,612,885
			2010				591,212				—				4,682,294				—				1,006,779				65,647				6,345,932
			2009				580,000				—				—				—				1,160,000				65,268				1,805,268
Scott E. Topping Executive Vice President, Chief Financial Officer and Treasurer(5)			2011				42,500				50,000				337,050				—				40,000				9,598	(6)			479,148
Peter R. Ingram Executive Vice President and Chief Commercial Officer, Former Executive Vice President, Chief Financial Officer and Treasurer(7)			2011				370,000				—				300,960				—				350,997				48,447	(8)			1,070,404
			2010				351,667				—				220,836				—				368,813				46,579				987,895
			2009				330,000				—				94,500				120,600				542,930				46,205				1,134,235
Barbara D. Falvey Senior Vice President, Human Resources			2011				288,333				—				205,200				—				172,604				48,512	(9)			714,649
			2010				280,000				—				186,420				—				239,096				51,627				757,143
			2009				280,000				—				66,150				80,400				362,937				39,563				829,050
Charles R. Nardello Senior Vice President, Operations			2011				288,333				—				205,200				—				201,656				38,194	(10)			733,383
			2010				266,250				—				220,836				—				235,293				35,560				757,939
			2009				250,000				—				66,150				80,400				329,048				29,768				755,366
Glenn G. Taniguchi Senior Vice President, Sales and Marketing			2011				288,333				—				205,200				—				209,388				39,123	(11)			742,044
			2010				266,250				—				220,836				—				225,447				38,943				751,476
			2009				250,000				—				66,150				80,400				324,051				31,669				752,270

Grants of Plan-Based Awards

The following table shows information regarding grants of awards that we made during the fiscal year ended December 31, 2011 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(2)												All Other Stock Awards; Number of Shares of Stock or Units(3)				Grant Date Fair Value of Stock and Option Awards(4)
						Threshold ($)				Target ($)				Maximum ($)				Threshold (#)				Target (#)				Maximum (#)				(#)				($)
Mark B. Dunkerley			—				—				749,820				1,200,000				—				—				—				—				—
Scott E. Topping			—				—				40,000				—				—				—				—				—				—
			10/31/2011				—				—				—				—				31,500				63,000				—				168,525
			10/31/2011				—				—				—				—				—				—				31,500				168,525
Peter R. Ingram			—				—				277,500				555,000				—				—				—				—				—
			2/7/2011				—				—				—				—				22,000				44,000				—				150,480
			2/7/2011				—				—				—				—				—				—				22,000				150,480
Barbara D. Falvey			—				—				173,000				346,000				—				—				—				—				—
			2/7/2011				—				—				—				—				15,000				30,000				—				102,600
			2/7/2011				—				—				—				—				—				—				15,000				102,600
Charles R. Nardello			—				—				172,840				345,680				—				—				—				—				—
			2/7/2011				—				—				—				—				15,000				30,000				—				102,600
			2/7/2011				—				—				—				—				—				—				15,000				102,600
Glenn G. Taniguchi			—				—				173,000				346,000				—				—				—				—				—
			2/7/2011				—				—				—				—				15,000				30,000				—				102,600
			2/7/2011				—				—				—				—				—				—				15,000				102,600

Outstanding Equity Awards At Fiscal Year-End

The following table shows grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended December 31, 2011, including both awards subject to performance conditions and non-performance based awards, to each of the executive officers named in the Summary Compensation Table.

		Option Awards																				Stock Awards
		Award Grant Date				Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock that Have Not Vested				Market Value of Shares or Units of Stock that Have Not Vested ($)				Equity Incentive Plan Awards: Number of 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 ($)
Mark B. Dunkerley			6/10/2005	(1)			300,000				—				5.00				6/10/2015
			7/25/2005	(1)			744,000				—				4.62				7/25/2015
			11/8/2007	(2)			45,000				—				4.99				12/26/2012
			5/25/2010	(3)																			337,957				1,960,151
			5/25/2010	(4)																			—				—				168,979				980,078
Scott E. Topping			10/31/2011	(5)																			31,500				182,700
			10/31/2011	(5)																											31,500				182,700
Peter R. Ingram			11/16/2005	(6)			100,000				—				3.42				11/16/2015
			11/10/2006	(6)			100,000				—				4.40				11/10/2016
			11/12/2007	(6)			100,000				—				4.95				11/12/2017
			2/29/2008	(6)			60,000				—				5.20				2/28/2013
			2/20/2009	(6)			40,000				20,000				3.78				2/20/2014
			2/20/2009	(6)																			8,333				48,331
			2/12/2010	(6)																			20,533				119,091
			2/7/2011	(6)																			22,000				127,600
			2/7/2011	(6)																											22,000				127,600
Barbara D. Falvey			7/25/2005	(7)			60,473				—				4.62				7/25/2015
			8/29/2007	(7)			39,800				—				3.45				8/29/2017
			2/29/2008	(7)			40,000				—				5.20				2/28/2013
			2/20/2009	(7)			26,667				13,333				3.78				2/20/2014				5,833				33,381
			2/12/2010	(7)																			17,333				100,531
			2/7/2011	(7)																			15,000				87,000
			2/7/2011	(7)																											15,000				87,000
Charles R. Nardello			11/8/2006	(8)			8,000				—				4.36				11/8/2016
			2/29/2008	(8)			40,000				—				5.20				2/28/2013
			2/20/2009	(8)			26,667				13,333				3.78				2/20/2014
			2/20/2009	(8)																			5,833				33,381
			2/12/2010	(8)																			20,533				119,091
			2/7/2011	(8)																			15,000				87,000
			2/7/2011	(8)																											15,000				87,000
Glenn G. Taniguchi			6/10/2005	(9)			9,236				—				5.00				6/10/2015
			2/29/2008	(9)			40,000				—				5.20				2/28/2013
			2/20/2009	(9)			13,333				13,333				3.78				2/20/2014
			2/20/2009	(9)																			5,833				33,831
			2/12/2010	(9)																			20,533				119,091
			2/7/2011	(9)																			15,000				87,000
			2/7/2011	(9)																											15,000				87,000

Option Exercises and Stock Vested

The following table shows the stock options exercised and stock awards vested during fiscal year 2011, to each of the executive officers named in the Summary Compensation Table.

		Option Awards								Stock Awards
		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)
Mark B. Dunkerley(1)			—				—				209,767				1,164,207
Scott E. Topping			—				—				—				—
Peter R. Ingram(2)			—				—				26,933				187,948
Barbara D. Falvey(3)			—				—				20,333				141,923
Charles R. Nardello(4)			—				—				21,933				153,123
Glenn G. Taniguchi(5)			—				—				21,933				153,123

Nonqualified Deferred Compensation

Name		Executive Contributions in Last FY ($)				Registrant Contributions in Last FY ($)				Aggregate Earnings in Last FY ($)(1)				Aggregate Withdrawals/ Distributions ($)				Aggregate Balance at Last FYE ($)
Mark B. Dunkerley			—				—				—				—				—
Scott E. Topping			—				—				—				—				—
Peter R. Ingram			—				—				(113,832	)			—				519,640
Barbara D. Falvey			—				—				(88,740	)			—				389,500
Charles R. Nardello			—				—				(98,532	)			—				417,340
Glenn G. Taniguchi			—				—				(98,532	)			—				417,340

The table above reports the compensation that may be received by each named executive officer pursuant to outstanding DSU awards. With respect to Mr. Ingram, Ms. Falvey, Mr. Nardello and Mr. Taniguchi, DSUs granted in fiscal year 2008 vested in three substantially equal installments on March 1, 2009, March 1, 2010 and March 1, 2011 and were distributed on March 4, 2011. With respect to Mr. Ingram, Ms. Falvey, Mr. Nardello and Mr. Taniguchi, DSUs granted in fiscal year 2009 vested in three substantially equal installments on February 20, 2010, February 20, 2011 and February 20, 2012 and were distributed on February 21, 2012. With respect to Mr. Ingram, Ms. Falvey, Mr. Nardello and Mr. Taniguchi, DSUs granted in fiscal year 2010 vest in three substantially equal installments on February 12, 2011, February 12, 2012 and February 12, 2013 provided that the applicable named executive officer remains employed during such period. Shares of Common Stock will be delivered with respect to such DSUs no later than 90 days following the earliest of the following: February 12, 2013, a change in control of the Company, or the applicable executive’s death or disability. Each named executive officer will forfeit any unpaid DSUs upon termination of employment with the Company for cause.

Potential Payments Upon Termination or Change in Control

We have entered into agreements that will require us to provide compensation to the officers named in the Summary Compensation Table in the event of such executive officer’s termination of employment or a change in control of the Company. Each named executive officer is required pursuant to the terms of his or her employment agreement to adhere to certain restrictive covenants in order to receive the severance payments specified below. 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, 2011.

Mr. Dunkerley.

The following table describes and quantifies the estimated payments and benefits (in addition to accrued but unpaid base salary and bonus and vested benefits pursuant to the Company’s employee benefits plans) that would be provided upon termination or a change in control of the Company as of December 31, 2011 for Mr. Dunkerley. Mr. Dunkerley is bound by the terms of the noncompetition provisions of his employment agreement for a period of 12 months following the effective date of his termination of employment with the Company.

		Termination
Benefits and Payments		Without Cause, or For Good Reason(1)				Death				Disability(2)				Change in Control(3)
Lump Sum Payment		$	3,000,000			$	—			$	—			$	3,000,000
Performance/Incentive Bonus(4)			749,820				749,820				749,820				749,820
Stock Awards(5)			1,960,151				—				—				1,960,151
Insurance Proceeds			—				300,000				2,211,000				—
Insurance Premium Reimbursement (Life, Medical and AD&D)			18,936				—				—				18,936
Travel Benefits(6)			—				—				—				—
Tax Gross Up(7)			—				—				—				—
Total			5,728,907				1,049,820				2,960,820				5,728,907

Mr. Topping.

The following table describes and quantifies the estimated payments and benefits (in addition to accrued but unpaid base salary and bonus and vested benefits pursuant to the Company’s employee benefits plans) that would be provided upon termination or a change in control of the Company as of December 31, 2011 for Mr. Topping. Mr. Topping’s receipt of any severance payments below is subject to his execution and non-revocation of a general release and waiver of claims against the Company.

		Termination
Benefits and Payments		Without Cause or by Executive for Good Reason				Death				Disability				Termination without Cause or by Executive for Good Reason within 12 months after a Change in Control				Change in Control
Lump Sum Payment(1)		$	330,000			$	—			$	—			$	330,000			$	—
Performance/Incentive Bonus			—				—				—				—				—
Stock Options (Accelerated Vesting)			—				—				—				—				—
Stock Awards(2)			—				—				—				365,400				—
Insurance Proceeds(3)			—				—				2,200,000				—				—
Total			330,000				—				2,200,000				695,400				—

Under the Company’s stock option agreements, deferred stock unit award agreements and restricted stock unit award agreements with named executive officers (other than Mr. Dunkerley), a “Change in Control” means any of the following (a) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other than by an employee benefit plan or in certain restructurings or combinations that do not affect the effective control of the Company by the stockholders immediately prior thereto, of beneficial ownership (within the

meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the voting securities of the Company entitled to vote generally in the election of directors (the “Voting Securities”); (b) the occurrence of a reorganization, merger or consolidation, other than a reorganization, merger or consolidation with respect to which all or substantially all of the individuals and entities who were the beneficial owners, immediately prior to such reorganization, merger or consolidation, of the Common Stock and Voting Securities beneficially own, directly or indirectly, immediately after such reorganization, merger or consolidation 50% or more of the then outstanding common stock and voting securities (entitled to vote generally in the election of directors) of the corporation resulting from such reorganization, merger or consolidation in substantially the same proportions as their respective ownership, immediately prior to such reorganization, merger or consolidation, of the Common Stock and Voting Securities; (c) the occurrence of (i) a complete liquidation or substantial dissolution of the Company, or (ii) the sale or other disposition of all or substantially all of the assets of the Company, in each case other than to a subsidiary, wholly-owned, directly or indirectly, by the Company or to a holding company of which the Company is a direct or indirect wholly owned subsidiary prior to such transaction; or (d) during any period of twelve (12) consecutive months, the individuals at the beginning of any such period who constitute the Board and any new director (other than a director designated by a person or entity who has entered into an agreement with the Company or other person or entity to effect a transaction described above) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds ( 2/3) of the directors then still in office who either were directors at the beginning of any such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority of the Board.

Under the Company’s severance agreements and restricted stock unit award agreements with named executive officers (other than Mr. Dunkerley),“Good Reason” means (i) a material reduction of executive’s duties, authority or responsibilities, (ii) a material reduction by the Company in executive’s annual total target cash compensation (other than pursuant to a reduction applying generally to employees of the same corporate rank, or (iii) executive’s relocation to principal offices that are either not located in Oahu, Hawaii or not within 40 miles of Honolulu, Hawaii.

Mr. Ingram.

The following table describes and quantifies the estimated payments and benefits (in addition to accrued but unpaid base salary and bonus and vested benefits pursuant to the Company’s employee benefits plans) that would be provided upon termination or a change in control of the Company as of December 31, 2011 for Mr. Ingram. Mr. Ingram’s receipt of any severance payments below is subject to his execution and non-revocation of a general release and waiver of claims against the Company. Mr. Ingram is bound by the terms of the noncompetition provisions of his employment agreement for a period of 12 months following the effective date of his termination of employment with the Company.

		Termination
Benefits and Payments		Without Cause				Death				Disability				Termination without Cause or by Executive for Good Reason within 12 months after a Change in Control				Change in Control
Lump Sum Payment(1)		$	379,804			$	—			$	—			$	379,804			$	—
Performance/Incentive Bonus(2)			277,500				—				—				—				—
Stock Options (Accelerated Vesting)(3)			—				—				—				40,400				40,400
Stock Awards(4)			—				167,423				167,423				578,840				323,640
Insurance Proceeds(5)			—				—				2,552,000				—				—
Total			657,304				167,423				2,719,423				999,044				364,040

Ms. Falvey.

The following table describes and quantifies the estimated payments and benefits (in addition to accrued but unpaid base salary and bonus and vested benefits pursuant to the Company’s employee benefits plans) that would be provided upon termination or a change in control of the Company as of December 31, 2010 for Ms. Falvey. Ms. Falvey’s receipt of any severance payments below is subject to her execution and non-revocation of a general release and waiver of claims against the Company. Ms. Falvey is bound by the terms of the noncompetition provisions of her employment agreement for a period of 12 months following the effective date of her termination of employment with the Company.

		Termination
Benefits and Payments		Without Cause				Death				Disability				Termination without Cause or by Executive for Good Reason within 12 months after a Change in Control				Change in Control
Lump Sum Payment(1)		$	299,513			$	—			$	—			$	299,513			$	—
Performance/Incentive Bonus(2)			173,000				—				—				173,000				—
Stock Options (Accelerated Vesting)(3)			—				—				—				26,933				26,933
Stock Awards(4)			—				134,363				134,363				426,300				252,300
Insurance Proceeds(5)			—				—				1,584,000				—				—
Total			472,513				134,363				1,718,363				925,746				279,233

Mr. Nardello.

The following table describes and quantifies the estimated payments and benefits (in addition to accrued but unpaid base salary and bonus and vested benefits pursuant to the Company’s employee benefits plans) that would be provided upon termination or a change in control of the Company as of December 31, 2011 for Mr. Nardello. Mr. Nardello’s receipt of any severance payments below is subject to his execution and non-revocation of a general release and waiver of claims against the Company.

		Termination
Benefits and Payments		Without Cause or by Executive for Good Reason				Death				Disability				Termination without Cause or by Executive for Good Reason within 12 months after a Change in Control				Change in Control
Lump Sum Payment(1)		$	290,000			$	—			$	—			$	290,000			$	—
Performance/Incentive Bonus			—				—				—				—				—
Stock Options (Accelerated Vesting)(2)			—				—				—				26,933				26,933
Stock Awards(3)			—				152,923				152,923				454,140				280,140
Insurance Proceeds(4)			—				—				803,000				—				—
Total			290,000				152,923				955,923				771,073				307,073

Mr. Taniguchi.

The following table describes and quantifies the estimated payments and benefits (in addition to accrued but unpaid base salary and bonus and vested benefits pursuant to the Company’s employee benefits plans) that would be provided upon termination or a change in control of the Company as of December 31, 2011 for Mr. Taniguchi. Mr. Taniguchi’s receipt of any severance payments below is subject to his execution and non-revocation of a general release and waiver of claims against the Company.

		Termination
Benefits and Payments		Without Cause or by Executive for Good Reason				Death				Disability				Termination without Cause or by Executive for Good Reason within 12 months after a Change in Control				Change in Control
Base Salary(1)		$	290,000			$	—			$	—			$	290,000			$	—
Performance/Incentive Bonus			—				—				—				—				—
Stock Options (Accelerated Vesting)(2)			—				—				—				26,933				26,933
Stock Awards(3)			—				152,923				152,923				454,140				280,140
Insurance Proceeds(4)			—				—				132,000				—				—
Total			290,000				152,923				284,923				771,073				307,073

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, our Compensation Committee included Mr. Budge, Mr. Carty, Mr. Hershfield, Mr. Kobayashi, Ms. Rose and Mr. Zwern. No member of the Compensation Committee has at any time been an employee of ours, except for Mr. Hershfield who previously served as our President and Chief Executive Officer from June 14, 2004 through June 2, 2005. 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 26, 2012 (except as otherwise noted in the footnotes) of our Common Stock and Special Preferred 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 Special Preferred Stock, and for our directors, our named executive officers 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 or Special Preferred Stock as of March 26, 2012. The table is based on 51,064,437 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 as of March 26, 2012.

Name and Address of Beneficial Owner		Number of Shares of Common and Special Preferred Stock Beneficially Owned				Percent and Class of Common and Special Preferred Stock Beneficially Owned
Artisan Partners Holdings LP 875 East Wisconsin Avenue, Suite 800 Milwaukee, WI 53202			3,555,800(1)				6.96% of Common Stock
Whitebox Advisors, LLC 3033 Excelsior Boulevard, Suite 300 Minneapolis, MN 55416			3,327,619(2)				6.52% of Common Stock
BlackRock, Inc. 40 East 52nd Street New York, NY 10022			2,829,351(3)				5.54% of Common Stock
Canyon Capital Advisors LLC 2000 Avenue of the Stars, 11th Floor Los Angeles, CA 90067			2,622,423(4)				5.14% of Common Stock
International Association of Machinists and Aerospace Workers 1771 Commerce Drive, Ste. 103 Elk Grove, IL 60007 Attn: Rich Delaney			1				100% of Series B Special Preferred Stock (constituting 33.3% of all Special Preferred Stock)
Association of Flight Attendants 501 Third Street, N.W. Washington, DC 20001 Attn: Edward Gilmartin, Esq.			1				100% of Series C Special Preferred Stock (constituting 33.3% of all Special Preferred Stock)
Hawaiian Master Executive Council c/o Air Line Pilots Association 3375 Koapaka Street, Suite F-238-10 Honolulu, HI 96819 Attn: Master Chair, Hawaiian MEC			1				100% of Series D Special Preferred Stock (constituting 33.3% of all Special Preferred Stock)
Gregory S. Anderson**			36,268	(5)			Common Stock*
Brian E. Boyer**			11,925	(6)			Common Stock*
L. Todd Budge**			51,269	(7)			Common Stock*
Mark B. Dunkerley**			1,835,056	(8)			3.6% of Common Stock
Lawrence S. Hershfield**			1,061,447	(9)			2.1% of Common Stock
Randall L. Jenson**			931,336	(10)			1.8% of Common Stock