DEF 14A of United Airlines Holdings, Inc., Apr 15, 2021

DEF 14A of United Airlines Holdings, Inc.

Filed Apr 15, 2021 · FY20200001104659-21-050803

Open on EDGAR

  1. Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

    | | Page | | 2020 Director Compensation | 91 | | Cash Retainers for Board and Committee Service | 92 | | Equity Compensation | 93 | | Lead Director / Chairman of the Board | 93 | | Director Compensation Deferral Under the DEIP | 93 | | Stock Ownership Guidelines | 94 | | Travel Benefits | 94 | | Charitable Contributions | 94 | | Audit Committee Report | 95 | | Proposal No. 2: Ratification of the Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021 | 97 | | Independent Registered Public Accountants | 97 | | Audit Committee Pre-Approval Policy and Procedures | 97 | | Independent Registered Public Accounting Firm Fees | 98 | | Ratification of the Appointment of the Independent Registered Public Accounting Firm | 98 | | Proposal No. 3: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers | 100 | | Proposal No. 4: Approve the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan | 104 | | Proposal No. 5: Approve and Adopt an Amendment and Restatement of the Company’s Certificate of Incorporation to Preserve Certain Tax Benefits | 116 | | Proposal No. 6: Approve the Company’s Tax Benefits Preservation Plan | 122 | | Proposal No. 7: Stockholder Proposal Regarding Disclosure of Political Spending | 126 | | Statement in Opposition to Stockholder Proposal | 127 | | Proposal No. 8: Stockholder Proposal Regarding a Report on Climate-Related Lobbying Activities | 129 | | Statement in Opposition to Stockholder Proposal | 130 | | General Information About the Annual Meeting | 132 | | Submission of Stockholder Proposals for the 2022 Annual Meeting | 139 | | Householding | 139 | | Annual Report | 139 | | Other Business | 140 | | Appendix A: Reconciliation of Core Cash Burn | A-1 | | Appendix B: The 2021 Plan | B-1 | | Appendix C: Amended and Restated Certificate of Incorporation | C-1 | | Appendix D: Tax Benefits Preservation Plan | D-1 |

  2. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Investing in communities where our employees and customers live and work. United is committed to investing in the communities where its employees and customers live and work. In 2019, United launched “Miles on a Mission,” a first-of-its-kind crowdsourcing platform through which eligible non-profit organizations and charities can raise miles for their organizations’ travel needs and customers can donate miles. During the 2019-2020 timeframe, United customers donated more than 52 million miles, and United donated an additional 15.5 million miles, totaling over 67 million miles for the Miles on a Mission program. Additionally, United employee-volunteers supported projects both in their local communities as well as projects on a global scale. Since 2017, United employees have assembled more than one million meal kits distributed to over 10 countries around the world in partnership with Rise Against Hunger. In 2019, United employees contributed more than 107,000 volunteer service hours to Company-sponsored community outreach projects and to other organizations of their choice. Lifting communities impacted by disaster. United is committed to supporting communities impacted by disaster. Since 2013, United and its employees and customers have raised nearly $10 million and shipped more than one million pounds of relief supplies to impacted areas. In 2019, United donated $1.6 million to Feeding America and regional foodbanks in support of families who needed assistance due to loss of income resulting from the federal government shutdown. The Company also contributed $165,000 in direct donations to funds that aided those impacted by the California wildfires and worked with the American Red Cross to provide approximately 5,000 blankets to shelters across the state of California. In January 2020, the Company donated $250,000 toward the Ellen DeGeneres Show’s campaign to raise $5 million to aid in relief efforts for the Australian wildfires and matched $50,000 in donations to the Australian Wildfire Relief Fund created by Global Giving’s Disaster Recovery Network. Throughout the COVID-19 pandemic crisis, we have supported the communities where our employees and customers live and work. As part of our efforts, we provided free round-trip flights for doctors, nurses and other medical professionals traveling to New York City, New Jersey, California and Guam. In New York City, we partnered with the Mayor’s Fund to Advance New York City and a network of medical volunteer organizations, including The Society of Critical Care Medicine, to coordinate travel. We also worked with local government agencies and their non-profit partners to ensure qualified medical professionals had the proper housing and transportation to enable them to effectively offer their services. Additionally, we collaborated with a network of professional medical volunteer organizations to help enlist volunteers. Breaking down barriers and promoting inclusion. At United, caring is at our core and we strive to create a true sense of human connection to demonstrate we value the diversity and unique needs of every individual. United has a global partnership with Special Olympics and shares Special Olympics’ mission of creating a world where all are included and given the chance to participate. Since 2017, United employees have spent more than 12,000 hours volunteering with Special Olympics. Inspiring the next generation of leaders. United is committed to inspiring future generations of aviation leaders by supporting K-12 STEM education, college preparation, career readiness and workforce development. As the official airline of Global Glimpse, United provides transportation to more than 1,000 students and their teachers to participate in service-learning trips to Ecuador, Panama and the Dominican Republic each summer. In 2019, for Girls in Aviation Day, United hosted more than 500 girls from diverse backgrounds at 14 locations around the world to encourage their excitement and interest in aviation. Also, in 2019, United sponsored 43 primary and middle school educators from the Company’s hub markets to participate in Air Camp’s four-day professional development program for teachers, inspiring them to confidently incorporate aviation and STEM concepts into their classrooms, which will potentially reach up to 170,000 students annually. Flying toward a more sustainable future. In support of the Company’s environmental sustainability initiatives, United engages in projects designed to reduce landfill waste and support those in need. United is proud to be the first airline to partner with Clean the World, an organization that works to prevent millions of hygiene-related deaths each year. Through the Company’s partnership with Clean the World, United collects approximately 50,000 pounds of unused premium cabin amenity kits annually and recycles the products in them to support disaster relief, homeless shelters and aid organizations around the world. Corporate Responsibility Report We believe these actions summarized above play an important role in ensuring we operate an environmentally and socially responsible business. To learn more about our initiatives with respect to environmental

  3. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  4. Executive Compensation Governance (See “Executive Compensation” on page 38)

    sustainability, diversity, equity and inclusion, community engagement and human rights, we invite you to review our Corporate Responsibility Report, which is available on the Company’s website at crreport.united.com. We are not incorporating by reference into this proxy statement the information on this website. Director Nominee Skills and Experience Highlights Director Nominee Key Attributes

  5. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Tenure | Age | Diversity | | | | |

  6. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | 10 of 13 Director Nominees are independent (including 10 of 11 Director Nominees to be elected by holders of our Common Stock) |

  7. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | 2021 Proxy Statement | | 9 |

  8. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Our Director Nominees (See “Proposal No. 1: Election of Directors” on page 11)

  9. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Director | Age | Director Since | Principal Occupation | Other Current Public Boards | Independent | Current Committee Membership | | Directors to be Elected by the Holders of Common Stock | | | | | | | | Carolyn Corvi | 69 | 2010 | Former VP and General Manager, The Boeing Company | 2 | ✓ | • Finance Committee (Chair) • Compensation • Executive Committee | | Barney Harford | 49 | 2016 | Former Chief Operating Officer, Uber Technologies, Inc. | — | ✓ | • Audit • Finance • Public Responsibility | | Michele J. Hooper | 69 | 2018 | President and CEO, The Directors’ Council | 2 | ✓ | • Audit (Chair) • Executive • Nominating/Governance | | Walter Isaacson | 68 | 2006 | Advisory Partner, Perella Weinberg Partners | — | ✓ | • Public Responsibility (Chair) • Executive • Nominating/Governance | | James A. C. Kennedy | 67 | 2016 | Former President and CEO, T. Rowe Price Group, Inc. | 1 | ✓ | • Compensation • Finance | | J. Scott Kirby | 53 | 2020 | CEO, United Airlines Holdings, Inc. | — | CEO | • Executive • Finance | | Edward M. Philip | 55 | 2016 | Former COO, Partners in Health | 3 | ✓ | • Nominating/Governance (Chair) • Audit • Executive | | Edward L. Shapiro | 56 | 2016 | Former Managing Partner, PAR Capital Management, Inc. | — | ✓ | • Finance • Nominating/Governance • Public Responsibility | | David J. Vitale | 74 | 2006 | Former Chairman, Urban Partnership Bank | — | ✓ | • Audit • Compensation • Finance | | Laysha Ward | 53 | 2021 | Executive Vice President, Chief External Engagement Officer, Target Corporation | 1 | ✓ | None | | James M. Whitehurst | 53 | 2016 | President, International Business Machines Corporation | — | ✓ | • Compensation (Chair) • Executive • Nominating/Governance | | Directors to be Elected by the Holders of Other Classes of Stock | | | | | | | | Todd M. Insler | 52 | 2016 | Master Executive Council Chairman, United Airline Pilots Master Executive Council of ALPA | — | | • Public Responsibility | | Sito J. Pantoja | 64 | 2016 | General Vice President, IAM Transportation Department | — | | • Public Responsibility |

  10. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | 10 | | 2021 Proxy Statement |

  11. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Proposal No. 1: Election of Directors The Nominating/Governance Committee has recommended to the Board, and the Board has unanimously nominated, the individuals named below for election as directors at the Annual Meeting to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, resignation or removal. Each of the nominees currently serves as a director of the Company. There is no family relationship between any of the nominees or between any nominee and any executive officer of the Company. Oscar Munoz will not stand for reelection to the Board at the Annual Meeting and will retire from the Board at the end of his current term as a director. The Company thanks Mr. Munoz for his service on the Board and to the Company. As further detailed below, at the Annual Meeting, 11 directors are nominated for election by the holders of our common stock, $0.01 par value per share (“Common Stock”), and two directors will be elected by the holders of our other classes of stock. Immediately after the Annual Meeting, the size of the Board will be reduced to 13. Shares represented by properly executed proxy cards will be voted, except where directed otherwise, FOR the election of each of the 11 nominees to be elected by the holders of our Common Stock. In the event that any nominee is unable to serve or for good cause will not serve, such shares will be voted FOR the election of such substitute nominee as the Board may propose. Each of the nominees has agreed to serve if elected, and management has no reason to believe that any of the nominees will be unable to serve. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED BELOW, WHICH IS DESIGNATED AS PROPOSAL NO. 1. Director Qualifications Set forth on the following pages is biographical and other information about each nominee for election as a director. This information includes, but is not limited to, the business experience and directorships on the boards of public companies and registered investment companies held by each nominee during at least the past five years. This information also includes a discussion of the specific experience, qualifications, attributes and skills of each nominee that led to the Board’s determination that such nominee is qualified and should serve as a director. In addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills, the Board believes that all of the nominees have demonstrated certain common attributes that the Board would generally expect any director nominee to possess. Those common attributes include an appropriate level of business, government or professional acumen, the capacity for strategic and critical thinking, leadership capabilities, a reputation for integrity and ethical conduct and an ability to work collaboratively. Please see “Corporate Governance—Nominations for Directors” below for further discussion of the criteria considered by the Nominating/Governance Committee when identifying director nominees.

  12. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | 2021 Proxy Statement | | 11 |

  13. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Directors to be Elected by the Holders of Common Stock Eleven directors are to be elected by the holders of Common Stock. Each current director has served continuously since the date of his or her appointment. Carolyn Corvi

  14. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Independent Age: 69 Director Since: 2010 Committees: Finance (Chair), Compensation and Executive | Select Business Experience: • Vice President and General Manager, Airplane Programs, Commercial Airplanes of Boeing Commercial Airplanes (commercial jet aircraft segment) of The Boeing Company (“Boeing”) (2005-2008) • Various other positions with Boeing for 34 years, including Vice President and General Manager of 737/757 Programs, Vice President of Aircraft Systems and Interiors, Vice President of the Propulsion Systems Division, Director of Quality Assurance for the Fabrication Division and Director of Program Management for 737/757 Programs Current Public Company Directorships: • Allegheny Technologies Incorporated (2012-present) • Hyster-Yale Materials Handling, Inc. (2012-present) Past Public Company Directorships: • Goodrich Corporation (2009-2012) • Continental Airlines, Inc. (“Continental”) (2009-2010) Other Experience and Qualifications: Ms. Corvi provides extensive management expertise to the Board, having served in key management and operational oversight roles for Boeing during her 34 years of service. She also brings an expertise with respect to the manufacturing of commercial aircraft, which she developed through her management of commercial airplane production for Boeing as Vice President and General Manager, Airplane Programs, Commercial Airplanes, Vice President and General Manager of 737/757 Programs, Vice President of Aircraft Systems and Interiors, Vice President of the Propulsion Systems Division, and in the other positions indicated above. Ms. Corvi brings financial expertise to the Finance Committee function of the Board through her previous service on the Audit Committees of Continental and Goodrich Corporation and her current service on the Audit Committee of Hyster-Yale Materials Handling, Inc. Her service on the Continental board of directors provided her with valuable experience in the airline industry. |

  15. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  16. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Barney Harford

  17. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Independent Age: 49 Director Since: 2016 Committees: Audit, Finance and Public Responsibility | Select Business Experience: • Chief Operating Officer of Uber Technologies, Inc. (“Uber”) (2018-2019) • Chief Executive Officer of Orbitz Worldwide, Inc. (online travel company) (2009-2015) • Multiple roles at Expedia, Inc. (online travel company) (1999-2006), including President of Expedia Asia Pacific (2004-2006) Past Public Company Directorships: • Orbitz Worldwide, Inc. (2009-2015) • eLong, Inc. (2004-2008) Other Experience and Qualifications: Mr. Harford brings travel industry and ecommerce insight, combined with a successful track record deploying large technology teams, having served as Chief Executive Officer of Orbitz Worldwide, Inc. He also provides experience with international markets, in particular the Asia Pacific region, having led Expedia’s entry into China, Australia and Japan. Mr. Harford also brings valuable strategy and operational experience to the Board, having served as Chief Operating Officer of Uber, where he was responsible for Uber’s global ridesharing strategy, operations, marketing and customer support and Uber Eats (Uber’s food-delivery business). He previously served on the board of directors of Lola (2016-2017), LiquidPlanner, Inc., (2007-2017), Crystal Orange Hotel Group (formerly Mandarin Holdings) (2009-2012) and GlobalEnglish Corporation (2008-2011). |

  18. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Michele J. Hooper

  19. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Independent Age: 69 Director Since: 2018 Committees: Audit (Chair), Executive and Nominating/Governance | Select Business Experience: • President and Chief Executive Officer, The Directors’ Council (consulting firm that works with corporate boards to increase their independence, effectiveness and diversity) (2013-present) • President and Chief Executive Officer, Voyager Expanded Learning (developer and provider of learning programs and teacher training in public schools) (1999-2000) • President and Chief Executive Officer, Stadtlander Drug Company (provider of disease-specific pharmaceutical care) (1998-1999) Current Public Company Directorships: • UnitedHealth Group, Inc. (2007-present) Past Public Company Directorships: • PPG Industries, Inc. (1997-2020) • AstraZeneca PLC (2003-2012) • Warner Music Group Corporation (2006-2011) Other Experience and Qualifications: Ms. Hooper provides extensive corporate governance expertise to the Board and, as President and Chief Executive Officer of The Directors’ Council, has consulted with major companies to enhance the effectiveness of their corporate governance. Ms. Hooper has significant public company audit committee experience, with over 20 years of experience chairing audit committees at PPG Industries, Inc., AstraZeneca PLC, Warner Music Group Corporation and Target Corporation. Ms. Hooper’s corporate governance and accounting experience, along with her experience as a senior executive at a range of companies, provides the Board with a unique set of skills that enhances the Board’s leadership and oversight capabilities. |

  20. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  21. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Walter Isaacson

  22. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Independent Age: 68 Director Since: 2006 Committees: Public Responsibility (Chair), Executive and Nominating/ Governance | Select Business Experience: • Advisory Partner, Perella Weinberg Partners (a financial services firm) (2017-present) • President and Chief Executive Officer of The Aspen Institute (international education and leadership institute) (2003-2018) • Chairman and Chief Executive Officer of CNN (2001-2003) Past Public Company Directorships: • CNN (2001-2003) (Chairman) Other Experience and Qualifications: Mr. Isaacson provides valuable business operations expertise and extensive management knowledge, having served as President and Chief Executive Officer of The Aspen Institute. Prior to that position, he gained leadership experience and strategic development and implementation skills as Chairman and Chief Executive Officer of CNN. Mr. Isaacson has also served as the editor of Time Magazine. In 2009, Mr. Isaacson was appointed by President Obama to be Chairman of the Broadcasting Board of Governors, which runs international broadcasts for the U.S. government. He served in this role until January 2012. Through his various professional positions, Mr. Isaacson has gained experience in a broad range of industries, including education, economics, communications and broadcasting. |

  23. Executive Compensation Governance (See “Executive Compensation” on page 38)

    James A. C. Kennedy

  24. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Independent Age: 67 Director Since: 2016 Committees: Compensation and Finance | Select Business Experience: • President and Chief Executive Officer of T. Rowe Price Group, Inc. (“T. Rowe Price”) (global investment management organization) (2007-2015) • Various other roles at T. Rowe Price throughout his tenure from 1978 to 2016 Current Public Company Directorships: • Columbia Care Inc. (2019-present) Past Public Company Directorships: • T. Rowe Price (1996-2016) Other Experience and Qualifications: Mr. Kennedy brings to the Board a stockholders’ perspective and his expertise in management, finance and leadership, particularly as a result of his tenure as President and Chief Executive Officer of T. Rowe Price, a global investment management organization which provides mutual fund, sub-advisory and institutional asset management. Prior to his appointment as President and Chief Executive Officer of T. Rowe Price, Mr. Kennedy served in roles of increasing responsibility at T. Rowe Price since 1978, including equity analysis (1978-1987), Director of Equity Research (1987-1999), and Head of U.S. Equities (1997-2006). Mr. Kennedy also brings executive compensation experience to the Board, having been involved in management compensation since 1987, and served as the Chairman of the Management Compensation Committee at T. Rowe Price for nine years. |

  25. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  26. Executive Compensation Governance (See “Executive Compensation” on page 38)

    J. Scott Kirby

  27. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Age: 53 Director Since: 2020 Committees: Executive and Finance | Select Business Experience: • Chief Executive Officer of the Company (May 2020-present) • President of the Company (August 2016-May 2020) • President of American Airlines Group and American Airlines, Inc. (2013-August 2016) • President of US Airways (2006-2013) Other Experience and Qualifications: As our Chief Executive Officer, Mr. Kirby is responsible for the Company’s business and ongoing operations and management’s efforts to implement the strategic priorities identified by the Board. Mr. Kirby has been instrumental in the development and implementation both of the Company’s strategic growth plan and its core4 culture. Having served as President of the Company from August 2016 to May 2020, Mr. Kirby has key expertise in the Company’s operations, marketing, sales, alliances, network planning and revenue management, among other items. He also has extensive airline industry experience, having served as President of American Airlines Group and American Airlines, Inc. from 2013 to August 2016, as President of US Airways from October 2006 to December 2013 and in other significant leadership roles at US Airways and at America West prior to the 2005 merger of those carriers, including as Executive Vice President, Sales and Marketing (2001-2006); Senior Vice President, e-business (2000-2001); Vice President, Revenue Management (1998-2000); Vice President, Planning (1997-1998); and Senior Director, Scheduling and Planning (1995-1998). Prior to joining America West, Mr. Kirby worked for American Airlines Decision Technologies and at the Pentagon. |

  28. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Edward M. Philip

  29. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Independent Age: 55 Director Since: 2016 Committees: Nominating/Governance (Chair), Audit and Executive | Select Business Experience: • Chief Operating Officer of Partners in Health (non-profit healthcare organization) (2013-2017) • Co-Founder and Managing General Partner of Highland Consumer Fund (2006-2013) • President and Chief Executive Officer of Decision Matrix Group (research and consulting firm) (2004-2005) • President, COO and CFO of Lycos, Inc. (1996-2000) • Vice President of Finance of The Walt Disney Company (1991-1995) Current Public Company Directorships: • Hasbro, Inc. (2002-present) • BRP Inc. (2005-present) • Experience Investment Corp. (2019-present) Other Experience and Qualifications: Mr. Philip brings to the Board nearly three decades of leadership across the technology, health care and financial services sectors. Mr. Philip was also one of the founding members of the internet search company, Lycos, Inc. During his tenure with Lycos, Mr. Philip held the positions of President, Chief Operating Officer and Chief Financial Officer at different times. Prior to joining Lycos, he spent time as the Vice President of Finance for The Walt Disney Company and a number of years in investment banking. |

  30. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  31. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Edward L. Shapiro

  32. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Independent Age: 56 Director Since: 2016 Committees: Finance, Nominating/ Governance and Public Responsibility | Select Business Experience: • Managing Partner of PAR Capital Management, Inc. (“PAR”) (investment management firm) (1999-2016) • Portfolio Manager, PAR (1997-2016) Past Public Company Directorships: • Global Eagle Entertainment, Inc. (2013-2019) Other Experience and Qualifications: Mr. Shapiro brings to the Board financial expertise and an investor’s perspective, having served in various capacities at PAR, an investment management firm specializing in investments in travel, media and internet-related companies, from 1997 to 2016. Mr. Shapiro served as Chairman of Global Eagle Entertainment, Inc., a provider of a wide range of connectivity solutions, including portable entertainment solutions, from 2013 to March 2018, and served as lead independent director from March 2018 to June 2019. |

  33. Executive Compensation Governance (See “Executive Compensation” on page 38)

    David J. Vitale

  34. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Independent Age: 74 Director Since: 2006 Committees: Audit, Compensation and Finance | Select Business Experience: • Former Chairman of the Urban Partnership Bank (2010-January 2019) • Chairman of Duff & Phelps Global Utility Income Fund (2011-present), DNP Select Income Fund, Inc. (2009-present), DTF Tax-Free Income Inc. (2015-present) and Duff & Phelps Utility and Corporate Bond Trust (2015-present) (investment companies) • President, Chicago Board of Education (education) (2011-2015) • Senior Advisor to the Chief Executive Officer of the Chicago Public Schools (education) (2007-2008) • Chief Administrative Officer of the Chicago Public Schools (2003-2007) Current Registered Investment Company Directorships: • Duff & Phelps Global Utility Income Fund (2011-present) • DTF Tax-Free Income Inc. (2005-present) • Duff & Phelps Utility and Corporate Bond Trust (2005-present) • DNP Select Income Fund, Inc. (2000-present) Past Public Company Directorships: • Alion Science & Technology Corporation (2009-2014) Other Experience and Qualifications: Mr. Vitale provides valuable financial and management expertise to the Board through many years of experience in significant business roles. Mr. Vitale previously served as the Chairman of the Urban Partnership Bank and as President of the Chicago Board of Education, where he was responsible for governance, organizational and financial oversight of the Chicago Public Schools. Mr. Vitale has acted both as Chief Administrative Officer of the Chicago Public Schools and Senior Advisor to the Chief Executive Officer of the Chicago Public Schools, where he provided oversight for all educational departments, including finance, operations, human resources, technology and |

  35. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  36. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | procurement. He brings to the Board expertise on the audit committee function, having served on the Audit Committee of Alion Science & Technology Corporation. He brings additional leadership experience to the Board by serving as Chairman of Duff & Phelps Global Utility Income Fund, DNP Select Income Fund, Inc., DTF Tax-Free Income Inc. and Duff & Phelps Utility and Corporate Bond Trust. Through his extensive professional roles, Mr. Vitale gained experience in a number of industries, including education, banking, financial services and investment management. |

  37. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Laysha Ward

  38. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Independent Age: 53 Director Since: 2021 | Select Business Experience: • Executive Vice President, Chief External Engagement Officer, Target Corporation (“Target”) (American retail corporation) (2017-present) • Executive Vice President, Chief Corporate Social Responsibility Officer, Target (2015-2017) • President, Community Relations and Target Foundation (2008-2015) Current Public Company Directorships: • Denny’s Corporation (2010-present) Other Experience and Qualifications: Ms. Ward provides valuable business and corporate responsibility expertise, having served as a C-Suite executive with nearly 30 years of experience at Target Corporation, including currently as the Executive Vice President, Chief External Engagement Officer since 2017. In her current role, Ms. Ward oversees Target’s enterprise-wide approach to engage and deepen relationships with cross-sector stakeholders to drive positive business and community impact. Prior to her current role, Ms. Ward served as Executive Vice President, Chief Corporate Social Responsibility Officer from 2015 to 2017 and President, Community Relations and Target Foundation from 2008-2015. Ms. Ward brings expertise in consumer industries in her role at Target and having served on the Board of Directors of Denny’s Corporation since 2010. Ms. Ward also brings expertise in Environmental, Social and Governance (ESG) matters. |

  39. Executive Compensation Governance (See “Executive Compensation” on page 38)

    James M. Whitehurst

  40. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Independent Age: 53 Director Since: 2016 Committees: Compensation (Chair), Executive and Nominating/ | Select Business Experience: • President, International Business Machines Corporation (“IBM”) (April 2020-present) • Senior Vice President, IBM and Chief Executive Officer of Red Hat, Inc. (“Red Hat”) (provider of open source enterprise IT products and services) (2019-April 2020) • President and Chief Executive Officer of Red Hat (2008-2019) • Chief Operating Officer of Delta Air Lines, Inc. (“Delta”) (2005-2007) • Chief Network and Planning Officer of Delta (2004-2005) • Senior Vice President—Finance, Treasury and Business Development of Delta (2002-2004) Past Public Company Directorships: • Red Hat (2008-2019) • SecureWorks Corp. (2016-2019) • DigitalGlobe, Inc. (2009-2016) |

  41. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  42. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Governance | Other Experience and Qualifications: Mr. Whitehurst provides valuable business expertise in addition to airline industry knowledge to the Board. Prior to IBM and Red Hat, Mr. Whitehurst spent six years at Delta, where he managed airline operations and drove significant international expansion as Chief Operating Officer. Mr. Whitehurst helped put Delta back on firm footing as it emerged from bankruptcy in 2007. Before Delta, he held several corporate development leadership roles at The Boston Consulting Group, with clients across a wide range of industries. |

  43. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Directors to be Elected by the Holders of Other Classes of Stock The following classes of directors are to be elected by the holders of certain classes of our stock other than Common Stock. THE HOLDERS OF COMMON STOCK DO NOT VOTE ON THE ELECTION OF THE FOLLOWING DIRECTORS. Each nominee was previously elected or appointed by the holder of the applicable class of our preferred stock and has served continuously as a director since the date of his first election or appointment. If a nominee unexpectedly becomes unavailable before election, or we are notified that a substitute nominee has been selected, votes will be cast pursuant to the authority granted by the proxies from the respective holder(s) for the person who may be designated as a substitute nominee. ALPA Director—Elected by the Holder of Class Pilot MEC Junior Preferred Stock One director (the “ALPA director”) is to be elected by the holder of our Class Pilot MEC Junior Preferred Stock, the United Airlines Pilots Master Executive Council of Air Line Pilots Association, International (the “ALPA MEC”). The ALPA MEC has nominated and intends to elect Todd M. Insler as the ALPA director. The Board has recommended that the ALPA MEC vote FOR Captain Insler. Captain Insler is a current employee of the Company. His compensation for his role as a United pilot is determined under the collective bargaining agreement between United and the Air Line Pilots Association (“ALPA”). Captain Insler does not receive any cash or equity compensation for his service as the ALPA director.

  44. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  45. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Todd M. Insler

  46. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Age: 52 Director Since: 2016 Committees: Public Responsibility | Select Business Experience: • Master Executive Council Chairman of ALPA MEC (2016-present) • Captain, United Boeing 767 (2015-present) • Captain, Airbus A320 Aircraft (2010-2015) Other Experience and Qualifications: Captain Insler provides valuable management expertise and knowledge of aviation and airline services to the Board. Captain Insler has served in key labor union management positions within ALPA, including Chairman of the MEC Grievance Committee, member of the United Pilots’ System Board of Adjustment and member of the ALPA National Information Technology Advisory Committee. In addition, Captain Insler has served as a captain for Boeing 767 aircraft since October 2015 and previously as a captain for Airbus A320 aircraft. |

  47. Executive Compensation Governance (See “Executive Compensation” on page 38)

    IAM Director—Elected by the Holder of Class IAM Junior Preferred Stock One director (the “IAM director”) is to be elected by the holder of our Class IAM Junior Preferred Stock, the International Association of Machinists and Aerospace Workers (the “IAM”). The IAM has nominated and intends to elect Sito J. Pantoja as the IAM director. The Board has recommended that the IAM vote FOR Mr. Pantoja. Sito J. Pantoja

  48. Executive Compensation Governance (See “Executive Compensation” on page 38)

    | Age: 64 Director Since: 2016 Committees: Public Responsibility | Select Business Experience: • General Vice President of the IAM Transportation Department (2012-present) • IAM Transportation Department Chief of Staff (2005-2012) Other Experience and Qualifications: Mr. Pantoja provides valuable management expertise and knowledge of aviation and airline services to the Board. In addition to his current position, Mr. Pantoja has served in key labor union management positions such as the IAM’s representative to the Federal Aviation Administration’s Rulemaking Advisory Committee and as a board member of the Guide Dogs of America. |

  49. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  50. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Corporate Governance We are committed to high standards of corporate governance and to conducting our business ethically and with integrity and professionalism. In furtherance of these commitments, the Board has adopted Corporate Governance Guidelines developed and recommended by the Nominating/Governance Committee, which are available on the Company’s website, ir.united.com, by following the link “Corporate Governance” and selecting “Corporate Governance Guidelines” under the heading “Governance Documents.” Corporate Governance Guidelines The Nominating/Governance Committee monitors developments in laws, regulations and best practices relating to corporate governance and periodically recommends to the Board the adoption of amendments to the Corporate Governance Guidelines to reflect those developments. The current Corporate Governance Guidelines provide for the governance practices described below. Independence. Our Corporate Governance Guidelines require that a majority of the Board be “independent” under the criteria for independence established by the rules of the Nasdaq Stock Market LLC (the “Nasdaq Listing Rules”) and any other applicable rules or regulations, and the Board has adopted categorical standards to assist it in determining whether a director has any direct or indirect material relationship with the Company. Please see “Director Independence” below for a discussion of the Board’s independence determinations. Limitation on Board Service. None of our directors is permitted to serve on the board of directors of more than four other public companies. In addition, no director who is an active chief executive officer or the equivalent of another public company is permitted to serve on the boards of more than two other public companies. No member of the Company’s management is permitted to serve on the board of directors of another company if an independent director of the Company serves as the chairman, chief executive officer or president of such other company. Retirement Age for Directors. No candidate is eligible for election or reelection as a director if at the time of such election he or she is 75 or more years of age, unless the Board affirmatively determines otherwise. Changes in Business or Professional Affiliations or Responsibilities. If a director experiences a substantial change in his or her principal business or professional affiliations or responsibilities during his or her term on the Board, the director is required to volunteer to resign from the Board. The Board, through the Nominating/Governance Committee (excluding the director who volunteered to resign, if a member of the Nominating/Governance Committee), will have the opportunity to review the continued appropriateness of the director’s Board membership under the particular circumstances and shall determine whether to accept such resignation. Conflicts of Interest. Our Corporate Governance Guidelines require any director with a potential conflict of interest to disclose the matter to the Chairman of the Board and the Lead Director (if appointed at the time, as defined below) before any decision is made related to the matter. If the Chairman of the Board and the Lead Director, in consultation with legal counsel, determine that a conflict exists, or that the perception of a conflict is likely to be significant, then the director is obligated to recuse himself or herself from any discussion or vote related to the matter. Directors are also required to comply with the conflicts of interest policy set forth in the Company’s Code of Ethics and Business Conduct, which is available on the Company’s website, ir.united.com, by following the link “Corporate Governance” and selecting “Code of Ethics and Business Conduct” under the heading “Governance Documents.” Lead Director. Pursuant to our Corporate Governance Guidelines, in the event that the Chairman of the Board is not an independent director, the independent directors may designate a lead director from among

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  52. Executive Compensation Governance (See “Executive Compensation” on page 38)

    the independent directors (the “Lead Director”). If the independent directors do not designate a Lead Director, then the Chairman of the Nominating/Governance Committee will become the Lead Director on an ex officio basis. Following the 2020 annual meeting of stockholders, (the “2020 Annual Meeting"), Mr. Philip became the Lead Director of the Board when Mr. Munoz assumed the role of Executive Chairman following his transition from the role of Chief Executive Officer. The Lead Director’s responsibilities include, but are not limited to, the following: consulting with the Chairman of the Board to determine the agenda for Board meetings; presiding at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors; serving as liaison between the Chairman of the Board and the independent directors; approving information sent to the Board; approving meeting agendas for the Board; approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; having the authority to call meetings of the independent directors; coordinating the agenda for moderating sessions of the Board’s independent directors; assisting the Board in assuring compliance with and implementation of the Corporate Governance Guidelines; and, if requested by major stockholders, ensuring that he or she is available for consultation and direct communication. Annual Performance Evaluation of the Board. The Nominating/Governance Committee develops, recommends to the Board and coordinates the annual performance evaluation of the Board to determine whether the Board is functioning effectively and meeting its objectives and goals. Each of the Audit Committee, Compensation Committee, Executive Committee, Finance Committee, Nominating/Governance Committee and the Public Responsibility Committee separately perform annual self-evaluations. The collective evaluation results are reported by the committee chair to the full committee for discussion. In addition, the Nominating/Governance Committee periodically performs an evaluation of each director’s individual performance. Annual Meeting Attendance. Our directors are expected to attend each annual meeting of stockholders absent exceptional reasons. All of our incumbent directors attended the 2020 Annual Meeting, with the exception of Ms. Ward, who joined the Board in February 2021. Bylaws, Committee Charters and Other Policies In addition to those practices established by our Corporate Governance Guidelines, our Amended and Restated Bylaws (the “Bylaws”), the charters of the Board committees and our other Company policies provide for the following significant corporate governance practices: • All of the members of the Board are elected annually by our stockholders. • The Board and each of its committees have the authority to retain outside consultants or advisers at the Company’s expense as the directors deem necessary or appropriate. Our stockholders have the right to submit director nominees to the Board to be included in the Company’s annual proxy statement, known as “proxy access.” Stockholders are eligible to use proxy access if they (individually or together with a group of up to 20 stockholders) own 3% or more of the Company’s capital stock entitled to vote in the election of directors. In addition, such stockholder (or group) must have owned such stock continuously for at least three years. Our proxy access allows any eligible stockholder (or group) to nominate director candidates constituting up to the greater of two or 20% of the Board elected by the holders of Common Stock (subject to reduction in certain circumstances), provided that the stockholder (or group) and each nominee satisfy the requirements specified in the Bylaws.

  53. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  54. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Prohibition on Hedging and Pledging Under our securities trading policy, our officers, directors and certain other management employees are prohibited from engaging in speculative and derivative trading, short-selling, or otherwise hedging our securities. This restriction includes the purchase and sale of puts, calls, warrants, options, forward-sale contracts, prepaid collars and similar derivative instruments. Our officers, directors and certain other management employees are also prohibited from pledging our securities. Director Independence In connection with the annual determination of director independence, the Board has adopted the following categorical standards as part of the Corporate Governance Guidelines to assist the Board in determining whether a director has any direct or indirect material relationship with the Company. Under the categorical standards adopted by the Board, a director is not independent if: • The director is, or at any time during the past three years was, employed by the Company. • The director accepted or has a family member who accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the determination of independence, other than the following: • compensation for Board or Board committee service; • compensation paid to a family member who is an employee (other than an executive officer) of the Company; or • benefits under a tax-qualified retirement plan, or non-discretionary compensation. • The director is a family member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer. • The director is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: • payments arising solely from investments in the Company’s securities; or • payments under non-discretionary charitable contribution matching programs. • The director is, or has a family member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the Company serve on the compensation committee of such other entity. The director is, or has a family member who is, a current partner of the Company’s outside auditor, or was a partner or employee of the Company’s outside auditor who worked on the Company’s audit at any time during any of the past three years.

  55. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  56. Executive Compensation Governance (See “Executive Compensation” on page 38)

    The Board considers the purchase of the Company’s air carrier services in the ordinary course by the employer of any director who is actively employed to be immaterial in amount and significance to the Company, and therefore, do not preclude a finding of independence for such director. For purposes of these categorical standards, (i) a “family member” of a director includes a director’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home, and (ii) the “Company” means United Airlines Holdings, Inc. and its direct and indirect subsidiaries. In connection with the determination of director independence, the Nominating/Governance Committee reviewed the categorical standards adopted by the Board together with the Nasdaq Listing Rules and other applicable legal requirements. The Nominating/Governance Committee also reviewed information compiled from the responses to questionnaires completed by each of the directors, information derived from the Company’s corporate and financial records and information available from public records. Consistent with the recommendation of the Nominating/Governance Committee, the Board has applied these independence tests and standards to each of the current directors and nominees for director. The Board has affirmatively determined that each of Mses. Corvi, Hooper and Ward, and Messrs. Harford, Isaacson, Kennedy, Philip, Shapiro, Vitale and Whitehurst qualifies as “independent” under the applicable independence tests and standards. Messrs. Kirby, Munoz and Pantoja and Captain Insler do not qualify as “independent” under the applicable tests and standards. Messrs. Kirby and Munoz are not independent because they are employees of the Company. Captain Insler is not independent because he is an employee of United Airlines. Mr. Pantoja is not independent because he is affiliated with the IAM, a union that represents certain of the Company’s employees. Please see “Proposal No. 1: Election of Directors” above for a list of all nominees, together with biographical summaries for the nominees, including each individual’s business experience, directorships and other qualifications. Majority Voting; Resignation Policy The Bylaws and the Corporate Governance Guidelines provide that directors will be elected by a majority of votes cast in uncontested elections and a plurality vote in contested elections. When a majority vote standard applies, the Corporate Governance Guidelines require any incumbent director who fails to receive a majority of the votes cast in an uncontested election to tender his or her resignation to the Board promptly following certification of the stockholders’ vote. The Nominating/Governance Committee will consider the tendered resignation, and recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The Board is expected to act on the recommendation within 120 days following certification of the stockholders’ vote and will promptly disclose its decision regarding whether to accept the director’s resignation offer through a press release, a Current Report on Form 8-K, or other means of public disclosure deemed appropriate. The director who tenders his or her resignation will not participate in the recommendation of the Nominating/Governance Committee or the decision of the Board with respect to his or her resignation. Board Meetings The Board meets regularly on previously determined dates, and special meetings are scheduled when required. The Board held 17 meetings in 2020. During 2020, each of the incumbent directors attended at least 75% of the total number of meetings of the Board and each committee of which he or she was a member. As indicated above under “Corporate Governance Guidelines—Annual Meeting Attendance,” our directors are also expected to attend each annual meeting of stockholders absent exceptional reasons.

  57. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  58. Executive Compensation Governance (See “Executive Compensation” on page 38)

    Executive Sessions of Non-Management Directors Our non-management directors regularly meet separately in executive session outside the presence of any management director. Our Corporate Governance Guidelines provide that the independent Chairman of the Board or Lead Director (in the event the Chairman of the Board is not independent) preside over non-management director executive sessions. In addition, our Corporate Governance Guidelines require our independent directors to meet outside the presence of management and the other directors at least twice per year, with the independent Chairman or Lead Director, as applicable, also presiding over such sessions. Board Leadership Structure The Board has the responsibility for selecting the appropriate leadership structure for the Company. Our Corporate Governance Guidelines state that the offices of the Chairman of the Board and Chief Executive Officer may be either combined or separated, in the Board’s discretion. The Board is currently led by our Executive Chairman, Mr. Munoz, a role he assumed after stepping down from the role of Chief Executive Officer of the Company after the 2020 Annual Meeting, and Mr. Philip, our Lead Director. As previously disclosed, Mr. Munoz will retire from the Board at the end of his current term at the Annual Meeting. At such time, a new independent Chairman of the Board is expected to be appointed by the Board pursuant to a selection process conducted by the Nominating/Governance Committee. The Board believes that separating the roles of Chief Executive Officer and Chairman of the Board is the most appropriate structure at this time. Having an independent Chairman of the Board is a means to ensure that Mr. Kirby is able to more exclusively focus on his role as Chief Executive Officer. The Board also believes that an independent Chairman of the Board can effectively manage the relationship between the Board and the Chief Executive Officer. Board Oversight of Risk Management The Board considers effective risk oversight an important priority. As we consider risks in connection with virtually every business decision, the Board discusses risk throughout the year generally and also in connection with specific proposed actions. The Board’s approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board and its committees, and fostering an appropriate culture of integrity and compliance with legal and ethical responsibilities. The Board exercises its oversight of our risk management policies and practices primarily through its committees, as described below, which regularly report back to the Board regarding their risk oversight activities. • The Audit Committee oversees the Company’s risk assessment and risk management policies and strategies with respect to major business risk exposures (taking into account the risk assessment and risk management policies and strategies managed through the respective committees of the Board), including risks related to the Company’s financial statements, the financial reporting process, accounting and certain legal and compliance matters and data privacy, network security and other cyber risks. The Audit Committee also oversees the internal audit function and the Company’s ethics and compliance program. The Finance Committee oversees the Company’s management of certain financial, operating and economic risks, including the Company’s hedging strategies related to fuel, foreign currency and interest rates, various insurance programs, including coverage for property, casualty, fiduciary and political risk and directors and officers liability, and certain legal and regulatory matters that may have a material impact on the Company’s financing or risk management activities (taking into account

  59. Executive Compensation Governance (See “Executive Compensation” on page 38)

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  60. Executive Compensation Governance (See “Executive Compensation” on page 38)

    the review of the Company’s risk assessment and risk management policies and strategies managed through the Company’s Audit Committee). The Compensation Committee periodically reviews the potential risks arising from our compensation policies, practices and programs in light of the Company’s risk profile and risk management process, as well as risk-mitigating features and controls, to determine whether any such risks are material to the Company. In reviewing our compensation program design, the Compensation Committee engages in discussions with its independent compensation consultant and management regarding potential risks arising from our compensation policies, practices and programs. Compensation risk is assessed in the context of compensation program design, setting of performance targets, certifying performance against targets, compensation risk in the context of overall risk procedures and our broad-based compensation programs. Based on those discussions and a September 2020 compensation risk assessment, the Compensation Committee determined that the structure of the Company’s compensation policies, practices and programs in place at that time did not create any risks that were reasonably likely to have a material adverse effect on the Company. In reaching this determination, the Compensation Committee considered certain of our compensation policies, practices and program features including: oversight by an independent compensation committee; our balance of base pay combined with short- and long-term incentives that reward both absolute and relative performance measures, as well as individual performance; 2020 long-term incentives include time-vested restricted share unit awards, which help to further balance performance results and contain the overall volatility of outstanding incentives; our incentive awards include a cap on maximum payout opportunities which mitigates against excessive earn-out potentials; performance awards occur annually, resulting in overlapping performance periods that even out business cycles and introduce multiple-year incentive horizons; use of multiple financial and non‑financial performance metrics to create a further balance of rewards; payout timing over multi-year and overlapping performance periods; the inclusion of consistent performance metrics and incentives across performance periods; the inclusion of a discretionary gate for cash incentives based on the Company’s having an adequate cash balance; the Compensation Committee retains discretion to reduce the annual incentive payouts below the formulaic performance results; inclusion of equity incentives and stock ownership guidelines that discourage short-term risks that disadvantage long-term stock price; our compensation claw-back policy and inclusion of claw-back provisions in our programs; and securities trading policies that prohibit pledging and hedging of our securities, including our Common Stock, by our officers and directors. The Company is addressing reputational risk potential through initiatives focusing on positive customer experience and a culture that emphasizes customer centricity. Customer-centric goals were included in both the 2020 annual and long-term incentive programs, which mitigate behaviors that could result in reputational risk. In addition, the Compensation Committee receives input from an independent compensation consultant regarding program design, including risks associated with plan design features. Considerable support and analysis accompanies the target setting process, and targets are established based on the Company’s Board-approved budgets, updated forecast information and long-term operating plan. The Compensation Committee certifies performance against our targets based on results reviewed by our internal audit group before any payments are made. • The Nominating/Governance Committee periodically reviews the risks arising from our corporate governance policies and practices, including the structure and performance of the Board, its committees and our individual directors. The Nominating/Governance Committee also reviews and oversees the Company’s succession planning process for executive officers. The Public Responsibility Committee oversees social, political, safety and environmental issues that could pose significant risk to the Company’s reputation, business or performance. As part of its oversight, the Public Responsibility Committee also monitors sustainability issues that pose a significant risk to the Company and seeks to mitigate these risks.

  61. Other NEOs’ February 2020 Target Compensation Chart

    response in recognition of the impact of the pandemic on the Company’s business and to lead by example. See “— 2020 Executive Compensation Program—NEO Target Compensation—COVID-19 Responses” below for information regarding the 2020 salary waivers. No payment was made under the 2020 AIP as a result of the Company’s $7.1 billion 2020 net loss. • Long-term incentive compensation continues to represent the single largest component of our NEOs’ target compensation, representing approximately 74% of the 2020 target compensation for Mr. Kirby and an average of approximately 68% of 2020 target compensation for our continuing NEOs, which reflects the May 2020 promotional adjustments. • All our 2020 long-term incentive awards will be settled in stock. This design further links executives’ pay with stockholder financial interests. • The 2020 long-term incentive structure includes time-vested RSU and Performance-Based RSU awards. The time-vested awards are intended to provide stability and retentive features to the compensation program. The Performance-Based RSU awards are designed to motivate and reward performance based on financial (absolute pre-tax margin) and customer satisfaction (relative NPS) results. These equity awards place a significant portion of compensation at-risk as the value of both awards fluctuates based on the Company’s stock price performance and the value of the Performance-Based RSUs also depends on the Company’s performance against the pre-established performance goals. • Our 2020 incentive design included a balance of both absolute and relative performance. Absolute performance metrics included the Company’s annual pre-tax income and NPS results and long-term pre-tax margin results. Relative performance metrics included the Company’s annual D:00 results versus key competitors by location and long-term relative NPS results compared to American Airlines and Delta Air Lines. Our 2020 Executive Compensation Governance Practices Our executive compensation policies and practices include the following features, which we believe illustrate our commitment to our compensation obligations under the CARES Act, corporate governance “best practices,” and the pay-for-performance principles stated above. • CARES Act Compliance. As a condition of the Payroll Support Program agreements and the term loan facility under the CARES Act (the "Term Loan Facility"), the Company is subject to restrictions on the amount of total compensation that it can provide to certain employees, including each of the Company’s NEOs. These compensation restrictions continue until the later of (i) March 1, 2023, or such later date as required by the Company’s agreements under the CARES Act, and (ii) one year after full repayment of all loans under the Term Loan Facility (such period is referred to in this CD&A as the “CARES Act restricted period”). As a result of the CARES Act limitations on executive compensation, the Company is prohibited from providing our NEOs the full value of the target compensation levels during the CARES Act restricted period. Management has designed processes to track compensation to comply with the CARES Act limitations and the Committee has considered the CARES Act requirements in making compensation decisions since these requirements became effective. The Company’s compensation programs are designed to comply with the CARES Act while also continuing to support our executive compensation philosophy and objectives. Multiple performance metrics aimed at stockholder value. We utilize multiple performance metrics to motivate and reward achievements that we believe are complementary of one another and are designed to contribute to the long-term creation of stockholder value.

  62. Other NEOs’ February 2020 Target Compensation Chart

    terminate Exequity and to review and approve Exequity’s fees and other retention terms. The Committee has adopted an “Independent Executive Compensation Consultant Conflict of Interest Policy” pursuant to which Exequity is required to provide the Committee with regular reports on any work that it performs for the Company. During 2020, Exequity did not perform any work on behalf of the Company other than the executive compensation services provided to the Committee and director compensation advice provided to the Nominating/ Governance Committee. For additional information concerning the Committee, including its authority and the independent compensation consultant policy, see “Corporate Governance—Committees of the Board— Compensation Committee” above. The Committee has assessed the independence of Exequity pursuant to SEC rules and the Nasdaq Listing Rules and concluded that Exequity’s work for the Committee does not raise any conflicts of interest. Management Analysis and Support. The CEO attends Committee meetings and provides input to the Committee with respect to compensation of the management team other than himself. During 2020, both Messrs. Kirby and Munoz attended the Committee meetings and had opportunities to provide input regarding individual performance assessments. The Company’s Executive Vice President, Human Resources & Labor Relations and members of the human resources team prepare background and supporting materials for Committee meetings. As appropriate, the CFO and other members of the Company’s management team participate in discussions with the Committee relating to the Company’s financial plan, customer centricity initiatives and results, operational performance, strategic initiatives and proposed performance goals under the executive compensation program. Members of the Company’s internal audit group provide special reports to the Committee outlining the review of procedures and calculations relating to the degree of achievement of performance goals and payout of incentives for completed performance periods. Management’s annual planning process involves preparation of annual financial forecasts, capital expenditure budgets and the Company’s annual business plan. Based on the Company’s 2020 planning process and the financial budget approved by the Board, management developed and proposed performance goals under the 2020 incentive compensation programs. Exequity reviewed these proposals in light of compensation trends, benchmarking and compensation risk factors and provided guidance to the Committee. The Committee made all final decisions regarding the 2020 executive compensation program design, performance goals and the compensation levels of the Company’s executive officers, including base salary and incentive award opportunities, following its review and consideration of all recommendations and data it deemed appropriate. The Committee regularly holds executive sessions to discuss executive compensation practices without members of management present. Benchmarking. We recruit and we compete to retain executives not only from within the airline industry, but also from across a broad spectrum of leading businesses. In preparation for the Committee’s annual compensation decision process, Exequity conducts an analysis of United’s compensation levels in comparison to pay levels among companies in a custom peer group to help identify the competitive positioning of United’s executive pay. The analysis covers United’s Section 16 reporting officers and compares United’s positions to peer company benchmarks in terms of: base pay; target annual bonus opportunity; target total cash (base pay plus target annual incentive); long-term incentives; and target total direct compensation (target cash plus long-term incentives). The Committee believes that the airline industry does not have enough size-relevant peers to identify reliable ranges of competitive market pay for our top executive talent. Accordingly, our benchmarking peer group represents a cross-section of the relevant airline peers and other comparably sized companies that the Committee believes are representative of the competitive talent market for United. The following primary factors are considered in identifying the most appropriate peer companies that are size-relevant (generally 0.5x-2.0x the Company’s revenue) for compensation benchmarking purposes: the labor market for United’s executive talent, including a focus on geographic proximity; well-run companies in general industry, with a primary focus on the three most size-relevant U.S.-based airline peers (American, Delta and Southwest), other transportation companies, non-airline travel companies with a customer-centric dynamic and aerospace and defense companies. Using these factors as a guide, no changes were made to the composition of the benchmarking peer group for 2020

  63. Other NEOs’ February 2020 Target Compensation Chart

    compensation decisions. The competitive benchmarking analysis presented to the Committee in December 2019, in advance of the February 2020 compensation decisions, included the 17 comparator companies noted below.

  64. Other NEOs’ February 2020 Target Compensation Chart

    Exequity utilized two pay data sources to determine the competitive position of United’s executive pay relative to the peer group: (i) publicly disclosed pay information from the peer companies’ most recent proxy statements (in most cases, the 2019 proxy statement, reflecting 2018 pay data) was used for pay comparisons involving the named executive officers and (ii) private survey compensation data was used for positions below the proxy officer level. In the December 2019 benchmarking pay study, the 17 companies in the peer group had median annual revenue of approximately $36.2 billion and the Company’s annual revenue at the time of the review was estimated at approximately $43 billion, which ranked at the 65th percentile relative to the peer group. The benchmarking report provides comparisons of the named executive officers’ pay against publicly disclosed pay data from the peers on a size-adjusted basis (derived by regressing peer group compensation against revenue size at United’s estimated revenue). Regression analysis is common in pay benchmarking and is used to predict what the peers likely would deliver in target pay at a company the size of United, based on the trend in the relationships between pay and revenue size among the peers. Given that United’s market capitalization was at the low end relative to the peer group, the pay study also provided results relative to raw pay medians (i.e. without adjustment for revenue size). The benchmarking review compares total compensation opportunities for our executives to the market median (50th percentile) of our peer group. The Committee references both the size-adjusted median pay levels among the peers and the raw median pay levels. The report also provides details regarding pay mix in terms of the allocation of base pay, annual incentives and long-term incentives as percentages of total target compensation for both the Company and the peer group. Total target compensation for our benchmarking purposes means the sum of base salary, target annual incentives and target long-term incentives. Special awards and peer company awards that appear to have been intended to cover multiple years are annualized for the benchmarking comparison and pay level comparisons are considered both with and without these additional awards. As is customary in these types of pay studies, retirement benefits were not included in the benchmark comparison. The Exequity benchmarking process compares the Company’s executive pay by position to the most similarly situated executive roles among the peer organizations. Data availability is greater for the CEO and CFO positions and pay comparisons for these roles were made solely against the CEO and CFO positions among the peer companies. United’s top roles other than the CEO and CFO vary significantly in nature from the peer’s proxy reported executives, so direct head-to-head role matching presents challenges in terms of identifying statistically significant peer data. For the remaining three proxy officers without a direct benchmark role comparison, Exequity considered matching roles based on pay rank within the proxy and with reference to other officer positions to provide a market reference that is aligned with the way the Company values these roles and to extrapolate pay trajectories across roles. The pay study review with the Committee includes specific discussion and consideration of the compensation packages provided at the airline peers, with primary focus on the size-relevant airlines (Delta and American).

  65. Other NEOs’ February 2020 Target Compensation Chart

    The private survey benchmarking review considered information from Equilar’s Executive Compensation Survey, which provides information for top executive roles at each of the participating peer companies. Within United’s peer group, 11 of the 17 peer companies participated in the Equilar survey, with median annual revenue of approximately $37.4 billion. Benchmarks based on Equilar’s data were used for positions below the proxy officer level. As an additional point of reference, revenue-adjusted medians for companies in broad general industry were also provided to the Committee based on survey data from Willis Towers Watson’s 2019 General Industry Executive Compensation Survey-U.S. Where available, pay information from selected additional airlines is also provided by Exequity for reference purposes but is not included in the core statistical analysis. The compensation information for our peer group is one factor utilized in setting total compensation for our executives. The Committee balances the benchmarking results with additional factors, such as each executive’s experience, knowledge, skills, roles and contributions to the Company, as well as consideration for internal pay parity among our executives. In selected cases in which relevant pay information for a specific role is available from our primary airline peers (Delta and American), we reference that data as a supplemental benchmarking input, in addition to the combined data from the full peer set. The Committee reviews all these relevant factors but does not apply a specific weighting to the various factors. In addition, in the case of executives who are recruited to join the Company, the Committee references the executive’s pay at his or her prior employer to facilitate recruitment of top caliber executives. For executives promoted to a new role, the Committee considers opportunities to provide a gradual increase in the compensation package to the market median level over time and with growth in the position. Tally Sheets. Comprehensive tally sheets covering each of the Company’s Section 16 reporting officers are provided to the Committee annually in advance of the meeting at which incentive compensation performance targets and award level opportunities are set and at which compensation levels and annual incentive awards are considered and decisions are made. The tally sheets provide a summary for each executive of total targeted and actual compensation levels over a multi-year period, an accumulated summary of outstanding awards, and estimated total payments under alternative separation scenarios. These tally sheets allow the Committee to make prospective pay decisions that are informed by compensation opportunities and earnings for past periods. 2020 Executive Compensation Program The section provides discussion and analysis of: • Our 2020 NEO compensation, including target compensation levels and special retention awards; • The impact of the Company’s COVID-19 responses on our NEOs’ target compensation; • Compensation changes approved in May 2020 upon Scott Kirby’s promotion to CEO and Brett Hart’s promotion to President; • The components of our 2020 incentive compensation design; and • Long-term performance incentive awards granted in 2018 that vested at the end of 2020. NEO Target Compensation. The 2020 salary and incentive compensation award levels were considered and approved by the Committee through the compensation process described above. This included reference to the benchmarking data prepared by and reviewed with Exequity in December 2019, reference to peer compensation levels at American and Delta, and consideration of internal pay parity. The 2020 target compensation opportunities for the NEOs that were approved by the Committee in February 2020 are summarized in the table below. The 2020 actual compensation levels of our NEOs were substantially below the target levels summarized in the table below as a result of (i) material decreases in base salary as a result of salary waivers and the elimination

  66. February 2020 NEO Target Compensation Levels

    | | | Annual Incentive Program | | Long-Term Incentive Program | | | | | Name | Salary($) | (%)(1) | ($) | (%)(1) | Time Vested RSUs ($) | Performance Based RSUs ($) | Total Target Compensation ($) | | J. Scott Kirby(2) | 900,000 | 150 | 1,350,000 | 700 | 3,150,000 | 3,150,000 | 8,550,000 | | Brett J. Hart(2) | 775,000 | 106 | 821,500 | 375 | 1,453,125 | 1,453,125 | 4,502,750 | | Gerald Laderman | 725,000 | 106 | 768,500 | 375 | 1,359,375 | 1,359,375 | 4,212,250 | | Linda Jojo | 700,000 | 106 | 742,000 | 375 | 1,312,500 | 1,312,500 | 4,067,000 | | Andrew Nocella | 700,000 | 106 | 742,000 | 375 | 1,312,500 | 1,312,500 | 4,067,000 | | Oscar Munoz(3) | 1,250,000 | 200 | 2,500,000 | 840 | 5,250,000 | 5,250,000 | 14,250,000 |

  67. February 2020 NEO Target Compensation Levels

    2020 salary increase for Mr. Kirby to $900,000 (previously $875,000) and increased the opportunity under his annual incentive from 125% to 150% (calculated as a multiple of base salary). With respect to Messrs. Hart and Laderman and Ms. Jojo, the Committee kept salary and AIP opportunities at the 2019 target levels and increased the LTI target opportunity from 350% to 375% (calculated as a multiple of base salary). Each of these officers were recognized as strong performers and, as noted above, the long-term incentive is the Committee’s preferred compensation component to adjust to implement pay changes in order to better align pay mix with market comparisons. With respect to Mr. Nocella, the Committee acknowledged that his role had expanded to include sales and was anticipated to further expand in 2020. As such, the Committee approved a 2020 salary increase for Mr. Nocella to $700,000 (from $625,000) (to be effective April 1, 2020) and an increase in his LTI target opportunity from 300% to 375% (calculated as a multiple of the new 2020 base salary). The salary change for Mr. Nocella that was approved in February 2020 to be effective in April 2020 was not implemented in 2020 as a result of the Company’s aggressive liquidity and cost cutting initiatives. See “—2020 COVID-19 Responses” below. 2020 Special Retention Awards. In reviewing the 2020 compensation for the NEOs, in addition to annual target compensation levels, the Committee also considered the need to address retention risks related to Ms. Jojo and Mr. Nocella. In light of these concerns, one-time long-term incentive awards were considered and approved by the Committee. The Committee approved a special time-vested and stock-settled RSU award for Mr. Nocella in the amount of $2,000,000 and for Ms. Jojo in the amount of $1,000,000. To encourage retention, these awards vest in one-third increments on the third, fourth and fifth anniversary of the grant date, subject to the NEO’s continued employment through the vesting date. The retention awards are not included in the above table because these are one-time special awards that are not reflective of the annual target compensation levels. See “—Grants of Plan Based Awards Table” for further information. COVID-19 Responses. The 2020 intended target compensation levels of our NEOs as approved by the Committee in February 2020 and described above were significantly and adversely impacted by the coronavirus pandemic and the Company’s responses to improve liquidity and reduce cash burn. The impacts of the Company’s COVID-19 responses on our NEO compensation are described below. In late February 2020, following news of the spread of COVID-19 to Italy, management of the Company began providing regular updates to the Board to address the impacts of the virus on previous forecasts. By mid-March, the velocity of travel decline had accelerated rapidly, and the Company had begun aggressive efforts to enhance liquidity and reduce costs. Messrs. Kirby, Hart and Munoz each waived portions of their base salaries in recognition of the impact of the COVID-19 pandemic on the Company’s business and to lead by example. Mr. Kirby waived 100% of his base salary from March 10, 2020 through the end of 2020. Beginning on March 16, 2020, Mr. Hart waived 50% of his base salary in his role as the Company’s Executive Vice President and Chief Administrative Officer and, in connection with his transition to the role of President, waived 100% of his base salary from May 20, 2020 through the end of 2020. Mr. Munoz waived 100% of his base salary from March 10, 2020 through June 30, 2020. For the remainder of our officer group, salaries were reduced by 50% beginning March 16, 2020 and then by 25% through the third quarter of 2020. In addition, all salary increases that were scheduled to become effective on April 1, 2020 were suspended, including the salary increase for Mr. Nocella. The total salary amounts waived during 2020 were as follows (including reference to the percent of total annual salary that was waived for 2020): Mr. Kirby—$784,470 (82%); Mr. Hart—$545,737 (70%); Mr. Laderman—$151,057 (21%); Mr. Nocella— $130,224 (21%) (not including the salary increase that was not implemented); Ms. Jojo—$145,852 (21%); and Mr. Munoz—$473,520 (28%). The actual salary earned by each of our NEOs for 2020 are set forth in the 2020 Summary Compensation Table below. In addition, no payments were made under our 2020 AIP. The target level of the 2020 AIP awards approved in February 2020, for which no payments were made, are set forth in the table above, with the target AIP amount shown for Mr. Nocella calculated based on the 2020 salary level that was not implemented. The

  68. February 2020 NEO Target Compensation Levels

    | | | Annual Incentive Program | | Long-Term Incentive Program | | Total Target Compensation | | Name | Salary ($) | (%) | ($) | (%) | ($) | ($) | | J. Scott Kirby | 1,000,000 | 250 | 2,500,000 | 1,000 | 10,000,000 | 13,500,000 | | Brett J. Hart | 775,000 | 175 | 1,356,250 | 750 | 5,812,500 | 7,943,750 |

  69. February 2020 NEO Target Compensation Levels

    representing 20% of the target opportunity, was measured based on the number of months of achievement of #1 D:00 performance at hub cities, domestic line stations and international line stations as compared to the leading competitor(s) at each location. This performance measure was designed to mitigate for performance variations related to location specific characteristics, such as local airport capacity, infrastructure and the air traffic control environment. These competitive set matches also correlate to how we daily manage our business. To measure 2020 performance, #1 D:00 results were compared across nine locations for a total of 108 annual competitive matches and the Company provided one point for each monthly #1 D:00 win across the nine locations. The performance goals were entry—44 points, target—57 points, and stretch—72 points. These goals were set by the Committee with reference to five years of performance history across the nine locations. 2020 AIP Performance Results. No amounts were paid under the Company’s 2020 AIP as a result of the Company’s $7.1 billion 2020 net loss. The combined 2020 performance relating to pre-tax income, NPS and #1 D:00 by location operational goals resulted in achievement at 52% of the total target opportunity; however, no payouts were made under the 2020 AIP. • Pre-tax Income. The Company reported a net loss of $7.1 billion for the full year 2020. No amounts were paid under the 2020 AIP as a result of this financial loss. • Net Promoter Score. The Company’s 2020 NPS results exceeded 2019 levels of improvement and the Company achieved the stretch level goal (representing 200% of target and 40% of the total target AIP opportunity). • #1 D:00 by Location. With respect to the D:00 operational performance goal, the Company achieved between the entry and target level with 46 points or “wins” of #1 D:00 performance across the total 108 annual competitive sets (representing 58% of target and 12% of the total target AIP opportunity). 2020 Long-Term Incentive Awards. The graphic below outlines the key elements of the 2020 LTI awards. All the long-term incentives granted in 2020 are stock-settled and thus are directly linked to the Company’s stock price performance. Under the design approved by the Committee in February 2020, the long-term incentive target opportunity was equally divided between the following two awards: • Performance-Based RSUs (stock-settled): Designed to reward both the Company’s absolute pre-tax margin performance (60% of the target performance opportunity) and quarterly NPS relative to American and Delta (40% of the target performance opportunity); and Time-vested RSUs (stock-settled): Intended to align executives’ interests with the creation of stockholder value and retain executives over the three-year vesting period.

  70. February 2020 NEO Target Compensation Levels

    In recognition of the extreme uncertainty created by the COVID-19 pandemic, and the inability to reliably forecast financial and operational results in the current environment, 2020 long-term incentive awards granted after February 2020 were made exclusively in the form of time-vested awards, including the awards granted to Mr. Kirby when he was promoted to CEO and the awards granted to Mr. Hart when he was promoted to President, both of which occurred in May 2020. 2020 Performance-Based RSUs. For 2020, the Committee included a financial performance metric (60% of the long-term performance target opportunity) and, new for 2020, a customer satisfaction metric (40% of the long-term performance target opportunity). The 2020 Performance-Based RSU awards have an entry opportunity equal to 50% of the target award value, a target opportunity of 100% of the target award value, and a maximum or “stretch” opportunity equal to 200% of the target award value. Payment opportunities under awards are subject to linear interpolation between performance levels. In accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC Topic 718”), and as noted in the 2020 Summary Compensation Table below, the grant date fair value is reflected at the target level based on the deemed probability of satisfaction of the required performance conditions as of the grant date. Financial Metric. Absolute Pre-tax Margin. The financial portion of the 2020 Performance-Based RSU awards retains a focus on pre-tax margin goals, similar to prior years, but moves away from measuring our performance relative to an industry peer group to measuring the Company’s absolute pre-tax margin performance. This design change was intended to create additional focus on executing the Company’s unique long-term financial goals consistent with communications to our investors. In recognition of the uncertainty surrounding the Company’s 2020 financial plan in light of the early impacts of the then emerging novel coronavirus in Asia, measurement of the Company’s pre-tax margin results for the 2020-2022 performance period were set by excluding 2020 from the three-year calculation. The Company’s relative pre-tax margin performance remains an important focus and is the sole performance metric used for long-term performance awards granted in 2018 and 2019. The target level pre-tax margin performance goal for the 2020-2022 performance period was set by the Committee so that executives would earn market-competitive rewards (“target” level) for achieving pre-tax margin results representing the average of forecast levels and aligned with the Company’s then relevant earnings per share guidance provided to investors. The entry and stretch levels represented a range of 14% below and above target level. The goals do not include any adjustments for fuel prices. Assumptions that were included in setting the goals were that the impact of COVID-19 would not get worse or become a global pandemic and that the B-737 MAX aircraft would be returned to service in September 2020 (these were referenced as the “baseline assumptions” with respect to the 2020 awards). In evaluating the uncertainties related to 2020, the Committee approved the goals by excluding 2020 results from the three-year measurement. The following definitions are relevant for calculating the Company’s pre-tax margin performance under the 2020 Performance-Based RSU awards: “Pre-tax margin” means the Company’s reported Pre-tax Income (defined below) divided by the Company’s revenue (determined on a consolidated basis based on the regularly prepared and publicly available statements of operations of the Company prepared in accordance with applicable accounting rules), averaged for calendar 2021 and 2022 and excluding 2020 results during the 2020-2022 performance period; provided, however, that such revenue for each calendar year will be adjusted to exclude any item determined to be special, extraordinary or unusual in nature or infrequent in occurrence as determined by the Committee in accordance with applicable accounting rules.

  71. February 2020 NEO Target Compensation Levels

    Based on information available at the time the 2020 goals were established, the Committee assumed that the 2020 impact of COVID-19 and the continued grounding of the B-737 MAX in 2020 each qualify as excluded items for this purpose, to the extent that the impacts of COVID-19 and B-737 MAX grounding exceed the “baseline assumptions.” For this purpose, the entry, target, and stretch levels assume the degree of impact of COVID-19 and the B-737 MAX grounding to be equal to the baseline assumptions described above. “Pre-tax Income” means, for each calendar year, the Company’s aggregate consolidated net income adjusted to exclude reported income taxes of the Company for such year. Pre-tax Income shall be determined based on the regularly prepared and publicly available statements of operations of the Company prepared in accordance with applicable accounting rules; provided, however, that Pre-tax Income shall be adjusted to exclude (i) write-offs of assets (including aircraft and associated parts), (ii) one-time gains or losses from the disposal of assets, and (iii) any other item of gain, income, loss, or expense determined to be special, extraordinary or unusual in nature or infrequent in occurrence, in each case under clauses (i), (ii) and (iii) as determined by the Committee in accordance with applicable accounting rules. Customer Metric. Relative NPS. The customer centric portion of the 2020 Performance-Based RSU awards measures the Company’s relative NPS results as compared to American and Delta using third party survey results. This metric was selected to further emphasize the Company’s focus on building the United brand into the preferred airline of choice for travelers. Performance results for this metric are measured based on the quarterly NPS differences between United and each of American and Delta. The results are averaged over the 12 quarters of the performance period and compared to relative NPS results from the fourth quarter of 2019 as a baseline. In addition, the Committee has discretion to consider results based on other external survey sources. To encourage continued focus on the NPS metric, the NPS goal for the 2020-2022 performance period was set by the Committee so that the entry level would be reasonably achievable through maintaining performance slightly higher than 2019 results, the target level goal was set to be achievable with continued positive improvement, and the stretch level was set to be substantially higher than 2019 levels but was considered to be achievable given the Company’s momentum and the Company’s planned customer investments and focus. The target and stretch levels both require the Company to significantly improve its relative positioning versus competitors. Time-vested RSUs. The other portion of the 2020 long-term incentive opportunity was delivered in the form of time-vested and stock-settled RSU awards that vest in one-third increments on February 28, 2021, 2022 and 2023. These awards were granted pursuant to the Company’s 2017 Plan and the number of RSUs granted was calculated based on the target opportunity value divided by the closing price per share of Common Stock on the date of grant, rounded up to the nearest whole share. Settlement of Long-term Incentives for the 2018-2020 Performance Period. The long-term incentive awards granted in 2018 divided the target opportunity equally between Performance-Based RSUs based on relative pre-tax margin performance and time-vested RSUs. The 2018 relative pre-tax margin awards, which had a performance period of January 1, 2018 through December 31, 2020, were cash-settled Performance-Based RSU awards and had the following performance goals using relative improvement in pre-tax margin as the metric: entry—peer group change in pre-tax margin plus 74 basis points; target—peer group change in pre-tax margin plus 148 basis points; and stretch—peer group change in pre-tax margin plus 266 basis points. As a risk mitigation factor, the awards also required that the Company must have an adequate level of unrestricted cash at the end of the performance period, as determined by the Committee. For the 2018-2020 performance period, our relative pre-tax margin (as compared to the baseline year 2017) exceeded the industry peer group by 377 basis points resulting in performance above the stretch goal (200% of target).

  72. February 2020 NEO Target Compensation Levels

    Recoupment of Earned Awards/“Claw-back” Policy. The Company maintains an enhanced claw-back policy previously approved by the Committee that applies to annual and long-term incentive compensation of covered executives upon specified triggering events. The policy provides the Committee with discretion to require the return, repayment or forfeiture of any annual or long-term incentive compensation payment or award to a covered executive if the Committee determines that a covered executive engaged in misconduct that resulted in a material violation of (i) federal or state law that caused a material adverse impact to the Company’s financial statements or reputation or (ii) the Company’s Code of Ethics and Business Conduct that caused a material adverse impact to the Company’s financial statements or reputation. All our NEOs, as well as any other “executive officer” as defined under Rule 3b-7 under the Exchange Act are covered by the enhanced claw-back policy. The policy includes a three-year look back period from the time of a triggering event. In addition, all our annual and long-term incentive award programs include claw-back provisions requiring the return of incentive payments in financial restatement situations to the extent necessary to comply with applicable law including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any SEC rule. Stock Ownership Guidelines. The personal financial situation of each of our officers is highly linked to the interests of our stockholders and the financial success of the Company. In recognition of our officers’ need to manage their personal financial situations in response to the coronavirus pandemic, the Committee currently has temporarily suspended the Company’s officer stock ownership guidelines. This suspension is intended to aid in officer retention by offering flexibility to stay with the Company and make personal financial decisions in light of the significant reductions to their 2020 compensation packages, including flexibility to sell Company stock. The Committee has not eliminated the ownership guidelines and will continue to monitor progress toward ownership levels and reconsider activating the guidelines based on the industry financial environment and the impacts of officer compensation limits under the CARES Act. The suspended officer stock ownership guidelines are based on a multiple of base salary as follows: • CEO—6x base salary; • President—4x base salary; • Executive Vice President (“EVP”)—3x base salary; • Senior Vice President (“SVP”)—2x base salary; and • Vice President (“VP”)—1x base salary. Although the guidelines have been suspended, all of our NEOs were in compliance with the guidelines as March 31, 2021. We also maintain stock ownership guidelines that apply to our non-employee directors, which are described in “2020 Director Compensation.” Securities Trading Policy; Prohibition on Pledging and Hedging. Our securities trading policy prohibits speculative and derivative trading and short selling with respect to our securities by all officers and directors. Our securities trading policy also prohibits pledging and hedging Company securities by our officers and directors. See also “Corporate Governance—Prohibition on Pledging and Hedging” above. Preview of 2021 Executive Compensation Program On February 25, 2021, the Committee approved the Company’s 2021 executive compensation program (“2021 Program”). The 2021 Program is designed to be aligned with the Company’s recovery efforts from the COVID-19 pandemic and the related impacts on the global economy and the travel industry in particular. As described further below, the recovery design of the 2021 Program includes short-term and long-term incentive awards. The 2021 Program maintains salary and compensation levels linked to short-term performance goals but significantly reduces the intended levels of long-term equity incentives granted to our executives in

  73. February 2020 NEO Target Compensation Levels

    order to comply with the compensation limits of the CARES Act. As a result of this reduction in long-term equity incentives, the compensation component levels under the 2021 Program differ as compared to our traditional and intended compensation levels. As noted above, the annual total target compensation levels for our executives are set with reference to market practices of a peer group of companies and the benchmarking results are balanced with additional factors, such as each executive’s experience, knowledge, skills, roles and contributions to the Company. The Committee also considers internal pay parity among our executives. As a result of the CARES Act limitations on executive compensation, the Company is prohibited from providing our executives the full value of the intended compensation levels during the CARES Act restricted period. The 2021 Program is designed to motivate and retain our executives while complying with the compensation limits under the CARES Act. The Company will continue to monitor and administer its executive compensation programs to be in compliance with the CARES Act limits. Short-term Incentives. On February 25, 2021, the Committee authorized short-term performance-based RSU awards (“Recovery Performance RSUs”). Under the Recovery Performance RSUs, the Committee established short-term performance goals based on financial and customer satisfaction metrics that are deemed critical to the Company’s success as it emerges from the worst crisis in the history of the aviation industry. The equity design of the Recovery Performance RSUs places emphasis on Company stock price performance and is designed to further support alignment of interests between our executives and stockholders. Generally, a recipient of a Recovery Performance RSU award must remain continuously employed from the date of grant through the last day of the performance period in order to be eligible for vesting of the award. However, if the recipient’s employment is terminated by reason of death or disability, then the award will vest on a pro-rated basis (based on the number of days worked during the performance period and assuming achievement at the target level). Long-term Equity Incentives. The Committee sets the intended long-term equity compensation levels as an element of the annual total target compensation package based on the peer benchmarking results and other factors referenced above. However, in designing the 2021 Program, the Committee determined that it was appropriate to implement the required CARES Act compensation limits through reductions to the target grant level of the long-term equity awards. The 2021 reductions to the long-term equity awards to comply with the CARES Act limits are detailed in the table below.

  74. February 2020 NEO Target Compensation Levels

    | Name | Intended 2021 LTI Equity Award Level ($) | Actual 2021 LTI Equity Award Level ($)(1) | Reduction For CARES Act Limit ($) | | J. Scott Kirby | $10,000,000 | $6,230,178 | $3,769,822 | | Brett J. Hart | $5,812,500 | $1,255,987 | $4,556,513 | | Gerald Laderman | $2,718,750 | $1,665,313 | $1,053,437 | | Andrew Nocella | $2,625,000 | $1,430,643 | $1,194,357 | | Linda Jojo | $2,625,000 | $1,696,842 | $928,158 |

  75. February 2020 NEO Target Compensation Levels

    (1) The entire 2021 LTI equity award for Mr. Hart and a portion of the 2021 LTI equity award ($1,574,184) for Mr. Kirby will not be granted until a later date in accordance with the requirements of the CARES Act, which counts and restricts total compensation on a rolling 12-month basis. As noted above, in order to support continued alignment with the Company’s stockholders, the short-term incentive component is being delivered entirely in equity. In addition, while the short-term component of the 2021 Program emphasizes performance goals deemed critical to the Company’s emergence from the COVID-19 pandemic, the 2021 long-term incentive retains the time-vested equity component included in the

  76. February 2020 NEO Target Compensation Levels

    Company’s long-term incentive design in prior years. The time-vested equity component enhances stability of the long-term incentive by reducing volatility (as compared to performance-based awards), which is expected to enhance retention value, while assuring that a significant portion of compensation is directly linked to the Company’s stock price performance. Vesting of the time-vested RSUs is subject to the employee’s continued employment with the Company or its subsidiaries from the date of grant through each vesting date (except as otherwise provided by the Committee or as provided in the 2017 Plan). The time-vested awards under the 2021 Program vest in six-month increments over a two-year period (on August 31st and February 28th) beginning in August 2021. The Committee established this vesting schedule in consideration of the significant reduction in the long-term equity incentives under the 2021 Program as compared to the intended levels under the Company’s traditional total compensation design. In addition, this vesting schedule is balanced by the extended vesting period of the long-term contingent cash awards (described below), which include a vesting condition that may extend for more than five years. Consistent with our prior long-term incentive design, if the employee remains continuously employed by the Company or an affiliate from the date of grant until the date upon which a qualifying event (which is generally a termination of employment within two years following a change of control of the Company under circumstances entitling the employee to a cash severance payment) occurs, then on the date of such qualifying event the employee’s rights with respect to all RSUs that are not then vested will become vested and all restrictions on such RSUs will lapse. Further, if the employee’s employment is terminated by reason of death or disability, then all RSUs that are not then vested will fully vest. Long-term Contingent Cash Awards. On February 25, 2021, the Committee also approved long-term contingent cash awards (the “Long-Term Cash Awards”) in recognition of the Company’s need to reward and retain its management team as it continues to navigate the Company’s responses to the COVID-19 pandemic. The Committee approved Long-Term Cash Awards to each of the continuing NEOs with a contingent payment opportunity equal to three times the executive’s base salary level at the time of grant. Under the terms of the Long-Term Cash Awards, payment of the award is contingent upon the recipient’s continued employment with the Company through the later of (i) three years from the date of award or (ii) the expiration of the CARES Act restricted period. If the recipient’s employment is terminated by reason of death or disability, then the Long-Term Cash Award is payable in full to the recipient or his or her estate. In making the determination to grant the Long-Term Cash Awards, the Committee considered concerns related to the need to retain and reward our management team throughout the current crisis, considerations related to compensation benchmarking and internal and external pay parity, and management’s voluntary waivers of significant salary amounts in 2020. The Long-Term Cash Awards are intended to enhance our ability to retain our management team during this time of unprecedented challenges for the Company and the airline industry as a whole, particularly as our management team has marketable skills that are highly valued and transferable to other companies, including companies in industries that have not been as adversely impacted by COVID-19.

  77. February 2020 NEO Target Compensation Levels

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value ($)(4) | All Other Compensation ($)(5) | Total ($) | | J. Scott Kirby Chief Executive Officer | 2020 | 167,716 | — | 8,585,093 | — | — | — | 139,045 | 8,891,854 | | | 2019 | 875,000 | — | 4,593,876 | 9,700,000 | 1,378,125 | — | 232,484 | 16,779,485 | | | 2018 | 875,000 | — | 2,734,433 | — | 1,664,589 | — | 185,392 | 5,459,414 | | Brett J. Hart President | 2020 | 229,263 | — | 4,706,354 | — | — | — | 110,152 | 5,045,769 | | | 2019 | 775,000 | — | 2,034,466 | — | 1,035,090 | — | 177,934 | 4,022,490 | | | 2018 | 775,000 | — | 1,162,514 | — | 1,304,608 | — | 157,457 | 3,399,579 | | Gerald Laderman Executive Vice President and Chief Financial Officer | 2020 | 573,943 | — | 2,718,804 | — | — | 9,217 | 172,361 | 3,474,325 | | | 2019 | 718,750 | — | 1,903,197 | — | 800,064 | — | 199,318 | 3,621,329 | | | 2018 | 579,271 | 156,250 | 706,902 | — | 954,167 | — | 160,946 | 2,557,536 | | Andrew Nocella Executive Vice President and Chief Commercial Officer | 2020 | 494,776 | — | 4,625,056 | — | — | — | 115,452 | 5,235,284 | | Linda Jojo Executive Vice President, Technology and Chief Digital Officer | 2020 | 554,153 | — | 3,625,046 | — | — | — | 131,080 | 4,310,279 | | Former CEO: Oscar Munoz Executive Chairman | 2020 | 1,239,594 | — | 10,500,146 | — | — | — | 358,953 | 12,098,693 | | | 2019 | 1,250,000 | — | 8,062,572 | — | 2,887,500 | — | 442,933 | 12,643,005 | | | 2018 | 1,250,000 | — | 5,250,024 | — | 3,804,775 | — | 189,033 | 10,493,832 |

  78. February 2020 NEO Target Compensation Levels

    Scott Kirby, our CEO, Brett Hart, our President, and Oscar Munoz, our former CEO, each waived 100% of his 2020 base salary for portions of 2020 in recognition of the impact of the COVID-19 pandemic on the Company’s business and to lead by example. The total salary amounts waived during 2020 were as follows (including reference to the percent of total annual salary that was waived for 2020): Mr. Kirby— $784,470 (82%) Mr. Hart—$545,737 (70%); Mr. Laderman—$151,057 (21%); Mr. Nocella— $130,224 (21%); Ms. Jojo—$145,852 (21%); and Mr. Munoz—$473,520 (28%). In addition, Mr. Nocella did not receive the 2020 salary increase that was originally approved for him and which was to become effective on April 1, 2020.

  79. February 2020 NEO Target Compensation Levels

    | 2021 Proxy Statement | | 65 |

  80. February 2020 NEO Target Compensation Levels

    For each named executive officer, the amount shown represents the grant date fair value of 2020 long-term incentive awards determined in accordance with ASC Topic 718. The Company’s 2020 long-term incentives value was structured equally in time-vested RSUs and in Performance-Based RSUs with performance based on the Company’s pre-tax margin and relative NPS performance over a three-year performance period ending December 31, 2022. Time-vested RSUs. For the time-vested RSU awards, the grant date fair value was calculated by multiplying the number of RSUs awarded by the closing price per share of Common Stock on the date of grant. See the footnotes to the Grants of Plan-Based Awards for 2020 table below for the share price on the date of grant. Performance-Based RSUs. In accordance with the SEC disclosure rules, the aggregate grant date fair value of the Performance-Based RSUs has been determined based on the probable satisfaction of the performance condition for those awards as of the date of grant and the closing price per share of Common Stock on the date of grant. In accordance with ASC Topic 718, the grant date fair value of the 2020 Performance-Based RSUs is calculated at the target level of performance based on the probable satisfaction of the required Company pre-tax margin and relative NPS performance conditions as of the grant date. The following table reflects the aggregate grant date fair value of the 2020 Performance-Based RSUs at the maximum or “stretch” performance level (200% of the target level), using the closing price of $78.01 per share of Common Stock on the February 21, 2020 grant date.

  81. February 2020 NEO Target Compensation Levels

    | | Maximum Value ($) | | J. Scott Kirby | 6,300,088 | | Brett Hart | 2,906,340 | | Gerald Laderman | 2,718,804 | | Andrew Nocella | 2,625,036 | | Linda Jojo | 2,625,036 | | Oscar Munoz | 10,500,146 |

  82. February 2020 NEO Target Compensation Levels

    (3) No payments were made under our 2020 AIP. The target level of the 2020 AIP awards approved in February 2020, for which no payments were made, were as follows: Mr. Kirby—$1,350,000; Mr. Hart— $821,500; Mr. Laderman—$768,500; Mr. Nocella—$742,000; Ms. Jojo—$742,000; and Mr. Munoz— $2,500,000. The AIP opportunities for Messrs. Kirby and Hart were increased in May 2020 in connection with their promotions, however, because each of them had waived his base salary through year-end 2020, there was no incremental 2020 AIP award applicable to these changes. See footnote 1 to the Grants of Plan-Based Awards for 2020 table below. The foregoing target 2020 AIP amount for Mr. Nocella was calculated based on the 2020 salary level intended to become effective on April 1, 2020 that was not implemented as a result of the Company’s responses to the COVID-19 pandemic. If any payment had been earned, Mr. Munoz’s AIP award would have been pro-rated based on the time he served in the CEO role. Prior to the 2010 merger, Mr. Laderman participated in pension benefits provided as part of the compensation program of Continental Airlines, including the Continental Retirement Plan (“CARP”) and a pre-merger supplemental executive retirement plan (“SERP”). None of the other named executive officers participate in the pension benefits. The amounts are calculated based on the difference in the present value of accumulated benefits determined as of December 31, 2020 and December 31, 2019. These benefits are frozen, but the values of the frozen benefits continue to fluctuate based on changes in actuarial assumptions and the passage of time. See “Narrative to Pension Benefits Table” below for a discussion of the assumptions used to calculate the present values of these pension benefits and further information on the provisions of the plans.

  83. February 2020 NEO Target Compensation Levels

    | 66 | | 2021 Proxy Statement |

  84. February 2020 NEO Target Compensation Levels

    The following table provides details regarding amounts disclosed in the “All Other Compensation” column for 2020:

  85. February 2020 NEO Target Compensation Levels

    | Name | Insurance Premiums Paid by Company ($)(a) | 401(k) Company Contributions ($)(b) | 401(k) Cash Direct and Cash Match Program ($)(b) | Perquisites and Other Benefits ($)(c) | Tax Indemnification ($)(d) | Total ($) | | J. Scott Kirby | 8,276 | 18,525 | 81,955 | 17,418 | 12,871 | 139,045 | | Brett J. Hart | 5,566 | 18,525 | 63,658 | 14,821 | 7,582 | 110,152 | | Gerald Laderman | 16,914 | 22,800 | 87,121 | 27,376 | 18,150 | 172,361 | | Andrew Nocella | 4,497 | 18,525 | 63,373 | 18,053 | 11,004 | 115,452 | | Linda Jojo | 7,240 | 18,525 | 72,220 | 25,643 | 7,452 | 131,080 | | Oscar Munoz | 18,971 | 19,950 | 268,947 | 39,355 | 11,730 | 358,953 |

  86. February 2020 NEO Target Compensation Levels

    (a) Represents premiums paid by the Company for supplemental life insurance provided to the named executive officers. (b) Amounts shown represent Company contributions to the 401(k) plan. The 401(k) cash direct and cash match program provides cash payments equivalent to direct and matching contributions that could not be made to the applicable 401(k) plan as a result of contribution limits imposed under the Internal Revenue Code. (c) For each named executive officer, this column includes the Company’s incremental cost of providing the named executive officer with air travel on flights operated by any UAL subsidiary or operated as “United Express,” reserved parking in Chicago at the Company’s headquarters, and financial planning and tax services ($10,000 for each of Mr. Laderman and Ms. Jojo; and $20,000 for Mr. Munoz). The amounts shown also include health club membership fees for Mr. Kirby, Ms. Jojo and Mr. Munoz; an annual physical for Messrs. Hart, Laderman, Nocella and Munoz and Ms. Jojo; and car services for Mr. Munoz. The named executive officers also have access to certain other travel-related benefits with no incremental cost to the Company, such as access to our United Club facilities and status in our Mileage Plus® programs for the executives and their immediate family members, complimentary car rentals provided by certain travel partners and flight privileges on certain other air carriers. In connection with the Company’s sponsorship of certain events and partnerships with various organizations and venues, certain perquisites that have no additional aggregate incremental cost to the Company, including tickets, memberships and parking access, are made available to the CEO and, in certain circumstances, other officers of the Company. Officers have access to certain package delivery services, which are provided at no incremental cost to the Company. Officers of the Company also are eligible to purchase on a voluntary basis group excess liability or “umbrella” insurance. The Company has no interest in these policies and does not subsidize the cost or make any other payment with respect to such coverage. In each case, this amount represents taxes paid on behalf of the named executive officer with respect to air travel on flights operated by any UAL subsidiary or operated as “United Express.”

  87. February 2020 NEO Target Compensation Levels

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  88. February 2020 NEO Target Compensation Levels

    Grants of Plan-Based Awards for 2020 The following table sets forth information regarding awards granted during 2020 to our named executive officers. The 2020 annual incentive awards were granted pursuant to our 2020 AIP which was implemented under our 2017 Plan. The Performance-Based RSUs were granted pursuant to our Performance-Based RSU Program which was implemented under our 2017 Plan. The time-vested RSU awards were granted pursuant to our 2017 Plan.

  89. February 2020 NEO Target Compensation Levels

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | J. Scott Kirby | 2/21/20(1) | 2/21/20 | 675,000 | 1,350,000 | 2,700,000 | — | — | — | — | — | — | — | | | 2/21/20(2) | 2/21/20 | — | — | — | 20,190 | 40,380 | 80,760 | — | — | — | 3,150,044 | | | 2/21/20(3) | 2/21/20 | — | — | — | — | — | — | 40,380 | — | — | 3,150,044 | | | 5/21/20(4) | 5/21/20 | — | — | — | — | — | — | 88,429 | — | — | 2,285,005 | | Brett J. Hart | 2/21/20(1) | 2/21/20 | 410,750 | 821,500 | 1,643,000 | — | — | — | — | — | — | — | | | 2/21/20(2) | 2/21/20 | — | — | — | 9,314 | 18,628 | 37,256 | — | — | — | 1,453,170 | | | 2/21/20(3) | 2/21/20 | — | — | — | — | — | — | 18,628 | — | — | 1,453,170 | | | 5/21/20(4) | 5/21/20 | — | — | — | — | — | — | 69,660 | — | — | 1,800,014 | | Gerald Laderman | 2/21/20(1) | 2/21/20 | 384,250 | 768,500 | 1,537,000 | — | — | — | — | — | — | — | | | 2/21/20(2) | 2/21/20 | — | — | — | 8,713 | 17,426 | 34,852 | — | — | — | 1,359,402 | | | 2/21/20(3) | 2/21/20 | — | — | — | — | — | — | 17,426 | — | — | 1,359,402 | | Andrew Nocella | 2/21/20(1) | 2/21/20 | 371,000 | 742,000 | 1,484,000 | — | — | — | — | — | — | — | | | 2/21/20(2) | 2/21/20 | — | — | — | 8,413 | 16,825 | 33,650 | — | — | — | 1,312,518 | | | 2/21/20(3) | 2/21/20 | — | — | — | — | — | — | 16,825 | — | — | 1,312,518 | | | 2/21/20(5) | 2/21/20 | — | — | — | — | — | — | 25,638 | — | — | 2,000,020 | | Linda Jojo | 2/21/20(1) | 2/21/20 | 371,000 | 742,000 | 1,484,000 | — | — | — | — | — | — | — | | | 2/21/20(2) | 2/21/20 | — | — | — | 8,413 | 16,825 | 33,650 | — | — | — | 1,312,518 | | | 2/21/20(3) | 2/21/20 | — | — | — | — | — | — | 16,825 | — | — | 1,312,518 | | | 2/21/20(5) | 2/21/20 | — | — | — | — | — | — | 12,819 | — | — | 1,000,010 | | Oscar Munoz | 2/21/20(1) | 2/21/20 | 1,250,000 | 2,500,000 | 5,000,000 | — | — | — | — | — | — | — | | | 2/21/20(2) | 2/21/20 | — | — | — | 33,650 | 67,300 | 134,600 | — | — | — | 5,250.073 | | | 2/21/20(3) | 2/21/20 | — | — | — | — | — | — | 67,300 | — | — | 5,250,073 |

  90. February 2020 NEO Target Compensation Levels

    (1) Represents 2020 award opportunities granted under the 2020 AIP. The amounts are reflected based on the salary in effect at the time of approval, although actual amounts earned under the 2020 AIP were to be based on salary paid during the year. No amounts were paid with respect to the 2020 AIP awards as a result of the Company’s $7.1 billion 2020 net loss. The maximum opportunity under the 2020 AIP was 200% of the target level. The awards included a potential individual performance modifier of up to 150% of the achieved performance level, however, in any event, the maximum payment opportunity under the 2020 AIP awards was 200% of the target level. The AIP opportunities for Messrs. Kirby and Hart were increased in May 2020 (Mr. Kirby—150% to 250%; Mr. Hart—106% to 175%) based on their promotions to CEO and President, respectively. However, because each of them had waived his base salary through year-end 2020, there was no incremental 2020 AIP award applicable to these changes in their total target compensation opportunities in their new roles. The amount shown for Mr. Nocella represents his AIP opportunity in February 2020 based on the approved salary level for him that was not implemented. The AIP amount shown for Mr. Munoz represents his 2020 AIP opportunity for the full year, however, pursuant to the terms of his Transition Agreement, his award was pro-rated through the end of his service as CEO in May 2020. No amounts were paid with respect to the 2020 AIP awards. Represents award opportunities for Performance-Based RSUs for the performance period January 1, 2020 through December 31, 2022. These awards will be settled in stock in the first quarter of 2023 based on the Company’s pre-tax margin and relative NPS performance and subject to the officer’s continued employment through the end of the performance period or qualifying termination of employment.

  91. February 2020 NEO Target Compensation Levels

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  92. February 2020 NEO Target Compensation Levels

    Mr. Munoz is not expected to be eligible for payment of this award based on the terms of his transition from his role as Executive Chairman and his scheduled separation from the Company in March 2022. Represents stock-settled RSUs that are scheduled to vest in one-third increments on February 28, 2021, 2022 and 2023, subject to the named executive officer’s continued employment through the end of the vesting period or qualifying termination of employment. (4) Represents promotion LTI awards for Messrs. Kirby and Hart in the form of stock-settled RSUs, consistent with the awards described in footnote 3 above. These incremental LTI awards reflect the offset of the regular LTI awards received in February 2020 and represent the new LTI opportunity only for the portion of the year that the officers would serve in their new roles. (5) Represents a special retention award for Mr. Nocella and Ms. Jojo. These stock-settled RSUs vest in one-third increments on the third, fourth and fifth anniversary of the grant date to encourage retention. (6) Represents the grant date fair value of time-vested RSU awards and Performance-Based RSU awards determined in accordance with ASC Topic 718. For the time-vested RSUs that are settled in stock, the amount was calculated by multiplying the number of RSUs awarded by the closing price per share of Common Stock on the date of grant ($78.01 per share for the awards granted on February 21, 2020 and $25.84 per share for the awards granted on May 21, 2020). In accordance with the SEC disclosure rules, the aggregate grant date fair value of the Performance-Based RSUs has been determined based on the probable satisfaction of the performance conditions for those awards and the closing price per share of Common Stock on the date of grant ($78.01 per share on February 21, 2020). In accordance with ASC Topic 718, the grant date fair value of the 2020 Performance-Based RSUs is calculated based on the target level of performance based on the probable satisfaction of the required performance conditions as of the grant date. Narrative to 2020 Summary Compensation Table and Grants of Plan-Based Awards for 2020 Table The following is a description of material factors necessary to understand the information disclosed in the 2020 Summary Compensation Table and the Grants of Plan-Based Awards for 2020 table. Salary Waivers. As described in the CD&A above, each of the named executive officers waived portions of his or her 2020 base salary in recognition of the impact of the COVID-19 pandemic on the Company’s business. Mr. Kirby waived 100% of his base salary from March 10, 2020 through the end of 2020. Beginning on March 16, 2020, Mr. Hart waived 50% of his base salary in his role as the Company’s Executive Vice President and Chief Administrative Officer and, in connection with his transition to the role of President, waived 100% of his base salary from May 20, 2020 through the end of 2020. Mr. Munoz waived 100% of his base salary from March 10, 2020 through June 30, 2020. For the remainder of our officer group, salaries were reduced by 50% beginning March 16, 2020 and then by 25% through the third quarter of 2020. In addition, all salary increases that were scheduled to become effective on April 1, 2020 were eliminated, including the salary increase for Mr. Nocella. The total salary amounts waived during 2020 were as follows (including reference to the percent of total annual salary that was waived for 2020): Mr. Kirby—$784,470 (82%); Mr. Hart—$545,737 (70%); Mr. Laderman— $151,057 (21%); Mr. Nocella—$130,224 (21%) (not including the salary increase that was not implemented); Ms. Jojo—$145,852 (21%); and Mr. Munoz—$473,520 (28%). The actual salary earned by each of our named executive officers for 2020 is set forth in the 2020 Summary Compensation Table. Other Arrangements with Mr. Munoz. On December 31, 2015, Mr. Munoz, the Company and United Airlines entered into an employment agreement memorializing the terms of Mr. Munoz’s employment

  93. February 2020 NEO Target Compensation Levels

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  94. February 2020 NEO Target Compensation Levels

    with the Company and United Airlines. The employment agreement had a term of five years and expired on September 8, 2020. Pursuant to the employment agreement, Mr. Munoz received a base salary of $1,250,000 per year and participated in the Company’s annual cash bonus program, with a minimum target annual bonus equal to 200% of his annual base salary. The agreement also provided for an annual long-term incentive award with a target grant date value of at least $10,500,000, to be delivered through vehicles and designs that are generally consistent with those awarded to the Company’s other senior executive officers in each year. For 2020 and consistent with the terms of his employment agreement, the Committee granted Mr. Munoz long-term incentive awards with a target value of $10,500,000. On December 4, 2019, the Company and United Airlines entered into the Transition Agreement with Mr. Munoz, reflecting the terms and conditions of Mr. Munoz’s transition from CEO to the role of Executive Chairman. Under the Transition Agreement, Mr. Munoz continued to serve as CEO and a director of the Company through the Company’s 2020 Annual Meeting date and during this period his employment was governed by the terms and conditions of his employment agreement. The Transition Agreement contemplates that Mr. Munoz will serve as Executive Chairman and remain a director of the Company until the date of the Company’s 2021 Annual Meeting. Other terms of the Transition Agreement are described in the CD&A above.

  95. 2020 Incentive Compensation Awards

    2020 Incentive Compensation Awards The individual target level opportunities under the 2020 annual and long-term incentive compensation awards were expressed as a percentage of the executives’ base salary earned during the year. These incentive awards are described below. Annual Incentive Program Awards. No amounts were paid under the 2020 AIP awards. As discussed in the CD&A, during 2020, each of the named executive officers participated in the AIP, an annual cash incentive plan adopted pursuant to the Company’s 2017 Plan. The 2020 AIP award opportunities were as follows: entry—50% of targeted value; target—100% of targeted value; and stretch—200% of targeted value. In addition, the 2020 awards include an “individual performance modifier” of between 0%-150%, provided, however, that in all circumstances the maximum payment level under the 2020 AIP awards was 200% of the targeted value. As in prior years, a financial metric, based on pre-tax income, represented the largest percentage of the 2020 AIP opportunity (60% of the target opportunity). The 2020 AIP awards also focused on performance measures that are linked to the satisfaction of our customers throughout their travel experience with United: NPS survey results (20% of the target opportunity) and operational performance based on our monthly #1 D:00 performance by location as compared to relevant industry peers (20% of the target opportunity). Please see “2020 Compensation Components—2020 Annual Incentive Program Awards” in the CD&A above for further information regarding the operation of the 2020 AIP. Long-Term Incentive Awards. As discussed in the CD&A, the 2020 long-term incentive target opportunity for each of the named executive officers was divided equally between (i) Performance-Based RSU awards and (ii) time-vested RSUs vesting over a three-year period. Each of these awards are stock-settled. Please see “2020 Compensation Components—2020 Long-Term Incentive Awards” in the CD&A above for further information regarding the long-term incentive awards, including the establishment of the 2020 opportunity levels and discussion of the applicable performance measures. Performance-Based RSUs. For 2020, the Committee granted Performance-Based RSU awards with performance based on (i) the Company’s absolute pre-tax margin (60% of the target opportunity) and (ii) the Company’s quarterly NPS results relative to American and Delta (40% of the target opportunity), each measured during the January 1, 2020 through December 31, 2022 performance period. Participants must remain continuously employed through the end of the performance period to receive shares, with limited exceptions for pro-rata vesting in the case of death, disability, retirement, and involuntary termination following a change in control.

  96. 2020 Incentive Compensation Awards

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  97. 2020 Incentive Compensation Awards

    Time-vested RSUs. The other portion of the 2020 long-term incentive target level opportunity was delivered in the form of time-vested RSUs. These awards vest in one-third increments on February 28, 2021, 2022 and 2023, subject to continued employment through each vesting date. The 2020 time-vested RSUs vest in full upon the holder’s death or disability. Upon retirement, the RSUs vest on a pro-rata basis with respect to the portion of the award scheduled to vest on the next vesting date. The holder of RSUs will be eligible to receive any dividends or other distributions paid or distributed with respect to the shares subject to such RSUs at the time the RSUs vest, if at all. In consideration of the 2020 time-vested RSU awards, the award agreements include restrictive covenants, including post-separation obligations related to confidentiality, non-competition and non-solicitation. 2020 Special Retention Awards. In reviewing the 2020 compensation for the Section 16 officers, in addition to annual target compensation levels, the Committee also considered the need to address retention risks related to Mr. Nocella and Ms. Jojo. In light of these concerns, one-time long-term incentive awards were considered and approved by the Committee. The Committee approved a special time-vested and stock-settled RSU award for Mr. Nocella in the amount of $2,000,000 and for Ms. Jojo in the amount of $1,000,000. To encourage retention, these awards vest in one-third increments on the third, fourth and fifth anniversary of the grant date, subject to the NEO’s continued employment through the vesting date. Promotions to CEO and President Roles. On May 21, 2020, in connection with the expanded responsibilities of Mr. Kirby upon his transition to the role of CEO and of Mr. Hart upon his transition to the role of President, the Committee approved certain compensation changes for both officers. The Committee approved an annual compensation package for Mr. Kirby with an annual base salary of $1,000,000, a target AIP opportunity equal to 250% of base salary and a target LTI opportunity equal to ten times base salary. With respect to Mr. Hart, the Committee approved an annual compensation package with an annual base salary of $775,000 (which was unchanged from his prior role), a target AIP opportunity equal to 175% of base salary and a target LTI opportunity equal to 7.5 times base salary. These compensation changes were largely not reflected in 2020 compensation paid to Messrs. Kirby and Hart since Messrs. Kirby and Hart both waived 100% of their base salaries through the end of 2020 and the Company did not make any payout with respect to the 2020 AIP awards. In addition, based on these new compensation levels, and consistent with its customary practice, the Committee approved and granted LTI awards in May 2020 in the amount of $2,285,000 for Mr. Kirby and $1,800,000 for Mr. Hart. The amounts of these awards reflect the offset of the regular LTI awards received in February 2020 and represent the new LTI opportunity only for the portion of the year that the officers would serve in their new roles. In recognition of the extreme uncertainty created by the COVID-19 pandemic, and the inability to reliably forecast financial and operational results in the current environment, 2020 long-term incentive awards granted after February 2020 were made exclusively in the form of time-vested awards, including the awards granted to Messrs. Kirby and Hart in connection with their promotions to CEO and President, respectively. These incremental promotion LTI awards were in the form of time-vested and stock-settled RSUs that vest ratably based on continued service on February 28, 2021, 2022 and 2023.

  98. 2020 Incentive Compensation Awards

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  99. 2020 Incentive Compensation Awards

    Outstanding Equity Awards at 2020 Fiscal Year-End The following table presents information regarding the outstanding equity awards held by each named executive officer as of December 31, 2020. In accordance with SEC reporting requirements, if performance through 2020 has exceeded the entry level, then the year-end number of Performance-Based RSUs that have not vested and the related payout value shown in the table below is based on achieving the next higher performance measure that exceeds the performance achieved through the 2020 fiscal year. At year-end 2020, the 2019 Performance-Based RSUs were estimated above the target level and are shown at the “stretch” level (200% of the target opportunity) and the 2020 Performance-Based RSUs were estimated at the target level and therefore also are shown at the stretch level (200% of the target opportunity). The final determination of the value of each award will be made based upon the achievement of the specified performance conditions and the value of the Common Stock at the time of vesting.

  100. 2020 Incentive Compensation Awards

    | | Option Awards | | | | Stock Awards | | | | | Name | 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 ($) | | J. Scott Kirby | 158,479(1) | — | 58.69 | 8/29/23 | — | — | — | — | | | 53,107(1) | 106,214 | 58.69 | 8/29/26 | — | — | — | — | | | — | 306,865(2) | 110.21 | 12/04/29 | — | — | — | — | | | — | — | — | — | 13,666(3) | 591,055(6) | — | — | | | — | — | — | — | 23,308(4) | 1,008,071(6) | — | — | | | — | — | — | — | 128,809(5) | 5,570,989(6) | — | — | | | — | — | — | — | — | — | 69,922(7) | 3,024,127(9) | | | — | — | — | — | — | — | 80,760(8) | 3,492,870(9) | | Brett J. Hart | 7,173(10) | 14,348 | 77.56 | 6/14/27 | — | — | — | — | | | — | — | — | — | 6,447(11) | 278,833(6) | — | — | | | — | — | — | — | 5,810(3) | 251,283(6) | — | — | | | — | — | — | — | 10,322(4) | 446,427(6) | — | — | | | — | — | — | — | 88,288(5) | 3,818,456(6) | — | — | | | — | — | — | — | — | — | 30,966(7) | 1,339,280(9) | | | — | — | — | — | — | — | 37,256(8) | 1,611,322(9) | | Gerald Laderman | — | — | — | — | 3,315(3) | 143,374(6) | | | | | — | — | — | — | 9,656(4) | 417,622(6) | — | — | | | — | — | — | — | 17,426(5) | 753,675(6) | — | — | | | — | — | — | — | — | — | 28,968(7) | 1,252,866(9) | | | — | — | — | — | — | — | 34,852(8) | 1,507,349(9) | | Andrew Nocella | — | — | — | — | 25,638(12) | 1,108,844(6) | — | — | | | — | — | — | — | 3,905(3) | 168,891(6) | — | — | | | — | — | — | — | 7,136(4) | 308,632(6) | — | — | | | — | — | — | — | 16,825(5) | 727,681(6) | — | — | | | — | — | — | — | — | — | 21,406(7) | 925,810(9) | | | — | — | — | — | — | — | 33,650(8) | 1,455,363(9) |

  101. 2020 Incentive Compensation Awards

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  102. 2020 Incentive Compensation Awards

    | | Option Awards | | | | Stock Awards | | | | | Name | 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 ($) | | Linda Jojo | 4,782(10) | 9,566 | 77.56 | 6/14/27 | — | — | — | — | | | — | — | — | — | 4,298(11) | 185,889(6) | — | — | | | — | — | — | — | 12,819(12) | 554,422(6) | — | — | | | — | — | — | — | 4,873(3) | 210,757(6) | — | — | | | — | — | — | — | 9,324(4) | 403,263(6) | — | — | | | — | — | — | — | 16,825(5) | 727,681(6) | — | — | | | — | — | — | — | — | — | 27,970(7) | 1,209,703(9) | | | — | — | — | — | — | — | 33,650(8) | 1,455,363(9) | | Oscar Munoz(13) | — | — | — | — | 26,237(3) | 1,134,750(6) | — | — | | | — | — | — | — | 40,906(4) | 1,769,185(6) | — | — | | | — | — | — | — | 67,300(5) | 2,910,725(6) | — | — | | | — | — | — | — | — | — | 122,718(7) | 5,307,554(9) | | | — | — | — | — | — | — | 134,600(8) | 5,821,450(9) |

  103. 2020 Incentive Compensation Awards

    In connection with joining the Company, Mr. Kirby received a sign-on transition award consisting of premium-priced stock options (with an exercise price that was set at 25% higher than the closing stock price on the date of grant). The options are split into two awards, one with a seven-year term ending August 29, 2023 that vested in one-third increments on August 29, 2017, 2018 and 2019, and one with a ten-year term ending August 29, 2026 that vested or will vest in one-third increments on August 29, 2020, 2021 and 2022. (2) In connection with the CEO transition process, Mr. Kirby received an award of premium-priced stock options (with an exercise price that was set 25% higher than the closing stock price of our Common Stock on the date of grant). The options have a ten-year term and vest in accordance with the following schedule: (i) 11% of the options will vest on May 20, 2023; (ii) 22% of the options will vest on May 20, 2024; (iii) 22% of the options will vest on May 20, 2025; (iv) 22% of the options will vest on May 20, 2026; (v) 11% of the options will vest on May 20, 2027; and (vi) 12% of the options will vest on May 20, 2028. (3) Represents the final one-third of RSUs granted in 2018, which vested on February 28, 2021. This award represented one-half of the 2018 long-term incentives total target opportunity. (4) Represents RSUs granted in 2019 which vested or will vest in one-third increments on February 28, 2020, 2021 and 2022, subject to continued employment through each vesting date. This award represents one-half of the 2019 long-term incentives total target opportunity. (5) Represents RSUs granted in 2020 which vested or will vest in one-third increments on February 28, 2021, 2022 and 2023, subject to continued employment through each vesting date. The total 2020 award for Messrs. Kirby and Hart includes a pro-rated supplemental award granted in connection with their promotions to CEO and President, respectively, in May 2020. The market value shown in the table was calculated based on the number of RSUs held as of December 31, 2020 multiplied by the closing price per share of Common Stock on December 31, 2020 ($43.25).

  104. 2020 Incentive Compensation Awards

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  105. 2020 Incentive Compensation Awards

    Represents Performance-Based RSU awards granted in 2019 assuming that the awards achieve the “stretch” level of performance (200% of the target opportunity). Vesting of these awards is subject to the Committee’s certification of achievement of a specified performance condition (relative pre-tax margin performance versus industry peers) for the January 1, 2019 through December 31, 2021 performance period. This award represents one-half of the 2019 long-term incentives total target opportunity. (8) Represents Performance-Based RSU awards granted in 2020 assuming that the awards achieve the “stretch” level of performance (200% of the target opportunity). Vesting of these awards is subject to the Committee’s certification of achievement of specified performance conditions (Company pre-tax margin and relative NPS performance versus industry peers) for the January 1, 2020 through December 31, 2022 performance period. This award represents one-half of the 2020 annual long-term incentives total target opportunity with respect to LTI awards granted in February 2020. Incremental 2020 LTI awards granted to Messrs. Kirby and Hart in connection with their promotions to CEO and President, respectively, were granted as time-vested RSUs. (9) The market value of the unvested Performance-Based RSUs shown in the table was calculated based on the number of unvested RSUs as of December 31, 2020 that represent the level of performance as reflected in footnotes 7 and 8 to this table, multiplied by the closing price per share of Common Stock on December 31, 2020 ($43.25). Subject to achievement of the specified performance conditions, the 2019 and 2020 Performance-Based RSUs will be settled in stock. (10) Represents special stock option awards granted to Mr. Hart and Ms. Jojo on June 14, 2017. These awards vest in one-third increments over the third, fourth and fifth anniversary of the date of grant (June 14, 2020, 2021 and 2022). (11) Represents special RSU awards granted to Mr. Hart and Ms. Jojo on June 14, 2017. These awards vested or will vest in one-third increments on June 14, 2020, 2021 and 2022. (12) Represents special RSU awards granted to Mr. Nocella and Ms. Jojo on February 21, 2020. These awards vest in one-third increments on February 21, 2023, 2024 and 2025. Under the terms of his Transition Agreement, Mr. Munoz is expected to separate from the Company in March 2022. Awards that have not vested prior to his separation are scheduled to be forfeited without payment.

  106. 2020 Incentive Compensation Awards

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  107. 2020 Incentive Compensation Awards

    Option Exercises and Stock Vested for 2020 The following table presents information regarding the vesting of RSUs and Performance-Based RSUs during 2020. There were no option exercises by the named executive officers during 2020.

  108. 2020 Incentive Compensation Awards

    | | Stock Awards | | | Name | Number of Units Vesting (#) | Value Realized on Vesting ($) | | J. Scott Kirby | 12,225(1) | 752,938(1) | | | 13,665(2) | 841,627(2) | | | 11,653(3) | 717,708(3) | | | 81,992(4) | 3,802,789(4) | | Brett J. Hart | 5,182(1) | 319,159(1) | | | 5,810(2) | 357,838(2) | | | 5,161(3) | 317,866(3) | | | 34,858(4) | 1,616,714(4) | | | 3,223(5) | 127,824(5) | | Gerald Laderman | 2,281(1) | 140,487(1) | | | 3,315(2) | 204,171(2) | | | 4,828(3) | 297,357(3) | | | 19,890(4) | 922,498(4) | | Andrew Nocella | 2,920(1) | 179,843(1) | | | 3,904(2) | 240,447(2) | | | 3,567(3) | 219,692(3) | | | 23,426(4) | 1,086,498(4) | | | 8,856(6) | 575,109(6) | | Linda Jojo | 4,332(1) | 266,808(1) | | | 4,873(2) | 300,128(2) | | | 4,661(3) | 287,071(3) | | | 29,236(4) | 1,355,966(4) | | | 2,149(5) | 85,229(5) | | Oscar Munoz | 23,472(1) | 1,445,640(1) | | | 26,237(2) | 1,615,937(2) | | | 20,453(3) | 1,259,700(3) | | | 157,422(4) | 7,301,232(4) |

  109. 2020 Incentive Compensation Awards

    (1) Represents the vesting on February 28, 2020 of one-third of the restricted shares granted in 2017 and valued based on the closing price per share of Common Stock on the vesting date ($61.59). (2) Represents the vesting on February 28, 2020 of one-third of the time-vested RSUs granted in 2018 and valued based on the closing price per share of Common Stock on the vesting date ($61.59). (3) Represents the vesting on February 28, 2020 of one-third of the time-vested RSUs granted in 2019 and valued based on the closing price per share of Common Stock on the vesting date ($61.59). Represents Performance-Based RSU awards granted in 2018 that vested based on the Company’s achievement of improvement in pre-tax margin performance relative to industry peers over the three-year performance period January 1, 2018 through December 31, 2020. Pursuant to the terms of the award

  110. 2020 Incentive Compensation Awards

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  111. 2020 Incentive Compensation Awards

    agreements, the 2018 pre-tax margin Performance-Based RSU awards were settled in cash in the first quarter of 2021 following certification by the Committee that the Company achieved above the stretch level of performance (200% of target). Under the terms of the award agreements, the RSUs were settled based on the 20-day average closing price prior to the December 31, 2020 vesting date ($46.38 per unit). Represents the vesting on June 14, 2020 of one-third of special time-vested RSU awards (stock-settled) granted to Mr. Hart and Ms. Jojo in 2017 as retention awards and valued based on the closing price per share of Common Stock on the vesting date ($39.66). (6) Represents the vesting on February 27, 2020 of one-third of a special sign-on RSU award (stock-settled) granted to Mr. Nocella in 2017 in connection with joining the Company and valued based on the closing price per share of Common Stock on the vesting date ($64.94). 2020 Pension Benefits Table Prior to the 2010 merger, Continental Airlines maintained a SERP benefit for Mr. Laderman that provides an annual retirement benefit expressed as a percentage of his final average compensation. The SERP is not a current element of the Company’s compensation program. For Mr. Laderman, final average pay used in the SERP calculation was frozen as of December 31, 2010 and the SERP benefit was fully frozen as of December 31, 2013. Mr. Laderman also participates in the Continental Retirement Plan (“CARP”), which was frozen as of December 31, 2013. The following table sets forth information as of December 31, 2020 for Mr. Laderman concerning the present value of his accumulated benefits under the CARP, which was frozen with respect to all management and administrative employees, including officers, as of December 31, 2013, and his SERP benefit. The SERP amounts shown in this proxy statement reflect an estimated Medicare tax indemnification that is expected to be paid by the Company in the year Mr. Laderman retires or terminates.

  112. 2020 Incentive Compensation Awards

    | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Gerald Laderman | CARP | 23.3 | 820,260 | 0 | | | SERP | 19.0 | 4,062,242 | 0 |

  113. 2020 Incentive Compensation Awards

    (1) Years of credited service recognized under the SERP differ from actual service with the Company. Actual Company service (including Continental service) through December 31, 2013 is shown with respect to the CARP. The assumptions used to calculate the present value of accumulated benefits under CARP and SERP, including those shown in the 2020 Summary Compensation Table, are set forth in the table below. These assumptions are primarily the same as those used for pension plan accounting under FASB ASC Topic 715-20 “Compensation—Retirement Benefits—Defined Benefit Plans—General” (“ASC 715-20”), as of each measurement date with three exceptions: pre-retirement mortality; pre-retirement turnover; and the age at which participants are assumed to retire.

  114. 2020 Incentive Compensation Awards

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  115. 2020 Incentive Compensation Awards

    Narrative to Pension Benefits Table

  116. 2020 Incentive Compensation Awards

    | | Measurement Date | | | | Assumption | 12/31/2018 | 12/31/2019 | 12/31/2020 | | Discount Rate and Lump Sum Interest Rate: | | | | | • CARP | 4.33% | 3.64% | 2.82% | | • SERP | 4.40% | 4.40% | 4.40% | | Lump Sum Election | 100% | 100% | 100% | | Pre-retirement Turnover | None | None | None | | Mortality Assumption: • Pre-retirement | None | None | None | | • Lump Sum—CARP | 2019 IRS 417(e) Table | 2021 IRS 417(e) Table | 2021 IRS 417(e) Table projected with mortality improvement scale MP-2020 through the year of commencement | | • Lump Sum—SERP | 2019 IRS 417(e) Table | 2019 IRS 417(e) Table | 2019 IRS 417(e) Table | | Assumed Retirement Age (earliest unreduced age): | | | | | • CARP | Age 65 | Age 65 | Age 65 | | • SERP | Age 60 (or current age if older) | Age 60 (or current age if older) | Age 60 (or current age if older) |

  117. 2020 Incentive Compensation Awards

    CARP. The CARP is a non-contributory, defined benefit pension plan in which substantially all of Continental’s non-pilot domestic employees (including Mr. Laderman) were entitled to participate. During 2020, the Company did not contribute to the CARP. Effective December 31, 2013, the Company froze benefit accruals under the CARP for all management and administrative employees, including Mr. Laderman. Effective January 1, 2014, all management and administrative employees of the Company, including the named executive officers, participate in defined contribution plans. In addition, management employees with compensation greater than the tax-qualified plan limit, including these officers, participate in the United Airlines, Inc. Management Cash Direct & Cash Match Program. The Company’s decision to freeze the CARP was part of the Company’s efforts to standardize management and administrative benefits following the 2010 merger with Continental. The CARP benefit is based on a formula that utilizes final average compensation and service while one was an eligible employee of Continental. Compensation used to determine benefits is regular pay, which includes salary deferral elections under broad-based employee programs (such as United’s 401(k) plan), but excludes bonuses, taxable income derived from group term life insurance, payments pursuant to profit sharing plans, and any form of non-cash or incentive compensation. A limit of $170,000 is applied to each year of compensation. Final average compensation is based on the highest consecutive five calendar years of compensation of the ten most recent calendar years of employment. The final average compensation used to calculate the frozen accrued CARP benefit for Mr. Laderman is $170,000.

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  119. 2020 Incentive Compensation Awards

    The benefit under the CARP is calculated as (A) times (B), where: is 1.19% of final average compensation plus 0.45% of the final average compensation in excess of the participant’s average Social Security wage base; and (B) is credited service, limited to 30 years. Normal retirement under the CARP is age 65, but a participant is entitled to receive a reduced benefit after attaining either age 55 with 10 years of service or age 50 with 20 years of service. The early retirement benefit is the same as the normal retirement benefit, but actuarially reduced from age 65 to the early retirement age. Mr. Laderman was eligible for early retirement as of December 31, 2020. The CARP benefit can be received as a single life annuity or an actuarially equivalent contingent annuity with 50%, 662∕3%, 75%, or 100% of the participant’s payments continuing for the life of the surviving spouse following the participant’s death, or as an actuarially equivalent lump sum. The lump sum payment option is not available if the participant terminates before being eligible for either normal or early retirement. Frozen SERP. The SERP benefit originally was granted in connection with Mr. Laderman’s employment agreement with Continental and will be offset by amounts paid or payable under the CARP. These benefits are not protected from bankruptcy, are subject to the rights of creditors of the Company, and are not protected by the Pension Benefit Guaranty Corporation. Continental provided the SERP benefits to address the compensation limits under CARP and to encourage retention by enhancing the financial value of continued employment with Continental. Mr. Laderman’s SERP benefit was partially frozen as of December 31, 2010 and fully frozen as of December 31, 2013. Payouts under the SERP are based on final average compensation, which was frozen as of December 31, 2010 for all SERP participants, and credited years of service, which was frozen as of December 31, 2013 for Mr. Laderman. Under the SERP, final average compensation means the greater of a specified minimum amount or the average of the participant’s highest five years of compensation during their last ten calendar years through the 2010 freeze date. For purposes of such calculation, compensation includes salary and cash bonuses but excludes certain other award payments, such as proceeds from awards under any option or stock incentive plan and any cash awards paid under a long-term incentive plan. The final average compensation used to calculate the frozen SERP accrued benefit is $655,357 for Mr. Laderman and credited years of service recognized under the SERP began January 1, 2000 for Mr. Laderman. Mr. Laderman received one additional credited year of service under the SERP for each actual year of service during the period 2000 through 2004. This additional service credit was provided as a retention incentive. The portion of the Present Value of Accumulated Benefits attributable to years of service credited under the SERP that are greater than actual years worked while participating in the SERP is $1,184,958 for Mr. Laderman. The benefit under the SERP is defined as a single life annuity, which is (a) times (b) minus (c), where: (a) is 2.50% of final average compensation; (b) is credited service; and (c) is the benefit payable from the CARP. The Company will increase the amount for the executive’s portion of any Medicare payroll tax incurred in connection with the SERP payout (plus income taxes on such indemnity payment). This Medicare tax indemnity is expected to be paid in the year the executive terminates. Normal retirement under the SERP is age 60, but an officer is entitled to receive a reduced benefit upon the earlier of attaining age 55 or completing 10 years of actual service under the SERP. The benefit is payable as a

  120. 2020 Incentive Compensation Awards

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  121. 2020 Incentive Compensation Awards

    lump sum, which is the actuarial equivalent of the single life annuity benefit payable at age 60. The lump sum is calculated using the same mortality table disclosed in the footnote to the financial statements for SERP (the Internal Revenue Service (“IRS”) prescribed 417(e) table). It is also calculated using an interest rate that is the average of the Moody’s Aa Corporate Bond rate for the three-month period ending on the last day of the second month preceding payment. Potential Payments upon Termination or Change in Control This section quantifies and describes potential payments that may be made to our named executive officers upon termination of employment or upon a change in control of the Company assuming that such event had occurred on December 31, 2020. This section does not include payments for awards that already were earned or vested as of December 31, 2020. The 2018 Performance-Based RSUs for the 2018-2020 performance period are included in the Option Exercises and Stock Vested for 2020 table. No payment was made under the 2020 AIP awards. This section describes the termination benefits of our continuing named executive officers as provided under the terms of the Company’s Executive Severance Plan and, as applicable, outstanding incentive compensation awards. The termination benefits applicable to Mr. Munoz as of December 31, 2020 are set forth in his Transition Agreement. A description of the amounts that would have been payable to Mr. Munoz if he had separated at December 31, 2020 and his anticipated separation benefits under the terms of his Transition Agreement are set forth at the end of this section.

  122. Termination Benefits of Mr. Munoz; CEO Transition Agreement

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($)(4) | Total ($) | | Carolyn Corvi | 73,125 | 170,172 | 6,571 | 249,868 | | Barney Harford | 69,375 | 170,172 | 2,022 | 241,569 | | Michele J. Hooper | 72,500 | 170,337 | 22,587 | 265,424 | | Todd M. Insler | —(5) | —(5) | 4,960 | 4,960 | | Walter Isaacson | 72,500 | 170,337 | 5,075 | 247,912 | | James A. C. Kennedy | 67,500 | 170,172 | 29,943 | 267,615 | | Sito J. Pantoja | —(5) | —(5) | 3,188 | 3,188 | | Edward M. Philip | 82,500 | 170,337 | 14,620 | 267,457 | | Edward L. Shapiro | 68,750 | 170,337 | 28,582 | 267,669 | | David J. Vitale | 72,500 | 170,172 | 14,415 | 257,087 | | James M. Whitehurst | 70,625 | 170,337 | 30,980 | 271,942 | | Former Director who served as a Director in 2020 | | | | | | Jane C. Garvey | 56,250 | — | 154 | 56,404 |