DEF 14A of United Airlines Holdings, Inc.
Filed Apr 7, 2026 · FY20250001104659-26-040467
Item 1 | Election of Directors (► see page 16 for more information)
Item 1 | Election of Directors (► see page 16 for more information) The Board has nominated the following 11 director nominees for election by the holders of shares of Common Stock: Ms. Rosalind Brewer, Ms. Michelle Freyre, Mr. Matthew Friend, Mr. Barney Harford, Ms. Michele J. Hooper, Mr. Walter Isaacson, Mr. Scott Kirby, Mr. Edward M. Philip, Mr. Edward L. Shapiro, Ms. Laysha Ward and Mr. James M. Whitehurst. The United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International (the “ALPA”) has nominated and intends to elect Captain Brian Noyes at the Annual Meeting. The International Association of Machinists and Aerospace Workers (the “IAM”) has nominated and intends to reelect Mr. Richard Johnsen at the Annual Meeting. A more detailed discussion on how directors are selected and elected, how Board governance operates, how the Board is organized, how you can communicate with directors and how directors are paid can be found beginning on page 34.
Item 1 | Election of Directors (► see page 16 for more information)
| The Board Recommends you vote FOR each of the nominees | Vote Required We have majority voting in uncontested elections of directors. Accordingly, our bylaws provide that each director will be elected by vote of a majority of the votes cast with respect to that director’s election. Abstentions and broker non-votes will have no effect on the election of directors. |
Director Nominee Details
Director Nominee Details The following tables provide summary information of our Board if our director nominees are elected.
Director Nominee Details
| | Independent Chair of Board since 2021 6 of 13 Directors joined our Board within the last five years 10 of 13 Directors (10 of 11 nominees elected by the holders of Common Stock) are independent | |
Director Nominee Details
| 2026 Proxy Statement | 5 |
Director Nominee Details
| Name and Principal Occupation | | Age | Director Since | Independent Director | Other Current Public Boards | Current Committee Memberships | | | | | | | | | | | | | Audit | Compensation | Executive | Finance | Nominating/ Governance | Public Responsibility | | Directors to be Elected by the Holders of Common Stock | | | | | | | | | | | | | | Rosalind Brewer Former CEO, Walgreens Boots Alliance, Inc.; Interim President, Spelman College | 63 | 2024 | | – | | ¢ | | ¢ | | | | | Michelle Freyre Global Brand President, Clinique and Dermatological Brands, The Estée Lauder Companies, Inc. | 55 | 2024 | | – | | | | ¢ | | ¢ | | | Matthew Friend EVP and CFO, NIKE, Inc. | 48 | 2021 | | – | ¢ ▲ | ¢ | | ¢ | | | | | Barney Harford Former COO, Uber Technologies, Inc.; Former CEO, Orbitz Worldwide, Inc. | 54 | 2016 | | – | ¢ | | | ¢ | | ¢ | | | Michele J. Hooper President and CEO, The Directors’ Council | 74 | 2018 | | 1 | ⚫▲ | | ¢ | | ¢ | | | | Walter Isaacson Professor of History, Tulane University; Advisory Partner, Perella Weinberg Partners LP | 73 | 2006 | | – | | | ¢ | | ¢ | ⚫ | | | J. Scott Kirby CEO, United Airlines Holdings, Inc. | 58 | 2020 | CEO | 1 | | | ¢ | ¢ | | | | | Edward M. Philip « Former COO, Partners in Health | 61 | 2016 | | 2 | ¢ ▲ | | ⚫ | | ⚫ | | | | Edward L. Shapiro Former Managing Partner, PAR Capital Management, Inc.; Managing Trustee, The Shapiro Foundation | 61 | 2016 | | – | | ¢ | ¢ | ⚫ | | | | | Laysha Ward Former EVP and Chief External Engagement Officer, Target Corporation | 58 | 2021 | | – | ¢ | | | | ¢ | ¢ | | | James M. Whitehurst Managing Director, Silver Lake; Executive Chairman, Qualtrics, LLC | 58 | 2016 | | 2 | | ⚫ | ¢ | | ¢ | | | Directors to be Elected by the Holders of Other Classes of Stock | | | | | | | | | | | | | | Captain Brian Noyes Chair, United Airlines Master Executive Council, ALPA | 56 | 2025 | | – | | | | | | ¢ | | | Richard Johnsen Air Transport Territory General Vice President, IAM Union | 57 | 2021 | | – | | | | | | ¢ | | Number of Meetings in 2025 | | Board–9 | | | | 9 | 6 | 5 | 9 | 4 | 6 |
Director Nominee Details
| ⚫ | Committee Chair | ¢ | Committee Member | « | Chairman of the Board | ▲ | Audit Committee Financial Expert |
Director Nominee Details
| 6 | 2026 Proxy Statement |
Director Nominee Details
| Director Nominee Skills and Experience | | Brewer | Freyre | Friend | Harford | Hooper | Isaacson | Johnsen | Kirby | Noyes | Philip | Shapiro | Ward | Whitehurst | | | ACTIVE OR FORMER C-SUITE EXECUTIVE: Service in senior leadership positions, including past CEO experience or other senior executive positions | | | | | | | | | | | | | | | | AIR, TRAVEL & TRANSPORTATION: Experience as a business leader, regulator or consultant in the industry | | | | | | | | | | | | | | | | GOVERNANCE AND CURRENT OR FORMER PUBLIC COMPANY BOARD: Experience in corporate governance through current or past service on the boards of other publicly traded companies | | | | | | | | | | | | | | | | FINANCE/ACCOUNTING/CAPITAL ALLOCATION: Experience in evaluating financial statements or overseeing capital structure and financial strategy | | | | | | | | | | | | | | | | GLOBAL OPERATIONS: Leadership at a global company or experience overseeing international corporate strategy, operations or development | | | | | | | | | | | | | | | | HUMAN CAPITAL MANAGEMENT/UNION RELATIONS: Experience in human capital management, human resources, talent acquisition and management or labor relations and unions | | | | | | | | | | | | | | | | RETAIL / BRAND MANAGEMENT: Experience in consumer marketing, sales or brand management | | | | | | | | | | | | | | | | RISK MANAGEMENT: Experience in risk management and oversight, including risk assessment, identification and mitigation | | | | | | | | | | | | | | | | TECHNOLOGY/CYBERSECURITY: Experience in e-commerce, cybersecurity, data analytics or information technology | | | | | | | | | | | | | |
Director Nominee Details
| 2026 Proxy Statement | 7 |
Compensation Program Highlights
Compensation Program Highlights Our 2025 executive compensation program (the “2025 Program”) was designed to motivate and reward our management team for advancing United’s strategic and financial priorities while aligning the management team’s interests with those of our stockholders. It features long-term performance-based equity awards and applies three-year vesting to our time-based equity awards. The following is a high-level summary of the 2025 Program.
2025 TOTAL TARGET COMPENSATION MIX
| Short-Term Incentive Program | | | Long-Term Incentive Program | | | | ● Our executives are eligible to receive an annual cash short-term incentive award, which is earned based on achievement of performance measures consistent with our business plan for the fiscal year (in particular, operational targets aligned with our key strategic initiatives to enhance the best-in-class travel experience of our customers as well as financial targets aligned with our key financial objectives) and metrics are designed to align with short-term and long-term stockholder value creation. | | | ● We granted awards of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PBRSUs” or “Performance-Based RSUs”) to our executives in 2025. ● Equity awards are structured to promote retention of key talent, motivate management’s focus on our sustained performance and success and on building long-term stockholder value. | | | | 2025 Short-Term Incentive Program Weighted Measures | | | Performance-Based RSUs | | | | 33% | | Financial: This metric is based on our 2025 Adjusted EBITDAR Margin relative to our industry peers. | 50% | | Performance-Based RSUs reward achievement of financial goals and strategic initiatives. | | 33% | | Net Promoter Score (“NPS”): This customer-based metric focuses on taking care of our customers and indicates our success toward positioning the United brand as the preferred choice for airline travel. | Time-Based RSUs | | | | | | | 50% | | Time-based RSUs vest one-third per year over a three-year period, aligning with stockholder value creation and promoting executive retention. | | 33% | | Operational Excellence: This features three key airline operational metrics—on-time departures, mishandled baggage rate and seat cancellations. | | | |
Item 1-Election of Directors
Item 1-Election of Directors Our Amended and Restated Bylaws provide that the number of directors shall be determined by the Board, which has currently set the number at 13. The Board reserves the right to increase or decrease its size at any time. Upon the recommendation of the Nominating/Governance Committee, which consists of only independent directors, the Board has unanimously nominated 11 nominees (Ms. Brewer, Ms. Freyre, Mr. Friend, Mr. Harford, Ms. Hooper, Mr. Isaacson, Mr. Kirby, Mr. Philip, Mr. Shapiro, Ms. Ward and Mr. Whitehurst) for election by the holders of shares of Common Stock as directors of the Company at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named. The ALPA, the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, which provides the ALPA with the right to elect one member to the Board at each annual meeting of stockholders (the “ALPA director”), has nominated and intends to elect Captain Noyes as the ALPA director at the Annual Meeting. The IAM, the sole holder of the Company’s Class IAM Junior Preferred Stock, which provides the IAM with the right to elect one member to the Board at each annual meeting of stockholders (the “IAM director”), has nominated and intends to reelect Mr. Johnsen at the Annual Meeting. Each Board nominee being voted on by holders of Common Stock was elected by our stockholders at the 2025 annual meeting. In accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, we have a declassified Board, which means that if elected each nominee will serve a one-year term of office that would expire at the next annual meeting of stockholders. Each director will hold office until his or her successor is elected and qualified or until his or her earlier resignation, removal from office or death. Each of the directors nominated by the Board has consented to serving as a nominee, being named in this Proxy Statement and serving on the Board, if elected. Consequently, the Board knows of no reason why any of the nominees would be unable or unwilling to serve. However, if for any reason any nominee is unable or unwilling to serve as a director, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one. Alternatively, the Board may reduce the number of directors who serve on the Board to eliminate the vacancy. In accordance with our Corporate Governance Guidelines, any nominee who is currently a director and for whom more votes are cast against than are cast for must offer to resign from the Board. There are no family relationships among the director nominees or between the director nominees and any executive officer. The Board asks in Item 1 for your voting support so we can continue our important work and build on our success. All of the nominees are expected to attend the Annual Meeting.
Item 1-Election of Directors
| The Board Recommends you vote FOR each of the nominees | Vote Required We have implemented majority voting in uncontested elections of directors. Accordingly, our bylaws provide that each director will be elected by vote of a majority of the votes cast with respect to that director’s election. Abstentions and broker non-votes will have no effect on the election of directors. |
Item 1-Election of Directors
| 16 | 2026 Proxy Statement |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
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.
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| 20 | 2026 Proxy Statement |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| ROSALIND BREWER-Independent Director | | | | | EXPERIENCE Spelman College (university) Interim President (2024-present) Walgreens Boots Alliance, Inc. (retail pharmacy and health care company) Special Advisor (2023-2025) Chief Executive Officer (2021-2023) Starbucks Corporation (beverage retailing company) Group President and Chief Operating Officer (2017-2021) Sam’s Club (membership-only retail warehouse club) President and Chief Executive Officer (2012-2017) Walmart Inc. (retail company) Multiple roles (2006-2012), including Executive Vice President, Operations (2007-2008) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS Walgreens Boots Alliance, Inc. (2021-2023) Amazon.com, Inc. (2019-2021) Starbucks Corporation (2019-2021) EDUCATION Spelman College, BS, Chemistry | | Director Since: 2024 Age: 63 Committees: Compensation Finance | | |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
Skills and Qualifications:
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| | Active or Former C-Suite Executive: Ms. Brewer has extensive executive leadership experience through her positions as Chief Executive Officer of Walgreens Boots Alliance, Inc. (“Walgreens”), Group President and Chief Operating Officer at Starbucks Corporation, President and Chief Executive Officer of Sam’s Club and Interim President of Spelman College. | | | Governance and Current or Former Public Company Board: Ms. Brewer brings the benefit of her previous public company board experience, having served on the boards of directors of Walgreens, Amazon.com, Inc., Starbucks Corporation and Lockheed Martin Corporation. | | | Finance / Accounting / Capital Allocation: Through her extensive senior executive experience, including as chief executive officer and chief operating officer of various companies, Ms. Brewer has gained a broad base of knowledge regarding financial statements and financial strategy. | | | Global Operations: Ms. Brewer has senior executive experience as well as experience being a board member of various large companies with global operations. | | | Retail / Brand Management: Having experience at Walgreens, Starbucks Corporation, Sam’s Club and Walmart, Inc., Ms. Brewer has a wide base of experience with consumer facing brands. | | | Technology / Cybersecurity: During her time as Chief Executive Officer of Walgreens, Group President and Chief Operating Officer of Starbucks Corporation and President and Chief Executive Officer of Sam’s Club, Ms. Brewer developed a successful track record of implementing large digital transformations and fostering innovation among leadership with regard to new technologies. |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| 2026 Proxy Statement | 21 |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| MICHELLE FREYRE-Independent Director | | | | | EXPERIENCE The Estée Lauder Companies, Inc. (cosmetics company) Global Brand President, Clinique and Dermatological Brands (2025-present) Global Brand President, Clinique and Origins (2022-2025) Global Brand President, Clinique (2021-2022) Senior Vice President, Global General Manager (2020-2021) Johnson & Johnson (healthcare products company) President, U.S. Beauty, Consumer Division (2016-2019) General Manager, Neutrogena Corp. (2013-2016) Multiple roles (1999-2013), including National Sales Director of U.S. Skincare Brands (2011-2013) PepsiCo (food and beverage company) Associate Brand Manager (1998-1999) Assistant Brand Manager (1997-1998) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION Harvard Business School, Master of Business Administration Yale University, BA, Economics | | Director Since: 2024 Age: 55 Committees: Finance Public Responsibility | | |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
Skills and Qualifications:
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| | Active or Former C-Suite Executive: Ms. Freyre has extensive senior leadership experience through her position as Global Brand President, Clinique and Dermatological Brands, at The Estée Lauder Companies (“Estée Lauder”), where she is responsible for guiding the brand’s overall strategic vision, including innovation, product development, marketing and all facets of consumer engagement, as well as through her past experience in various leadership roles within the Consumer Health Products division of Johnson & Johnson, where she most recently served as President of U.S. Beauty. | | | Global Operations: Ms. Freyre has experience as a senior executive of Estée Lauder and Johnson & Johnson, both of which are large companies with a multinational presence. | | | Retail / Brand Management: Ms. Freyre brings extensive brand management, product development and marketing expertise as Global Brand President, Clinique and Dermatological Brands, of Estée Lauder, as well as through her experience as President of U.S. Beauty at Johnson & Johnson. |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| 22 | 2026 Proxy Statement |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| MATTHEW FRIEND-Independent Director | | | | | EXPERIENCE NIKE, Inc. (apparel company) Executive Vice President and Chief Financial Officer (2020-present) Chief Financial Officer, Nike Operating Segments and VP of Investor Relations (2019-2020) Vice President and Chief Financial Officer, Nike Brand (2017-2019) Vice President and Chief Financial Officer, Nike Global Brands and Functions (2016-2017) Multiple roles (2009-2016), including Vice President & CFO, Emerging Markets (2011-2014) Goldman Sachs (financial institution) Senior Vice President, Technology, Media & Telecom Group (2005-2009) Morgan Stanley (financial institution) Associate (2002-2005) Analyst (2000-2002) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION University of California, Berkeley, BS, Business Administration | | Director Since: 2021 Age: 48 Committees: Audit Compensation Finance | | |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| Skills and Qualifications: | | | | Active or Former C-Suite Executive: Mr. Friend has senior leadership experience through his position as Chief Financial Officer of NIKE, Inc. (“NIKE”) and as a member of NIKE’s leadership team, including serving as an executive sponsor of the Black Employee Network, a Nike employee group. | | | Finance / Accounting / Capital Allocation: Mr. Friend brings experience in corporate strategy and development as well as a decade of experience in investment banking and mergers and acquisitions. | | | Global Operations: During his time as an executive officer at NIKE, Mr. Friend gained global operations experience, including in the Asia Pacific region, China, Latin America and Europe. | | | Retail / Brand Management: Mr. Friend brings extensive management and direct-to-customer business expertise to the Board as Executive Vice President and Chief Financial Officer of NIKE. | | | Risk Management: Mr. Friend brings expertise in identifying, managing and mitigating key strategic and operational risks through his experience as Chief Financial Officer of NIKE. | | | Technology / Cybersecurity: As Chief Financial Officer, Mr. Friend manages NIKE’s technology risks, including operational resilience, privacy and data protection and cybersecurity. |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| 2026 Proxy Statement | 23 |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| BARNEY HARFORD-Independent Director | | | | | EXPERIENCE Uber Technologies, Inc. (ridesharing and local services company) Chief Operating Officer (2018-2019) Orbitz Worldwide, Inc. (online travel company) Chief Executive Officer (2009-2015) Expedia, Inc. (online travel company) Multiple roles (1999-2006), including President of Expedia Asia Pacific (2004-2006) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION INSEAD, Master of Business Administration University of Cambridge, BA, MA (Cantab), Natural Sciences | | Director Since: 2016 Age: 54 Committees: Audit Finance Public Responsibility | | |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| Skills and Qualifications: | | | | Active or Former C-Suite Executive: Mr. Harford has served in various senior positions at Orbitz Worldwide, Inc. (“Orbitz”), Expedia, Inc. (“Expedia”) and Uber Technologies, Inc. (“Uber”). | | | Finance / Accounting / Capital Allocation: Mr. Harford has gained a broad base of knowledge regarding financial statements and financial strategy through his experience in various leadership roles, including as chief executive officer and chief operating officer of large companies. | | | Air / Travel / Transportation: Mr. Harford brings travel industry and ecommerce insight having served as Chief Executive Officer of Orbitz. | | | Global Operations: Mr. Harford provides experience with international markets, in particular the Asia Pacific region, having led Expedia’s entry into China, Australia and Japan. | | | Retail / Brand Management: Having experience at Orbitz, Expedia and Uber, Mr. Harford has a wide base of experience with consumer facing brands. | | | Risk Management: Mr. Harford has extensive prior experience and leadership in risk management, including as Chief Executive Officer of Orbitz and Chief Operating Officer of Uber as well as through his past service on other boards with complex risk management profiles. | | | Technology / Cybersecurity: During his time at Orbitz, Mr. Harford developed a successful track record deploying large technology teams. |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| 24 | 2026 Proxy Statement |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| MICHELE J. HOOPER-Independent Director | | | | | EXPERIENCE The Directors’ Council (consulting firm) President and Chief Executive Officer (2013-present) Voyager Expanded Learning (provider of educational training services) President and Chief Executive Officer (1999-2000) Stadtlander Drug Company (pharmaceutical company) President and Chief Executive Officer (1998-1999) | OTHER PUBLIC COMPANY DIRECTORSHIPS UnitedHealth Group, Inc. (2007-present) FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION University of Chicago, Master of Business Administration University of Pennsylvania, BS, Economics | | Director Since: 2018 Age: 74 Committees: Audit (Chair) Executive Nominating/Governance | | |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| Skills and Qualifications: | | | | Active or Former C-Suite Executive: As President and Chief Executive Officer of The Directors’ Council, Ms. Hooper has consulted with boards of major companies to enhance the effectiveness of their corporate governance. | | | Governance and Current or Former Public Company Board: Ms. Hooper has been a director of Target Corporation, Warner Music Group Corporation and PPG Industries, Inc. and she is currently a director at UnitedHealth Group, Inc. | | | Finance / Accounting / Capital Allocation: Through her extensive experience as a chief executive officer of various companies, Ms. Hooper has gained a broad base of knowledge regarding financial statements and financial strategy. | | | Global Operations: Ms. Hooper has experience as a board member of large companies with global operations. | | | Retail / Brand Management: During her time at Target Corporation and Warner Music Group Corporation, Ms. Hooper gained experience with consumer facing businesses. | | | Risk Management: 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, risk management and oversight capabilities. |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| 2026 Proxy Statement | 25 |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| WALTER ISAACSON-Independent Director | | | | | EXPERIENCE Perella Weinberg Partners LP (financial services firm) Advisory Partner (2017-present) The Aspen Institute (international education and leadership institute) President and Chief Executive Officer (2003-2018) CNN (media company) Chairman and Chief Executive Officer (2001-2003) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION University of Oxford, Pembroke College, BA, Philosophy, Politics and Economics Harvard University, AB, History and Literature | | Director Since: 2006 Age: 73 Committees: Public Responsibility (Chair) Executive Nominating/Governance | | |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| Skills and Qualifications: | | | | Active or Former C-Suite Executive: Mr. Isaacson has extensive senior leadership experience from his time as the chairman of CNN, the editor of TIME magazine, the Chief Executive Officer of The Aspen Institute (where he is now a Distinguished Fellow), an Advisory Partner at Perella Weinberg Partners, the chair emeritus of Teach for America and the chairman of the Broadcasting Board of Governors. | | | Governance and Current or Former Public Company Board: Mr. Isaacson is the previous chairman of the board of directors of CNN. | | | Global Operations: Mr. Isaacson has experience as a former executive officer at large companies with a multinational presence. |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
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DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| J. SCOTT KIRBY-Chief Executive Officer and Director | | | | | EXPERIENCE United Airlines Holdings, Inc. Chief Executive Officer (2020-present) President (2016-2020) American Airlines Group and American Airlines, Inc. (airline company) President (2013-2016) US Airways (airline company) President (2006-2013) | OTHER PUBLIC COMPANY DIRECTORSHIPS CVS Health Corporation (2023-present) FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION The George Washington University, MS, Operations Research United States Air Force Academy, BS, Computer Science and Operations Research | | Director Since: 2020 Age: 58 Committees: Executive Finance | | |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| Skills and Qualifications: | | | | Active or Former C-Suite Executive: 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. | | | Air / Travel / Transportation: Through his time at US Airways, American Airlines, Inc. and now with the Company, Mr. Kirby has extensive and valuable experience in the airline industry. | | | Governance and Current or Former Public Company Board: Mr. Kirby currently serves on the board of directors of CVS Health Corporation. | | | Finance / Accounting / Capital Allocation: Mr. Kirby brings to the Board valuable expertise based on his development and implementation of the Company’s strategic growth plans, including its financial strategies, in connection with his role as Chief Executive Officer and President of the Company. | | | Global Operations: Mr. Kirby has key expertise in the Company’s domestic and international operations. | | | Retail / Brand Management: Mr. Kirby brings valuable expertise to the Board from his experience with marketing, sales, alliances and network planning at the Company. |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
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DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| EDWARD M. PHILIP-Chairman of the Board and Independent Director | | | | | EXPERIENCE Partners in Health (non-profit healthcare organization) Chief Operating Officer (2013-2017) Highland Consumer Fund (private equity company) Special Partner (2013-2017) Co-Founder and Managing General Partner (2006-2013) Decision Matrix Group (research and consulting firm) President and Chief Executive Officer (2004-2005) Lycos, Inc. (internet search company) President, Chief Operating Officer and Chief Financial Officer (1996-2000) The Walt Disney Company (entertainment company) Vice President of Finance (1991-1995) | OTHER PUBLIC COMPANY DIRECTORSHIPS BRP Inc. (2005-present) Strata Critical Medical, Inc. (2019-present) FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS Hasbro, Inc. (2002-2023) EDUCATION Harvard Business School, Master of Business Administration Vanderbilt University, BS, Math and Economics | | Director Since: 2016 Age: 61 Committees: Executive (Chair) Nominating/ Governance (Chair) Audit | | |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| Skills and Qualifications: | | | | Active or Former C-Suite Executive: Mr. Philip has served in multiple senior executive and director roles at large multinational companies. | | | Governance and Current or Former Public Company Board: Mr. Philip served on the board of directors of Hasbro, Inc. and currently serves on the board of directors of BRP Inc. and Strata Critical Medical, Inc. | | | Finance / Accounting / Capital Allocation: Mr. Philip brings to the Board valuable experience in financial strategies from his time as Chief Financial Officer at Lycos, Inc. and Vice President of Finance at The Walt Disney Company. | | | Global Operations: Mr. Philip has served as an executive officer at large companies with world-wide operations. | | | Retail / Brand Management: Through his time at Hasbro, Inc. and The Walt Disney Company, Mr. Philip gained expertise in brand management and consumer facing products. | | | Risk Management: Mr. Philip brings expertise in identifying, managing and mitigating key strategic and operational risks through his experience as President, Chief Operating Officer and Chief Financial Officer at Lycos, Inc. as well as through his experience as Vice President of Finance for The Walt Disney Company. | | | Technology / Cybersecurity: Mr. Philip brings to the Board nearly three decades of leadership across the technology sector, including in senior positions at Lycos, Inc. |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| 28 | 2026 Proxy Statement |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| EDWARD L. SHAPIRO-Independent Director | | | | | EXPERIENCE The Shapiro Foundation (philanthropic foundation) Managing Trustee (2000-present) PAR Capital Management, Inc. (investment management firm) Managing Partner (1999-2016) Portfolio Manager (1997-2016) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION University of California, Los Angeles, Master of Business Administration University of Pennsylvania, BS, Economics | | Director Since: 2016 Age: 61 Committees: Finance (Chair) Compensation Executive | | |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| Skills and Qualifications: | | | | Air / Travel / Transportation: Mr. Shapiro has been an active investor in the airline industry for more than 25 years and previously served as a director on the boards of directors of Global Eagle Entertainment, Inc., which offers satellite-based in-flight connectivity solutions with embedded entertainment services, as well as US Airways prior to its merger with American Airlines. | | | Governance and Current or Former Public Company Board: Mr. Shapiro served on the board of directors of US Airways. | | | Finance / Accounting / Capital Allocation: Mr. Shapiro brings to the Board financial expertise and an investor’s perspective, having served in various capacities at PAR Capital Management, Inc. (“PAR Capital”) from 1997 to 2016. | | | Risk Management: Mr. Shapiro also brings valuable risk management expertise based on his experience in portfolio management at PAR Capital. |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| 2026 Proxy Statement | 29 |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| LAYSHA WARD-Independent Director | | | | | EXPERIENCE Target Corporation (retail corporation) Strategic Advisor (2023-2024) Executive Vice President, Chief External Engagement Officer (2017-2023) Executive Vice President, Chief Corporate Social Responsibility Officer (2015-2017) President, Community Relations and Target Foundation (2008-2015) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS Denny’s Corporation (2010-2025) EDUCATION University of Chicago, MA, Social Services Administration Indiana University Bloomington, BS, Journalism | | Director Since: 2021 Age: 58 Committees: Audit Nominating/Governance Public Responsibility | | |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| Skills and Qualifications: | | | | Active or Former C-Suite Executive: Ms. Ward served in various senior leadership positions at Target Corporation over 15 years. | | | Finance / Accounting / Capital Allocation: Ms. Ward has gained a broad base of knowledge regarding financial statements and financial strategy through her experience in various leadership roles at Target Corporation and her service on the board of directors of Denny’s Corporation. | | | Governance and Current or Former Public Company Board: Ms. Ward previously served on the board of directors of Denny’s Corporation. | | | Human Capital Management / Union Relations: Ms. Ward has a demonstrated ability to navigate rapid change, solve problems and collaborate with cross-sector stakeholders to achieve organizational and community goals and objectives through her experience as the Chief External Engagement Officer of Target Corporation. | | | Retail / Brand Management: Ms. Ward has extensive experience with brand management gained from her time in various positions at Target Corporation. |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
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DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| JAMES M. WHITEHURST-Independent Director | | | | | EXPERIENCE Qualtrics (experience management software company) Executive Chairman (2025-present) Silver Lake (private equity firm) Managing Director (2024-present) Unity Software Inc. (software development company) Interim Chief Executive Officer (2023-2024) International Business Machines Corporation (technology company) Senior Advisor (2021-2022) President (2020-2021) Senior Vice President (2019-2020) Red Hat, Inc. (provider of open source enterprise IT products and services) President and Chief Executive Officer (2008-2019) Delta Air Lines, Inc. (airline company) Chief Operating Officer (2005-2007) Multiple roles (2002-2005), including Chief Network and Planning Officer (2004-2005) | OTHER PUBLIC COMPANY DIRECTORSHIPS Unity Software Inc. (2023-present) Amplitude, Inc. (2021-present) FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS Software AG (2023-2024) EDUCATION Harvard Business School, Master of Business Administration Rice University, BS, Computer Science and Economics | | Director Since: 2016 Age: 58 Committees: Compensation (Chair) Executive Nominating/Governance | | |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
| Skills and Qualifications: | | | | Active or Former C-Suite Executive: Mr. Whitehurst brings executive management experience to the Board having served in various senior officer roles. | | | Air / Travel / Transportation: Mr. Whitehurst gained extensive experience with the airline industry through his time at Delta Air Lines, Inc. (“Delta”). | | | Governance and Current or Former Public Company Board: Mr. Whitehurst currently serves on the board of directors of Unity Software Inc. and Amplitude Inc. and previously served on the board of directors of Software AG and DigitalGlobe, Inc. | | | Finance / Accounting / Capital Allocation: Mr. Whitehurst brings to the Board significant experience in financial and capital strategy having served in various operational roles throughout his career. | | | Global Operations: Mr. Whitehurst spent six years at Delta, where he managed airline operations and drove significant international expansion during his tenure. | | | Technology / Cybersecurity: Mr. Whitehurst also has experience in data analytics and information technology from his time at Unity Software Inc., International Business Machines Corporation and Red Hat, Inc. |
DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK
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Directors to be Elected by the Holders of Other Classes of Stock
Directors to be Elected by the Holders of Other Classes of Stock The Holders of Common Stock Do Not Vote on the Election of the Following Directors The ALPA is the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock. The ALPA became the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. whereby the ALPA has the right to elect one member to the Board at each annual meeting of stockholders. The IAM is the sole holder of the Company’s Class IAM Junior Preferred Stock. The IAM became the sole holder of the Company’s Class IAM Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. whereby the IAM has the right to elect one member to the Board at each annual meeting of stockholders. Each of the ALPA director and the IAM director was previously elected by the holders of the applicable class of our preferred stock and has served continuously as a director since the date of his first election as noted herein. The ALPA Director-Elected by the Holder of Class Pilot MEC Junior Preferred Stock The ALPA has nominated and intends to reelect Captain Noyes as the ALPA director at the Annual Meeting. He became the ALPA director on January 15, 2025. Captain Noyes is a current employee of United Airlines, Inc., serving as the representative of the ALPA to the Board. Captain Noyes is not entitled to receive any cash or equity compensation from the Company as a director but is entitled to receive certain travel and charitable contribution benefits related to service as a director. For a description of such travel and charitable contribution benefits, see “How Directors Are Paid.”
Directors to be Elected by the Holders of Other Classes of Stock
| CAPTAIN BRIAN NOYES-ALPA Director | | | | | EXPERIENCE ALPA Chair, ALPA United Airlines Master Executive Council (2025-present) United Airlines, Inc. Pilot (1995-present) Flight Time Duty Time (ALPA-I) Chair and Member (2015-2024) Fatigue Management (IFALPA) Co-Chair and Member (2020-2024) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION Embry Riddle Aeronautical University, BS, Aeronautical Science | | Director Since: 2025 Age: 56 Committees: Public Responsibility | | |
Directors to be Elected by the Holders of Other Classes of Stock
| Skills and Qualifications: | | | | Air / Travel / Transportation: Captain Noyes serves as a pilot of Boeing 787 aircraft. | | | Human Capital Management / Union Relations: Captain Noyes serves as the Chairperson of the ALPA Master Executive Council, a position he has held since March 2025. |
Directors to be Elected by the Holders of Other Classes of Stock
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Directors to be Elected by the Holders of Other Classes of Stock
The IAM Director-Elected by the Holder of Class IAM Junior Preferred Stock The IAM has nominated and intends to reelect Richard Johnsen as the IAM director at the Annual Meeting. He became the IAM director on July 6, 2021. Mr. Johnsen is a current employee of United Airlines, Inc. on union leave of absence, serving as the representative of the IAM to the Board. Mr. Johnsen is not entitled to receive any cash or equity compensation from the Company as a director but is entitled to receive certain travel and charitable contribution benefits related to service as a director. For a description of such travel and charitable contribution benefits, see “How Directors Are Paid.”
Directors to be Elected by the Holders of Other Classes of Stock
| RICHARD JOHNSEN-IAM Director | | | | | EXPERIENCE IAM General Vice President of the Air Transport Territory (2022-present) Chief of Staff to the International President (2021-2022) Special Assistant to the International President (2021-2021) IAM Representatives Association President (2017-2021) IAM Transportation Department Grand Lodge Special Representative (2001-2017) Assistant General Chairperson (district 141 M) (2000-2001) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION University of Maryland, BS, Management Information Systems | | Director Since: 2021 Age: 57 Committees: Public Responsibility | | |
Directors to be Elected by the Holders of Other Classes of Stock
| Skills and Qualifications: | | | | Air / Travel / Transportation: Mr. Johnsen has served in various positions within the IAM throughout his career. | | | Human Capital Management / Union Relations: Mr. Johnsen currently serves as General Vice President of the Air Transport Territory of IAM and has held various other leadership positions with the IAM. |
Directors to be Elected by the Holders of Other Classes of Stock
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Board Composition and Succession Planning
For a regularly scheduled annual meeting, the group of stockholders who wish to submit director nominees pursuant to our proxy access bylaw provision must deliver the required materials to the Company not less than 120 days nor more than 150 days prior to the anniversary of the date that the Company first mailed its proxy materials for the annual meeting of the previous year. Preferred Stock Director Nomination Process Pursuant to Part II, Section 8.1 of the Amended and Restated Certificate of Incorporation, the ALPA, the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, has the right to elect one member to the Board at each annual meeting of stockholders, remove such director with or without cause and fill any vacancies in such directorship. The ALPA became the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. Pursuant to Part III, Section 8.1 of the Amended and Restated Certificate of Incorporation, the IAM, the sole holder of the Company’s Class IAM Junior Preferred Stock, has the right to elect one member to the Board at each annual meeting of stockholders, remove such director with or without cause and fill any vacancies in such directorship. The IAM became the sole holder of the Company’s Class IAM Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. Director Retirement Policy and Term Limits Under our Corporate Governance Guidelines, no candidate is eligible for election or reelection as a director to the Board if he or she would be 75 years of age or older at the time of election. From time to time there may be unusual circumstances where exceptions need to be made to this general rule to retain needed continuity and expertise, or for other business reasons, and the Board, upon recommendation by the Nominating/Governance Committee, may approve exceptions to this policy. None of our director nominees will be 75 or older at the time of the Annual Meeting. Also as set forth in the Corporate Governance Guidelines, the Board does not believe it should establish director term limits, which have the disadvantage of limiting the contribution of directors who have been able to develop, over a period of time, increasing insight into and knowledge of the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. However, the Nominating/Governance Committee considers the tenure of directors as one of several factors in re-nomination decisions as well as its general Board refreshment practices.
Stockholder Engagement and ResponsivenesS
| Topic | Stockholder Feedback | Company Response | | Executive Compensation | Stockholders expressed concerns related to the special retention LTI awards that we granted in July 2024, which were deemed critical to incentivizing and retaining our key executives and were awarded to achieve specific retention objectives. | In 2025 we did not grant any retention or special awards outside of our regular annual STI or LTI program to any of our NEOs and further, we do not currently intend to grant any retention or special awards outside of our regular annual STI or LTI program to any of our NEOs in 2026 except in the case of extraordinary circumstances. The Committee, however, continues to review the design and performance measures of our incentive programs as part of its regular annual process and may make refinements to the structure or performance measures of our ongoing STI and LTI programs from time to time to further align pay with performance and stockholder interests. | | RESPONSIBLE SOURCING | Stockholders expressed a desire for the Company to enhance our procedures related to ensuring that our suppliers are complying with applicable human rights laws. | We have established certain procedures in our procurement processes that are designed to help ensure that our suppliers and subcontractors are also complying with applicable laws and held to the same standards with respect to human rights set forth in our Human Rights Policy statement in the Code and our Global Policy on Worker Welfare. We have added certain provisions regarding fair labor practices to our supply contracts, including provisions that require our counterparties to provide notice if they become aware of any non-compliance with applicable fair labor laws. We also enhanced our due diligence procedures with respect to our counterparties and their operations, which can include third party reputation analyses and site checks. | | artificial intelligence | Stockholders indicated the importance of the Board’s robust oversight of our use of artificial intelligence. | In addition to adding a regular update on artificial intelligence governance to the Audit Committee meetings, we have initiated a board education program to further educate our directors on various topics related to artificial intelligence in 2026, which include trainings by both internal and third-party subject matter experts. These board educational sessions are intended to support our directors’ ability to provide oversight of the Company’s use of artificial intelligence. |
HIGHLIGHTS OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
HIGHLIGHTS OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
HIGHLIGHTS OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
| | | | | ● No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. ● Emphasis on Equity: There is an emphasis on equity-based compensation with a one-year vesting period in the overall non-employee director compensation pay mix to align non-employee director and stockholder interests. ● Recognition of Roles: Roles requiring extra time commitment and responsibilities, such as the Chairman of the Board and the Committee Chairpersons, are recognized for the supplemental service that they provide to the Board. ● Stock Ownership Requirement: Non-employee directors must hold meaningful equity ownership positions in United. |
STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Overview of Non-Employee Director Compensation Program The members of our Board play a critical role in guiding United’s strategic direction. In light of the demanding nature of the role and responsibilities of a public company board, including the time commitment and risks associated with board service, the market for highly qualified and experienced individuals who are capable of serving as qualified directors of a large public company such as United is highly competitive. These dynamics make it imperative that we provide a competitive compensation program for our non-employee directors. We have structured the compensation of our non-employee directors with the following objectives in mind:
STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
| | Recognize the substantial investment of time and expertise necessary for the non-employee directors to discharge their duties to oversee United’s affairs. | | Align the non-employee directors’ interests with the long-term interests of our stockholders. | | Provide a non-employee director compensation program that is competitive, reasonable and clearly disclosed. |
STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
Our non-employee directors are accordingly compensated based on their respective levels of Board participation and responsibilities, including service on Committees, and receive a combination of annual cash retainers and equity compensation in the form of share unit awards. As a United employee, Scott Kirby, our Chief Executive Officer, does not receive compensation for his service on the Board. Additionally, directors elected by a class of stock other than Common Stock are not entitled to receive any cash or equity compensation from United as a director, but are entitled to receive certain travel and charitable contribution benefits related to service as a director.
STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
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STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
In 2025, non-employee directors received the following compensation:
STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
| Compensation Element | Amount | | REGULAR ANNUAL RETAINER | | | Cash | $115,000 | | Equity | $180,000 | | COMMITTEE CHAIR ANNUAL RETAINER (CASH) | | | Audit Committee | $30,000 | | Compensation Committee | $25,000 | | Executive, Finance, Nominating/Governance and Public Responsibility Committees | $20,000 | | COMMITTEE MEMBER ANNUAL RETAINER (CASH)(1) | | | Audit Committee | $15,000 | | Compensation, Executive, Finance, Nominating/Governance and Public Responsibility Committees | $12,500 | | ADDITIONAL ANNUAL RETAINER FOR CHAIRMAN OF THE BOARD (EQUITY) | $225,000 |
STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
(1)Committee Chairpersons are not eligible for Committee Member Retainers. The Nominating/Governance Committee periodically reviews and makes recommendations to the Board regarding the form and amount of compensation of United’s non-employee directors. The Compensation Committee’s independent compensation consultant, Exequity, has advised the Nominating/Governance Committee with respect to director compensation matters. These matters include, among other things, a review and market analysis of board of director pay and benefits and stock ownership guidelines. United’s non-employee director compensation program was designed with reference to median director pay levels among the companies that comprise United’s compensation peer group. See “Compensation Discussion and Analysis-Market Considerations and Peer Group Used for 2025 Pay Analysis” for a listing of the companies included in our compensation peer group.
STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
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STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
Stock Ownership Guidelines
STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
| The Board believes that non-employee directors should hold meaningful equity ownership positions in United. To that end, within five years after joining our Board, each non-employee director must hold shares of Common Stock having a value equal to at least five times the annual cash retainer ($575,000, based on the 2025 retainer of $115,000) and maintain at least that ownership level while a member of our Board. Shares owned outright by the non-employee directors (including shares acquired upon settlement of RSUs), unvested RSUs and share equivalents acquired upon the deferral of fees, are counted toward the ownership requirement. Unexercised stock options, whether vested or unvested, are not counted. As of March 31, 2026, all of the non-employee directors were in compliance with the stock ownership guidelines or were in the transition period. | STOCK OWNERSHIP REQUIREMENT 5X DIRECTOR’S ANNUAL CASH RETAINER |
STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
Cash Compensation Director retainers are paid quarterly in arrears. At the end of each quarterly period, we pay 25% of the total annual retainer to each director. Retainers are pro-rated for directors who join or leave the Board or have a change in Board role during a quarterly period. Please see the table above for a description of the director retainer rates in effect for 2025. Equity Compensation A substantial portion of each non-employee director’s annual compensation is in the form of share units granted annually under the 2006 Director Equity Incentive Plan, as amended and restated on May 24, 2023 (the “DEIP”) currently with an initial equity value of $180,000, which the Board believes helps align director compensation with the interests of our stockholders. Our Chairman received an additional annual retainer in share units with an initial equity value of $225,000 in light of the increased duties and responsibilities demanded by this role, which are described in further detail on page 50. Upon settlement, the share units are designed to be settled: (i) 50% in cash based on the average of the high and low trading prices per share of Common Stock on the vesting date and (ii) 50% in shares of Common Stock. Any fractional units are settled in cash. Pursuant to the terms of the DEIP, a director may elect to receive the cash-settled portion of the award in shares and, if a director has elected to defer the annual equity award, the award is deferred into a share unit account under the DEIP. The number of share units subject to each non-employee director’s award granted in 2025 was calculated by taking the quotient of (x) $180,000 (or $180,000 + $225,000 for Mr. Philip) divided by (y) the average of the high and low sales prices of Common Stock on the date of grant (rounded up to the nearest whole share unit). Each share unit represents the economic equivalent of one share of Common Stock and vests in full on the first anniversary of the grant date, subject to the director’s continued service on our Board, or earlier in the event of the non-employee director’s death, disability or separation from service other than for cause. New non-employee directors who join the Board between our Annual Meetings are generally eligible to receive a pro-rated portion of the annual share unit award to reflect the period of time that they serve prior to the Annual Meeting that immediately follows their appointment. Director Compensation Deferral Opportunities A non-employee director may elect to defer payment of all or part of the cash compensation received as a non-employee director under the DEIP through credits to a share account established under the terms of the DEIP. Non-employee directors may also defer the receipt of shares that would otherwise be issued under an equity compensation award through credits to his or her share account. Unless otherwise specified by the director at the time of the deferral election or pursuant to certain pre-merger deferral arrangements, distribution from the share account will be made within 60 days following the date on which such non-employee director separates from the Board.
STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
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STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
Charitable Contribution Program Each director was eligible to participate in our matching gift program in 2025. We matched dollar for dollar a director’s contribution to qualified charitable and educational organizations up to $20,000. In the case of each of the ALPA director and the IAM director, United will provide matching charitable contributions of up to $20,000 per year in the aggregate to qualifying nonprofit organizations to which either the director or the director’s union contributes. Non-employee directors are also permitted to select qualified charitable organizations for United to donate a limited number of round trip positive air space tickets. Travel Benefits United believes it is in its best interest for directors to have exposure to United’s operations and employees. For that reason, our directors receive flight benefits, including a travel card permitting positive space travel up to an annual limit by the director, the director’s spouse or the director’s qualified domestic partner and certain other eligible travelers. The directors 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 MileagePlus programs for the directors and their immediate family members. The travel benefits are taxable to the director, subject to the reimbursement of certain of such taxes by United up to an annual limit as applicable. A non-employee director who retires from the Board with at least five consecutive years of service as a director will receive lifetime travel benefits, subject to certain exceptions. Director Cybersecurity United makes available cybersecurity / identity protection services to our directors, which are reported as a perquisite in the Director Compensation for 2025 table below. Reimbursements All directors are reimbursed for expenses incurred in attending Board, Committee and stockholder meetings and certain United events (including travel and lodging) in accordance with United’s Board travel policies and administrative expenses that may be approved by the Board from time to time. Indemnification United has a policy that provides liability insurance for non-employee directors of United and its subsidiaries. United also provides indemnification for directors as set forth in the Restated Certificate of Incorporation of United Airlines Holdings, Inc.
STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM
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Director Compensation for 2025
Director Compensation for 2025 The following table includes the amount of director compensation in 2025 for each director who served during that year other than Mr. Kirby. The 2025 compensation for Mr. Kirby is shown in the 2025 Summary Compensation Table and Mr. Kirby does not receive additional compensation for his service on the Board.
Director Compensation for 2025
| | | | All Other | | | | Fees Earned or | Stock Awards | Compensation | | | Name | Paid in Cash ($)(1) | ($)(2)(3) | ($)(4) | Total ($) | | Rosalind Brewer | 140,000 | 183,160 | 57,529 | 380,689 | | Michelle Freyre | 140,000 | 183,160 | 39,399 | 362,559 | | Matthew Friend | 155,000 | 183,160 | 34,870 | 373,030 | | Barney Harford | 155,000 | 183,160 | 93,739 | 431,899 | | Michele J. Hooper | 170,000 | 183,160 | 74,577 | 427,737 | | Walter Isaacson | 160,000 | 183,160 | 51,735 | 394,895 | | Richard Johnsen | —(5) | —(5) | 51,773 | 51,773 | | Captain Brian Noyes (6) | —(5) | —(5) | — | — | | Edward M. Philip | 170,000 | 412,072 | 46,463 | 628,535 | | Edward L. Shapiro | 160,000 | 183,160 | 72,466 | 415,626 | | Laysha Ward | 155,000 | 183,160 | 73,433 | 411,593 | | James M. Whitehurst | 165,000 | 181,606 | 53,341 | 399,947 | | Former Directors who served as a Director for part of 2025 | | | | | | Captain Anne Worster (7) | —(5) | —(5) | 395 | 395 |
Director Compensation for 2025
| (1) Messrs. Friend, Harford, Isaacson and Shapiro and Ms. Ward each elected to receive 100% of their 2025 Board and Committee retainer fees in deferred share units as described above under “Director Compensation Deferral Opportunities.” |
Director Compensation for 2025
| (2) Each of Mses. Brewer, Freyre, Hooper and Ward and Messrs. Friend, Harford, Isaacson, Philip and Shapiro elected to defer 100% of their 2025 equity awards in deferred share units as described above under “Director Compensation Deferral Opportunities.” |
Director Compensation for 2025
| (3) The amounts shown in this column represent the grant date fair value of 2,410 share units granted to each of the non-employee directors on May 22, 2025 determined in accordance with FASB ASC Topic 718, taking into account deferral elections as noted in footnote 2. With respect to Mr. Phillip, the grant date fair value of his 2025 award of 3,012 share units for his service as United’s independent Chairman of the Board is also included. For details regarding how the number of share units subject to each director’s award was calculated as well as the vesting and settlement terms, see the section entitled “Equity Compensation” above. |
Director Compensation for 2025
As of December 31, 2025, the aggregate number of share units outstanding (including, as applicable, deferred share units) for each individual who served as a non-employee director during 2025 was: Ms. Brewer—5,869; Ms. Freyre—2,410; Mr. Friend—23,887; Mr. Harford—10,369; Ms. Hooper—24,833; Mr. Isaacson—77,648; Mr. Philip—50,035; Mr. Shapiro—50,117; Ms. Ward—26,137; and Mr. Whitehurst—30,016. None of Mr. Johnsen or Captains Noyes or Worster held any outstanding share units as of December 31, 2025.
Director Compensation for 2025
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Director Compensation for 2025
| (4) All other compensation includes: (a) with respect to certain directors, matching contributions of up to $20,000 to nonprofit organization(s) to which the director made a contribution(s) (including contributions as follows: $20,000 for each of Ms. Hooper and Messrs. Harford and Isaacson, $19,250 for Ms. Ward and $10,000 for Ms. Brewer), as discussed under the caption “Charitable Contribution Program” above; (b) a tax reimbursement relating to flight benefits (which value is greater than the incremental cost to United of providing such benefits) for each director as follows: Ms. Brewer—$7,780; Ms. Freyre—$22,724; Mr. Friend—$28,805; Mr. Harford—$25,215; Ms. Hooper—$11,848; Mr. Isaacson—$17,029; Mr. Johnsen—$38,687; Mr. Philip—$28,812; Mr. Shapiro—$31,817; Ms. Ward—$10,887; Mr. Whitehurst—$21,090; and Captain Worster—$395; (c) as required by SEC rules, the aggregate incremental cost to United of the director’s flight benefits; (d) with respect to certain directors, as required by SEC rules, the aggregate cost to United of tickets donated by the director to charitable organizations (including the following costs: Ms. Brewer—$29,200; Mr. Harford—$29,200; Ms. Hooper—$29,200; Mr. Shapiro—$21,900; Ms. Ward—$29,200; and Mr. Whitehurst—$14,600), as discussed under the caption “Charitable Contribution Program” above; and (e) with respect to Mses. Brewer, Freyre, Hooper and Ward and Messrs. Harford, Isaacson, Philip, Shapiro and Whitehurst, the cost of cybersecurity / identity protection services provided by United. |
Director Compensation for 2025
| (5) Our directors who are employees of United or who are directors elected by a class of stock other than Common Stock do not receive any cash or equity compensation from United related to their service as directors. However, each of the ALPA director and the IAM director are entitled to receive certain travel and charitable contribution benefits. See “Travel Benefits” and “Charitable Contribution Program” above and footnote 4 above. With respect to 2025, none of Mr. Johnsen or Captains Noyes or Worster received any director compensation other than the benefits set forth in the “All Other Compensation” column. |
Director Compensation for 2025
| (6) Effective January 15, 2025, ALPA-MEC designated Brian Noyes to fill the vacancy on the Board resulting from Captain Worster’s departure (see footnote 7). |
Director Compensation for 2025
| (7) On January 13, 2025, we received notice that Captain Worster was no longer the chairperson of the ALPA-MEC and, accordingly, Captain Worster resigned from the Board effective as of such date. |
Director Compensation for 2025
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Directors and Executive Officers
Directors and Executive Officers The following table shows the number of shares of Common Stock owned by our directors, director nominees, the named executive officers identified in this Proxy Statement and all our directors, director nominees and executive officers as a group as of March 24, 2026. The persons listed below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them, except to the extent this power may be shared with a spouse, or as otherwise described in the footnotes following the table.
Directors and Executive Officers
| | Amount and | | | | Nature of | Percent of | | Name of Beneficial Owner | Ownership (1) | Class | | Directors | | | | Rosalind Brewer (2)(3) | 6,064 | * | | Michelle Freyre (2)(3) | 3,239 | * | | Matthew Friend (2)(3) | 24,335 | * | | Barney Harford (2)(3) | 92,037 | * | | Michele J. Hooper (2)(3) | 27,875 | * | | Walter Isaacson (2)(3) | 57,740 | * | | Richard Johnsen | — | * | | Scott Kirby (4)(5) | 1,255,838 | * | | Brian Noyes | — | * | | Edward M. Philip (2)(3)(6) | 50,888 | * | | Edward L. Shapiro (2)(3) | 250,564 | * | | Laysha Ward (2)(3) | 5,770 | * | | James M. Whitehurst (2)(3) | 39,529 | * | | Named Executive Officers | | | | Brett Hart (7) | 393,104 | * | | Torbjorn Enqvist | 134,800 | * | | Andrew Nocella | 222,345 | * | | Michael Leskinen | 49,000 | * | | Directors and Executive Officers as a Group (18 persons) (2)(3)(4)(5)(6)(7) | 2,781,227 | * |
Directors and Executive Officers
| * Less than 1% of outstanding shares. |
Directors and Executive Officers
| (1) For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of a given date if such person has the right to acquire such shares within 60 days after such date. |
Directors and Executive Officers
| (2) The number of shares shown as beneficially owned includes the following number of unvested share units which are scheduled to vest within 60 days of March 24, 2026: Ms. Brewer – 2,410 share units; Ms. Freyre – 2,410 share units; Mr. Friend– 2,410 share units; Mr. Harford – 2,410 share units; Ms. Hooper – 2,410 share units; Mr. Isaacson – 2,410 share units; Mr. Philip – 5,422 share units; Mr. Shapiro – 2,410 share units; Ms. Ward – 2,410 share units; and Mr. Whitehurst – 1,205 share units. |
Directors and Executive Officers
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Directors and Executive Officers
| (3) The number of shares shown as beneficially owned includes the following number of share units that the director has elected to defer into a share account pursuant to the terms of the DEIP (including any unvested share units noted in footnote 2 above which, upon their vesting within 60 days will be deferred into a share account as well as any quarterly retainer fees to be deferred into the director’s share account within 60 days), to the extent such share units will be settled within 60 days following the director’s separation from service on the Board: Ms. Brewer – 6,064 share units; Ms. Freyre – 2,410 share units; Mr. Friend – 24,320 share units; Mr. Harford – 1,037 share units; Ms. Hooper – 24,833 share units; Mr. Isaacson – 51,387 share units; Mr. Philip – 50,035 share units; Mr. Shapiro – 50,564 share units; Ms. Ward – 5,770 share units; and Mr. Whitehurst – 20,637 share units. Deferred share units that will be settled more than 60 days following the director’s separation from service are not included. |
Directors and Executive Officers
| (4) Mr. Kirby is also a named executive officer. |
Directors and Executive Officers
| (5) The number of shares shown as beneficially owned includes: (i) 159,321 vested options to purchase shares of Common Stock at $58.69 per share, (ii) 168,775 vested options to purchase shares of Common Stock at $110.21 per share, (iii) 67,510 unvested options to purchase shares of Common Stock at $110.21 (which option will vest within 60 days of March 24, 2026), (iv) 5,000 shares of Common Stock held in a trust for the benefit of Mr. Kirby’s children and other relatives in which Mr. Kirby serves as the trustee (Mr. Kirby disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein) and (v) 8,000 shares of Common Stock held in a trust for the benefit of Mr. Kirby’s children in which Mr. Kirby’s brother serves as the trustee (Mr. Kirby disclaims beneficial ownership of these securities). |
Directors and Executive Officers
| (6) Includes shared voting and investment power for six shares of Common Stock. |
Directors and Executive Officers
| (7) Includes 21,521 options to purchase shares of Common Stock at $77.56. |
Directors and Executive Officers
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Equity Compensation Plan Information
Equity Compensation Plan Information The following table sets forth information as of December 31, 2025 regarding the number of shares of Common Stock that may be issued under the Company’s equity compensation plans.
Equity Compensation Plan Information
| | | | Number of securities | | | | | remaining available for | | | Number of securities to | Weighted average | future issuance under | | | be issued upon exercise | exercise price of | equity compensation | | | of outstanding options, | outstanding options, | plans (excluding securities | | Plan Category | warrants and rights | warrants and rights | reflected in first column) | | Equity compensation plans approved by security holders | | | | | Options | 502,055 | $91.53 | | | Restricted Stock Units | 5,499,797(1) | - | | | Subtotal | 6,001,852 | $91.53(2) | 3,665,354(3) | | Equity compensation plans not approved by security holders | - | - | - | | Total | 6,001,852 | $91.53(2) | 3,665,354(3) |
Equity Compensation Plan Information
| (1) Includes outstanding Performance-Based RSUs under the Company’s Amended and Restated 2021 Incentive Compensation Plan (the “2021 Plan”) assuming the awards achieve the maximum “stretch” level of performance. Settlement of these Performance-Based RSUs is subject to the Compensation Committee’s certification of achievement of specified performance conditions. |
Equity Compensation Plan Information
| (2) Weighted average exercise price excludes restricted stock units that convert to shares of Common Stock. |
Equity Compensation Plan Information
| (3) Includes 214,779 shares available under the DEIP and 3,450,575 shares available under the 2021 Plan, assuming that the Performance-Based RSUs referenced in footnote 1 above achieve the level of performance as described in footnote 1 for such awards. |
Incentive Compensation Elements
| | Pay Element | | | | FIXED | SALARY Fixed cash compensation reviewed annually and adjusted as appropriate based on individual performance, level of responsibility, specialized qualifications, experience, internal pay parity and pay levels of comparable positions within peer group. | | | | AT RISK / PERFORMANCE-BASED | 2025 SHORT-TERM INCENTIVES (“STI”) Cash STI award earned based on achievement of performance measures designed to align with our financial and operational priorities for the fiscal year. | | Financial (33%)—this metric is based on our Adjusted EBITDAR Margin relative to our industry peers and is designed to focus management on our commitments to our stockholders to achieve earnings growth. | | | | | Net Promoter Score (“NPS”) (33%)—this customer-based metric provides continued focus on winning more brand-loyal customers by measuring how we take care of our customers. This indicates our success toward positioning the United brand as the preferred choice for airline travel. | | | | | Operational Excellence (33%)—this element of the 2025 STI program features three key airline operational metrics—on-time departures (referred to as Customer D:00), mishandled baggage rate and seat cancellations—which were included to focus management on operational reliability as United continues to expand operations as a result of flying the largest mainline schedule in United’s history during 2025. | | | LONG-TERM INCENTIVES (“LTI”) Our 2025 LTI opportunity is equally divided between Performance-Based RSU awards and time-based RSU awards with a three-year vesting cycle. The performance measures described in the next column apply to the first tranche of the 2025 Performance-Based RSU awards, the second tranche of the 2024 Performance-Based RSU awards and the third tranche of the 2023 Performance-Based RSU awards. | | Performance-Based RSUs (50% of LTI opportunity at target)—one half of the 2025 LTI opportunity was awarded in the form of Performance-Based RSU awards with performance measures established and measured on an annual basis during the three-year performance period, with cliff vesting of earned PBRSUs at the end of the three-year performance period, contingent on continued employment through the full three-year performance period. | | | | | -Absolute Adjusted Earnings Per Share (“EPS”) (40%)—this PBRSU metric was included to provide further emphasis on a key financial performance metric that management and the Committee believe demonstrates our commitment to earnings growth for our stockholders in 2025 and beyond. | | | | | -Relative Adjusted Pre-Tax Margin (40%)—this PBRSU metric is based on Adjusted Pre-Tax Margin relative to an industry peer group and is designed to focus management on our commitments to our stockholders to enhance the quality of our operating earnings by focusing on pre-tax margin. | | | | | -Strategic Initiatives (20%)—this PBRSU metric was included to incentivize management to reach various performance indicators relating to transforming our technology and enhancing and modernizing experiences for our customers and our employees. -Liquidity (100%)—vesting of PBRSUs is also subject to an $8 billion cash liquidity hurdle at the end of the three-year performance period. | | | | | Time-Based RSUs (50% of LTI opportunity)—the remaining half of the 2025 LTI opportunity was delivered in the form of time-based RSU awards that vest in one-third increments over three years, subject to continued service requirements. Time-based RSUs incentivize long-term retention of our NEOs while still providing alignment of compensation with stockholder interests. |
2025 Pay SUMMARY
| | Target NEO Compensation as of 12/31/2025 | | | | | | | | | Target Grant | Grant | | | | | | Value of | Value of | | | | | | PBRSUs | RSUs | | | | | 2025 STI | Awarded in | Granted in | | | NEO | Salary (1) | Target (2) | 2025 | 2025 | Total | | Scott Kirby | $1,200,000 | $3,000,000 | $8,250,000 | $8,250,000 | $20,700,000 | | Brett Hart | $1,000,000 | $1,750,000 | $5,125,000 | $5,125,000 | $13,000,000 | | Torbjorn Enqvist | $880,000 | $1,232,000 | $2,332,000 | $2,332,000 | $6,776,000 | | Andrew Nocella | $808,500 | $1,010,625 | $2,021,250 | $2,021,250 | $5,861,625 | | Michael Leskinen | $800,000 | $1,000,000 | $1,800,000 | $1,800,000 | $5,400,000 |
2025 Pay SUMMARY
| (2) Represents the target amounts pursuant to the 2025 STI program, which had a performance period from January 1, 2025 through December 31, 2025, not taking into account blended salary or target STI opportunity rates. The actual value of the earned 2025 STI is included in the “Non-Equity Incentive Plan Compensation” column of the 2025 Summary Compensation Table. |
KEY EXECUTIVE COMPENSATION PROGRAM CHANGES IN 2025
| STI PROGRAM CHANGES | The 2025 STI program remained relatively consistent with the 2024 STI program: ● Financial metric weighting remained at 33% under the 2025 STI program, though in 2025, the financial metric measured our Adjusted EBITDAR Margin (rather than our Adjusted EBITDA Margin) during 2025 relative to our peers. Adjusted EBITDAR adjusts Adjusted EBITDA by aircraft rent expense and is a financial metric commonly referenced in the industry in order to normalize for different aircraft financing decisions made by airlines. We believe incorporating Adjusted EBITDAR Margin into the 2025 STI program relative performance metric appropriately improves the Company’s comparability to airline peers that may finance aircraft differently than the Company. ● Customer metric (“NPS”) weighting remained at 33% under the 2025 STI program; and ● Operating excellence metrics (customer D:00, mishandled baggage rate and seat cancel rate) remained at 33% under the 2025 STI program. |
KEY EXECUTIVE COMPENSATION PROGRAM CHANGES IN 2025
| LTI PROGRAM CHANGES | The performance measures set for annual PBRSUs granted in 2025 (including tranche 3 of the 2023 PBRSUs, tranche 2 of the 2024 PBRSUs and tranche 1 of the 2025 PBRSUs) remained relatively consistent with the performance measures and terms set for tranche 1 of the 2024 PBRSUs and tranche 2 of the 2023 PBRSUs, with the exception of the following refinements: ● The 2025 LTI strategic initiatives (weighted at 20% of the PBRSUs, consistent with 2024) focused on technological advancements imperative to modernizing experiences for our customers and employees, as discussed in more detail in the CD&A below on page 101, as compared to the strategic initiatives used in 2024 relating to certain key commitments and initiatives with respect to our environmental sustainability, people impact and responsible sourcing programs. ● Our 2025 LTI did not include another relative total stockholder return (“TSR”) modifier, which would overlap with the existing relative TSR modifier for the 2024-2026 performance period that was part of our 2024 LTI. Page 82 below describes the Company’s impressive TSR performance. ● Otherwise, consistent with the 2024 LTI, the 2025 annual PBRSUs are earned based on financial measures weighting at 80%, split evenly between an absolute Adjusted EPS metric and a relative Adjusted Pre-Tax Margin metric. |
EXECUTIVE COMPENSATION PHILOSOPHY
| ALIGNING THE INTERESTS OF OUR STOCKHOLDERS AND EXECUTIVES | The 2025 Program was designed to align with the interests of our stockholders by linking executive pay to performance measures that we view as key to our financial and operational priorities, which help us to achieve success that will deliver long-term stockholder value. Further, our 2025 Program considered feedback we received on our executive compensation program during our annual stockholder engagement efforts. All of our LTI awards granted in 2025 are equity awards that provide a direct link to the creation of stockholder value. We also maintain robust stock ownership guidelines for our NEOs that are designed to further align the financial interests of our executives with our stockholders’ interests. Further, our compensation clawback policy helps ensure that our executives are accountable and includes both mandatory and discretionary compensation recovery elements. | | LINKING EXECUTIVE PAY TO PERFORMANCE | Our executives’ total compensation packages include a mix of fixed and variable components, with a meaningful portion of total compensation at-risk (including a balance of both short-term and long-term focus on improved financial performance). Our STI program design promotes and rewards teamwork given that it emphasizes company-wide financial goals and other business objectives that apply consistently across many levels, from our Chief Executive Officer through all of our management and administrative employees. This consistency increases shared accountability for success and alignment with interests of our customers. Further, our 2025 Program used STI performance measures that are based upon our business plan for the fiscal year, helping to align pay with annual performance. For example, the NPS metric in the 2025 STI program directly linked a portion of incentive payouts to customer satisfaction outcomes, contributing to our highest full-year Net Promoter Score since 2022 among on-time passengers, allowing us to continue to build the United brand into the preferred choice for airline travel and winning brand-loyal customers. Performance measures for our regular annual PBRSUs (tranche 1 of the Performance-Based RSUs granted in 2025, tranche 2 of the Performance-Based RSUs granted in 2024 and tranche 3 of the Performance-Based RSUs granted in 2023) were similarly focused on financial goals and other business objectives deemed by the Committee to be critical to motivating management’s focus on our sustained performance and building long-term stockholder value. For example, the Adjusted Diluted EPS metric in the 2025 LTI directly linked payout opportunities to earnings performance, reinforcing management’s focus on Adjusted Diluted EPS, which increased year-over-year in 2025 notwithstanding industry challenges. Overall, the Committee believes that the performance measures under the 2025 Program helped to drive United’s achievement of its financial goals and other business objectives throughout 2025 and beyond. |
EXECUTIVE COMPENSATION PHILOSOPHY
| | WHAT WE DO | | WHAT WE DO NOT DO | | | ● Maintain stock ownership guidelines that reinforce the alignment of executive officer and stockholder interests (including requiring stock ownership of 6x base salary for the Chief Executive Officer) ● Promote long-term focus through multi-year vesting requirements ● Link pay to performance with multiple performance measures aimed at supporting stockholder value creation and promoting long-term focus ● Deliver a significant majority of our target pay opportunities for our NEOs in the form of variable and at-risk pay tied to strong performance ● Target pay with reference to peer group median levels ● Have trading blackout periods under our securities trading policy and require officers to pre-clear trades in Company securities with our Corporate Secretary’s Office ● Retain an independent compensation consultant ● Have a Committee comprised solely of independent directors, which considers and approves all compensation for our Section 16 reporting officers ● Solicit investor feedback on our compensation program and potential enhancements through an extensive stockholder engagement program ● Hold an annual Say-on-Pay vote ● Have a strong compensation clawback policy that includes a mandatory recovery element to comply with the incentive-based compensation recovery provisions of the Dodd-Frank Act and Nasdaq listing standards and a discretionary element that permits United to seek recovery of compensation if a covered executive commits certain misconduct ● Maintain standardized severance benefits for our officers, as set forth in severance plans applicable by officer level ● Have “double-trigger” acceleration on a change in control for LTI awards | | ● No excise tax gross-ups related to change in control transactions ● No employment agreements or fixed employment terms ● No enhanced severance multiple upon a change in control ● No payment of dividends or dividend equivalents on unearned equity awards under our LTI plan ● No repricing of underwater stock options under our LTI plan without stockholder approval ● No hedging or pledging of our securities by our officers or directors ● No design elements in our incentive plans that encourage excessive risk-taking ● No “single-trigger” change in control payments |
2025 TARGET COMPENSATION BENCHMARKS
2025 TARGET COMPENSATION BENCHMARKS The following charts provide an overview of the 2025 target executive compensation components for the Chief Executive Officer and other NEOs and highlights the percentage of total target compensation that is variable and at risk.
2025 TARGET COMPENSATION BENCHMARKS
| 2025 CHIEF EXECUTIVE OFFICER TARGET PAY TOTAL TARGET COMPENSATION | ● 94% of target pay at-risk and fluctuating based on our performance and/or our stock price ● 80% of target pay delivered in LTI equity incentives with multi-year vesting |
2025 TARGET COMPENSATION BENCHMARKS
| 2025 AVERAGE OTHER NEO TOTAL TARGET COMPENSATION | ● 89% of target pay at-risk and fluctuating based on our performance and/or our stock price ● 73% of target pay delivered in LTI equity incentives with multi-year vesting |
2025 TARGET COMPENSATION BENCHMARKS
This target pay mix supports the core elements of our executive compensation philosophy by emphasizing long-term, stock-based incentives while providing competitive annual cash components, thus aligning our executive compensation program with our business strategy and the creation of stockholder value. The target compensation levels described above reflect the regular foundation of our 2025 executive pay program (including, for the long-term incentive levels, the target values associated with the annual 2025 award of PBRSUs only).
2025 TARGET COMPENSATION BENCHMARKS
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SETTING PERFORMANCE MEASURES AND MAKING COMPENSATION DETERMINATIONS
SETTING PERFORMANCE MEASURES AND MAKING COMPENSATION DETERMINATIONS The Committee establishes the design of our executive compensation program in accordance with its charter, which can be viewed on our investor relations website at ir.united.com, and also approves cash compensation (base salary levels and target annual short-term incentive levels), target annual long-term incentive award size as well as perquisites, life insurance and certain other benefits of each of our executive officers.
SETTING PERFORMANCE MEASURES AND MAKING COMPENSATION DETERMINATIONS
| AFTER end of year | | Beginning of Year | | The Committee certifies performance results under the STI program for the prior year and performance results for Performance-Based RSU performance periods scheduled to vest at the end of the prior year. The Committee also determines the design and components of current compensation programs, including setting the performance measures for each performance-based compensation component, which we believe is consistent with “best practices” in corporate governance, reduces the risk of selecting a grant date with a preferential stock price and positions the Committee to consider the full results for the prior year in determining equity grants. | | The Committee makes annual compensation determinations for Section 16 officers. The Committee’s objective is to offer the opportunity for earned compensation at a level consistent with the level of performance delivered. | | | | | | before END OF YEAR | | during the year | | The Committee reviews the existing compensation program, including its design and components, to determine if any changes should be made to the program for the next fiscal year. The Committee also reviews market data to provide insight on compensation for our Section 16 officers. Before reviewing market data, the Committee reviews and approves our compensation peer group used by our independent consultant to generate market data. | | The Committee meets regularly throughout the year, with management and in executive session, and reviews United’s performance results to date against the performance measures set forth in our executive compensation program. The Committee also reviews the executive compensation program to assess whether it remains appropriate, competitive and aligned with our stockholders’ interests and the other principles of the program. The Committee’s independent consultant attends Committee meetings at the invitation of the Committee. |
SETTING PERFORMANCE MEASURES AND MAKING COMPENSATION DETERMINATIONS
Annual LTI awards are typically approved in or near the first quarter of the fiscal year. We do not grant any form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on equity award grant dates for the purpose of affecting the value of any NEO award. The Committee also does not take material, non-public information into account when determining the timing and terms of equity award grants. During 2025, none of our NEOs were granted any options to purchase shares of Common Stock. To help achieve its design objectives and align the executive compensation program with our overall pay philosophy, the Committee considers a variety of inputs, including stockholder feedback from our engagement sessions, results of our annual “Say-on-Pay” vote, the advice of the Committee’s independent compensation consultant, market considerations and the compensation programs of our peer group, Company and NEO-focused considerations, the input of our Chief Executive Officer and President (except with respect to compensation for themselves), internal pay parity and management and risk mitigation considerations. We address each of these inputs here. Ultimately, the Committee makes all final decisions regarding the executive compensation program design, performance measures and the compensation levels of United’s executive officers following its review and consideration of all recommendations and data it deems appropriate.
SETTING PERFORMANCE MEASURES AND MAKING COMPENSATION DETERMINATIONS
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ADVICE FROM INDEPENDENT COMPENSATION CONSULTANT
ADVICE FROM INDEPENDENT COMPENSATION CONSULTANT During 2025, final executive compensation decisions with respect to the NEOs were made by the Committee, after considering input from Exequity, the Committee’s independent compensation consultant. Exequity provides the Committee with background materials, including preparation of reports to inform our compensation peer group composition and participates in Committee meetings to support the Committee’s executive compensation decision-making process. Exequity services also include consultation regarding the targeted levels of executive pay, the design of incentives, technical issues (such as tax and accounting implications of pay) and assisting the Committee in performing an annual compensation risk assessment of United’s compensation programs. Exequity reports directly to the Committee and the Committee has the authority to retain and 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 United. During 2025, Exequity did not perform any work on behalf of United other than the executive compensation services provided to the Committee and director compensation advice provided to the Nominating/Governance Committee. 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.
ADVICE FROM INDEPENDENT COMPENSATION CONSULTANT
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MARKET CONSIDERATIONS AND PEER GROUP USED FOR 2025 PAY ANALYSIs
MARKET CONSIDERATIONS AND PEER GROUP USED FOR 2025 PAY ANALYSIs Market Considerations As part of its annual compensation review process, the Committee considers pay levels of our peers, among other factors, as a reference point when determining individual pay decisions and assessing the overall competitiveness and reasonableness of the Company’s compensation program. Exequity annually conducts and shares with the Committee a review of compensation for our NEOs by reference to the range of compensation paid to similarly-situated executives of our compensation peer group, including compensation information compiled from publicly filed disclosures of our primary peer group. We supplement this market data with information gleaned from our experience recruiting for executive positions at United. While this market data and supplemental data inform the decisions of the Committee on the range of compensation opportunities, the actual level of our NEOs’ total direct compensation is determined based on both individual and corporate performance and can vary based on such factors as performance, breadth, scope and complexity of the NEO’s role, expertise, skill set, experience, retention considerations and advancement potential. United’s Peer Group The Committee annually reviews the appropriateness of the compensation peer group used by Exequity to generate competitive executive pay data for the Committee’s review in connection with compensation decisions. Based on this review, the Committee periodically updates our peer group as our business and market environment continues to evolve. The peer group during 2025 was composed of relevant airline peers and other comparably sized companies in general industry that have similar business attributes and that are considered to be representative of the competitive talent market for United. For the peer group used for 2025 compensation, the following primary factors were 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; the three most size-relevant U.S.-based airline peers (American, Delta and Southwest); and well-run companies in the general industry, with a primary focus on travel, transportation and other customer-centric companies with a leading specialty brand and sophisticated digital technology platform. Using these factors as a guide, the Committee removed 3M Company, Cummins Inc. and Northrop Grumman from our peer group to accommodate the addition of several new peers viewed as better aligned with United’s prospective strategic positioning, and added American Express Company, Booking Holdings Inc., NIKE, Inc., PayPal Holdings, Inc., Starbucks Corporation and Uber Technologies, Inc. to better reflect United’s evolving business model that relies more heavily on specialty branding and competitive advantages offered by a leading digital technology platform. Accordingly, the composition of the benchmarking peer group for 2025 compensation decisions includes the 19 comparator companies noted below.
MARKET CONSIDERATIONS AND PEER GROUP USED FOR 2025 PAY ANALYSIs
| PEER GROUP COMPANIES | | | ● American Airlines Group, Inc. ● American Express Company ● The Boeing Company ● Booking Holdings Inc. ● Carnival Corporation ● Caterpillar Inc. ● Deere & Company ● Delta Air Lines, Inc. ● FedEx Corporation ● General Dynamics Corporation | ●Honeywell International Inc. ●Marriott International, Inc. ●NIKE, Inc. ●PayPal Holdings, Inc., ●Southwest Airlines Co. ●Starbucks Corporation ●Uber Technologies, Inc. ●Union Pacific Corporation ●United Parcel Service, Inc. |
MARKET CONSIDERATIONS AND PEER GROUP USED FOR 2025 PAY ANALYSIs
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Input from our Chief Executive Officer AND OTHER Management
| SELECTING PERFORMANCE MEASURES AND TARGETED PERFORMANCE LEVELS | An important part of designing incentive compensation programs is the selection of performance measures and targets. To support the Committee’s pay-for-performance philosophy, selected performance measures are tied to our business strategy and stockholder value creation. In addition, performance targets are set at levels designed to balance investor expectations against achievability, without incentivizing undue risk-taking. As appropriate, members of our management team prepare background materials and participate in discussions with the Committee relating to the Company’s financial plan, customer-centered initiatives and results, operational excellence, strategic initiatives and proposed performance measures under the executive compensation program. |
Input from our Chief Executive Officer AND OTHER Management
| ASSESSING COMPANY PERFORMANCE | Financial performance is a significant component of our incentive programs. Members of our internal audit group provide special reports to the Committee outlining the review of procedures and calculations relating to the degree of achievement of performance measures and payout of incentives for completed performance periods. |
Compensation risk oversight
| ● | current and other outstanding awards employ an array of financial and non-financial performance measures, which help to create a “portfolio” of incentive opportunities, because this design structure reduces motivation to manipulate a single measure to generate a big payout, and goals apply equally to all participants to encourage a unified and responsible approach to achieving financial and non-financial performance measures; |
Compensation risk oversight
| ● | we allocate compensation among base salary, annual short-term cash incentive and long-term incentives, such as RSUs and Performance-Based RSUs that include both time-based and performance-based criteria; |
Compensation risk oversight
| ● | our program incorporates a focus on the customer experience in the incentive programs, helping to balance the safeguards against financial risk and behaviors that could contribute to reputational risk; |
Compensation risk oversight
| ● | the annual short-term cash incentive component includes cash-based awards with payouts tied to the achievement of pre-established performance objectives; |
Compensation risk oversight
| ● | Performance-Based RSUs vest over multiple years for a long-term performance horizon, which mitigates short-term behavioral incentives and reinforces retention; |
Compensation risk oversight
| ● | all short-term and long-term performance-based awards include a cap on maximum payout opportunities, as this mitigates against the possibility of excessively high earn-out potentials that could motivate inappropriate behavior; |
Compensation risk oversight
| ● | the annual Performance-Based RSU awards include a liquidity condition requiring achievement of a cash hurdle for the awards to be paid; |
Compensation risk oversight
| ● | the Committee retains discretion to reduce short-term incentive payouts below the formulaic operational results. |
2025 Executive Compensation Overview
| | Pay Element | Vehicle | Rationale and Link to Stockholder Value | | FIXED | BASE SALARY | Cash | Fixed cash compensation rewards individual performance and scope of responsibility to attract and retain top talent. | | AT RISK / PERFORMANCE-BASED | SHORT-TERM INCENTIVES | Cash | Promotes strong short-term business results by rewarding key value drivers without creating an incentive to take excessive risk. Serves as key compensation vehicle for rewarding annual results based upon our business plan for the fiscal year, helping to align pay with annual performance. | | | LONG-TERM INCENTIVES | Performance-Based RSUs (paid in shares of Common Stock) Time-based RSUs (paid in shares of Common Stock) | Performance-Based RSUs reward achievement of financial goals and other business objectives as well as retention through the three-year performance period. Equity awards provide a significant stake in the long-term financial success of United that is aligned with stockholder interests and promotes employee retention. Time-based RSUs vest one-third per year over a three-year period, which enhances retention of our NEOs, aligns with compensation practices of our peers and supports stockholder value creation. | | OTHER | RETIREMENT BENEFITS | 401(k) plan and excess 401(k) cash direct and cash match program | Creates shared responsibility for retirement through matching contributions. | | | PERQUISITES | Non-cash benefits, such as active flight benefits, health-related benefits and reimbursement for certain tax and financial services | Enhances retention and strengthens our relationships with our executives and generally aligns with market practice for perquisites provided to executives at similar levels at companies within the airline industry and general industry groups. |
Elements of 2025 Executive Compensation
Elements of 2025 Executive Compensation Base Salary The Committee generally reviews and approves base salaries annually in February, with the new rates effective as of April 1, and makes periodic adjustments in connection with promotions, changes in roles and/or responsibilities or to reward individual performance and promote market competitiveness. In making any such adjustments, the Committee considers individual performance, the NEO’s experience, the breadth, scope and complexity of the NEO’s role, internal pay parity, whether the NEO’s base salary is appropriately positioned relative to similarly-situated executives in our peer group, compensation tally sheets summarizing the NEO’s total target and expected actual compensation, recent compensation adjustments and the average compensation of similarly situated executives in the Company’s peer group, among other factors. Considering these factors, the Committee determined to increase Mr. Leskinen’s base salary in order to reward Mr. Leskinen for his continued strong performance and contributions to the Company. Each other NEO’s 2025 base salary remained unchanged compared to the NEO’s 2024 base salary.
Elements of 2025 Executive Compensation
| Earned Base SalaryX | STI TARGET OPPORTUNITY %X | Performance Against Annual MEASURES | = | ACTUAL STI AWARD PAYOUT | | Determined by reviewing: ● Individual performance ● Level of responsibility ● Specialized qualifications ● Experience ● Internal pay parity ● Internal and market-based peer group data | Established using: ● Level of responsibility ● Internal and market-based peer group data ● Internal pay parity ● Company financial performance | ● Relative Adjusted EBITDAR Margin (33%) ● Net Promoter Score (NPS) (33%) ● Operational Excellence (33%) | | ● Capped at 200% of target |
Elements of 2025 Executive Compensation
STI Target Opportunities The target opportunities as a percentage of base salary for 2025 for our NEOs are shown below. Such STI target opportunities are determined by the Committee after considering a number of factors, including the breadth, scope and complexity of the NEO’s role, whether the target annual incentive is competitive with target annual incentives for similarly situated executives in our peer group, consideration of internal pay parity and our recent and projected financial performance. In light of these factors, the Committee determined to increase the STI opportunities for each of Messrs. Enqvist, Nocella and Leskinen. The STI target opportunity for each NEO is expressed as a percentage of the executive’s base salary.
Elements of 2025 Executive Compensation
| | 2025 STI Target Opportunity | | | | | Percentage of Base Salary | | | | Named Executive Officer | 2024 | 2025 | % Change | | Scott Kirby | 250% | 250% | —% | | Brett Hart | 175% | 175% | —% | | Torbjorn Enqvist | 125% | 140% | 12.0% | | Andrew Nocella | 120% | 125% | 4.2% | | Michael Leskinen | 120% | 125% | 4.2% |
Elements of 2025 Executive Compensation
2025 STI Outcomes Threshold, target and maximum performance levels are evaluated independently by the Committee and are set to provide appropriate awards across a range of performance outcomes. In establishing performance measures and levels each year, the Committee considers, among other things: budget; operational priorities; long-term strategic plans; historical performance and external factors, including external expectations; competitive developments; the unique challenges and conditions expected for our business in the upcoming year; and the regulatory environment. The achievement of threshold, target and maximum performance levels were set by the Committee taking into account past performance and long-term plans and were established to be rigorous and challenging to attain and require strong performance and execution to achieve without encouraging unnecessary or excessive risk-taking. Consistent with our long-term focus, the STI program historically measures performance against our strategic and operational priorities during the fiscal year, rather than a fixed growth rate or an average of growth rates from prior years, to account for short-term economic and competitive conditions and anticipated strategic investments that may have adverse short-term profit implications. The payouts for the 2025 STI program were based on an executive’s target bonus amount and the total payout percentage. Company performance results for the year led to a formulaic payout percentage of 135% of target for 2025. The calculation was based on the following performance against the performance measures shown below. To balance transparency with the need to protect competitively sensitive information, the Company has not disclosed certain specific performance targets and results, particularly those relating to detailed business and operational initiatives, where such disclosure could cause competitive harm. However, the Company believes the information provided conveys the rigor of the performance goals and the extent to which they were achieved.
Elements of 2025 Executive Compensation
| EARNED BASE SALARYX | STI BLENDED TARGET OPPORTUNITY %X | PERFORMANCE AGAINST ANNUAL MEASURES | = | ACTUAL STI AWARD PAYOUT |
Elements of 2025 Executive Compensation
| | | 2025 STI | | | | | | | 2025 STI | | | | | | Annual Base Salary | Target | 2025 STI Target | Formulaic | Final | | Named Executive Officer | (as of 12/31/25) | Opportunity | Opportunity (1) | Payout | Award | | Scott Kirby | $1,200,000 | 250% | $3,000,000 | 135% | $4,050,000 | | Brett Hart | $1,000,000 | 175% | $1,750,000 | 135% | $2,362,500 | | Torbjorn Enqvist | $880,000 | 140% | $1,199,452 | 135% | $1,619,260 | | Andrew Nocella | $808,500 | 125% | $1,000,657 | 135% | $1,350,887 | | Michael Leskinen | $800,000 | 125% | $981,260 | 135% | $1,324,701 |
Elements of 2025 Executive Compensation
| (1) 2025 STI target opportunity ($) is determined based on a blended rate, which is the product of the NEO’s (x) blended 2025 STI Target Opportunity (%) and (y) blended base salary rate for 2025 (i.e., generally reflecting the lower STI and salary (as applicable) in effect prior to April 1, 2025 for 25% of the year and the STI and salary rates in effect on and after April 1, 2025 for 75% of the year). |
Elements of 2025 Executive Compensation
Long-Term Incentive Program 2025 Long-Term Incentive Program Summary The Committee administers our LTI program with respect to our NEOs and determines, in its informed judgment and in accordance with the terms of the compensation plans, the recipients who may be granted awards, the form and amount of awards, the terms and conditions of awards (including vesting and forfeiture conditions), the timing of awards and the form and content of award agreements. Our LTI program, like our STI program, is designed to focus the efforts of our executives on key drivers of both short- and long-term success and on stockholder value creation. A significant percentage of our NEOs’ compensation is in the form of equity with three-year vesting periods, which is designed to promote retention and closely tie the interests of our NEOs to the interests of our stockholders. In 2025, we continued to grant two types of long-term award vehicles, which each served a different purpose:
Elements of 2025 Executive Compensation
| ● | Performance-Based RSUs: we grant Performance-Based RSU awards that become earned based on the achievement of key financial goals and strategic initiatives determined based on the Company’s business plan for the fiscal year, in order to motivate management to contribute to our future success. The Committee links award payouts to the achievement of clear, preset, measurable performance measures that are designed to be appropriately rigorous and challenging to attain, require strong performance and execution to achieve, support our strategic and operational priorities and promote the creation of sustained stockholder value while at the same time taking care to not incentivize our executives to take inappropriate risk. |
Elements of 2025 Executive Compensation
The three-year nature of each Performance-Based RSU grant means that in any year, a NEO can have Performance-Based RSUs relating to up to three performance periods outstanding at any time. Amounts earned for each of these one-year tranches are accrued and paid at the end of the full three-year award cycle, contingent on continued employment through this period, subject to limited exceptions. Each tranche represents the performance measures and targets established by the Committee with respect to 1/3 of the target opportunity under the Performance-Based RSUs. Given that each year’s awards have an overlapping performance period from the prior year, we believe these awards provide the right balance between short-term and long-term focus. Performance-Based RSUs awarded in 2025 as part of our regular LTI Program are referred to herein as “2025 Performance-Based RSUs,” the Performance-Based RSUs awarded in 2024 are referred to as “2024 Performance-Based RSUs” and the Performance-Based RSUs awarded in 2023 are referred to as “2023 Performance-Based RSUs.”
Elements of 2025 Executive Compensation
| | 2023 | 2024 | 2025 | 2026 | 2027 | | 2023 PBRSU | Year 1 ● Relative CASM-ex(1) ● Strategic ● United Next ● Liquidity Condition | Year 2 ● Relative Adjusted Pre-Tax Margin(2) ● Absolute Adjusted EPS(3) ● Strategic ● Liquidity Condition | Year 3 ● Relative Adjusted Pre-Tax Margin(2) ● Absolute Adjusted EPS(3) ● Strategic ● Liquidity Condition | | | | | 2024 PBRSU | Year 1 ● Same as above, plus relative total stockholder return (TSR) modifier over three-year performance period | Year 2 ● Same as above, plus relative TSR modifier over three-year performance period | Year 3 ● Performance measures determined in 2026 | | | | | 2025 Pbrsu | Year 1 ● Same as above, but excluding relative TSR modifier | Year 2 ● Performance measures determined in 2026 | Year 3 ● Performance measures to be determined in 2027 |
Elements of 2025 Executive Compensation
| ● | Time-Based RSUs: reward long-term Company performance, support executives’ stock ownership and align with stockholders’ interests. In addition, time-based RSUs are designed to balance performance with stability and retention of our executive leadership team by vesting ratably over three years, generally subject to continued employment requirements. Granting time-based RSUs is also consistent with our compensation peer group’s practices. |
Elements of 2025 Executive Compensation
The following table provides an overview of the key elements of our 2025 Performance-Based RSUs and Time-Based RSUs granted to our NEOs.
Elements of 2025 Executive Compensation
| | Performance-Based RSUs | Time-Based RSUs | | Proportion of Annual Grant | PBRSUs represent 50% of each annual LTI grant at target and each tranche of PBRSUs represents one-third of the annual grant of PBRSUs | Time-based RSUs represent 50% of each annual grant | | 2025 Measures & Weighting | Absolute Adjusted EPS: 40% Relative Adjusted Pre-Tax Margin: 40% Strategic (three strategic initiatives related to technology): 20% Liquidity hurdle: $8 billion in liquidity at end of three-year performance period | Number of shares earned based on continued employment, the value of which increases or decreases with fluctuations in the value of Common Stock | | Min / Max Payout (% of Target Units) | 0% / 200% | N/A | | Vesting | Three-Year Cliff | Three-Year Ratable, with vesting occurring on an annual basis |
Elements of 2025 Executive Compensation
The following table summarizes the equity awards awarded to our NEOs in 2025. The Committee increased LTI opportunities for each of our NEOs in 2025 after consulting with Exequity and considering the competitive market data. In determining the size of the individual LTI awards granted to our NEOs in 2025 (including whether to make potential increases to 2024 levels), the Committee considered each NEO’s total pay and each individual element of pay to similarly-situated executives in our peer group; individual performance; the NEO’s experience; the breadth, scope and complexity of the NEO’s role; internal pay parity; the NEO’s total target compensation; as well as any outstanding or recently paid special awards and recent compensation adjustments, among other factors. The Committee also considered business factors, including annual financial forecasts, capital expenditure budgets and United’s annual business plan. Ultimately, the Committee determined to increase the LTI opportunities for each of our NEOs primarily in order to align the NEOs’ total target pay with the total target pay of similarly-situated executives in our peer group while ensuring that the NEOs’ total target pay primarily consists of at-risk elements designed to retain executives and support stockholder value creation.
Elements of 2025 Executive Compensation
| | Target Grant Value | Grant Value | | | | of PBRSUs | of RSUs | Total Target 2025 | | | Awarded in | Granted in | Equity Compensation | | Named Executive Officer | 2025 (1) | 2025 | ($)(2) | | Scott Kirby | $8,250,000 | $8,250,000 | $16,500,000 | | Brett Hart | $5,125,000 | $5,125,000 | $10,250,000 | | Torbjorn Enqvist | $2,332,000 | $2,332,000 | $4,664,000 | | Andrew Nocella | $2,021,250 | $2,021,250 | $4,042,500 | | Michael Leskinen | $1,800,000 | $1,800,000 | $3,600,000 |
Elements of 2025 Executive Compensation
| (1) Represents the annual RSU and Performance-Based RSU awards made in February 2025, assuming target performance for PBRSUs. The number of shares of Common Stock subject to the awards was determined by dividing the applicable value in the table by the closing stock price on the grant date and rounding down to the nearest whole unit. |
Elements of 2025 Executive Compensation
| (2) The target grant values associated with the 2025 Performance-Based RSUs in this table reflect the full target value of all three regular annual tranches of such awards, despite the fact that the portions attributable to performance measures in 2026 and 2027 will not be treated as formally “granted” for purposes of the executive compensation tables following this CD&A until the performance measures for those future tranches are established. Accordingly, the target values reflected in this table differ from those of the subsequent tables, which, consistent with disclosure rules, include the value of PBRSU grants only when the performance measures for each year are established. |
Elements of 2025 Executive Compensation
2025 Performance-Based RSUs 2025 Performance-Based RSU awards have 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 PBRSU awards are subject to linear interpolation between performance levels. The primary performance measures and weights used for tranche 3 of the 2023 Performance-Based RSUs, tranche 2 of the 2024 Performance-Based RSUs and tranche 1 of the 2025 Performance Based RSUs, are identical to each other and are set forth in the table below. The Committee chose the below three performance measures because it believed that, together, they represented an appropriate mix of financial goals and other business objectives to deliver long-term value to our stockholders, transform the customer experience, attract more brand-loyal customers and assist with achieving our financial objectives that help us meet our financial guidance. The performance metrics and goals were established based on the Company’s financial plan and operating and strategic initiatives and were designed to be challenging but attainable with strong management performance. To balance transparency with the need to protect competitively sensitive information, the Company has not disclosed certain specific performance targets and results, particularly those relating to longer-term strategic and operational initiatives, where such disclosure could cause competitive harm. However, the Company believes the information provided conveys the rigor of the performance goals and the extent to which they were achieved.
Elements of 2025 Executive Compensation
| Performance Measures | Entry (50%) | Target (100%) | Stretch (200%) | | Absolute Adjusted EPS (40%) | | | | | United’s 2025 Adjusted EPS | $7.50 | $11.50 - $13.50 | $15.50 | | Relative Adjusted Pre-Tax Margin (40%) | | | | | Adjusted Pre-Tax Margin relative to the weighted average Adjusted Pre-Tax Margin of a focused set of industry peers. Achievement at the entry level required United’s performance to be greater than the industry weighted average and achievement at the stretch level required United to be the leader relative to the selected industry peers. The target range for the relative Adjusted Pre-Tax Margin metric was achievement between 40-70% of the difference between the industry weighted average Adjusted Pre-Tax Margin and the Adjusted Pre-Tax Margin of the peer with highest Adjusted Pre-Tax Margin among the peer group. | Greater than average | 40%-70% of range between entry and stretch levels | #1 Rank | | STRATEGIC (20%) | | | | | Increase mobile app usage on the day of travel | 79% of customer passenger name records (“PNRs”) | 83% of customer PNRs | 86% of customer PNRs | | Installation of Starlink connectivity on United Express aircraft and enable new advertising channels | Complete initial installation of Starlink on UAX aircraft and enable new advertising channels | 247 UAX aircraft | 330 UAX aircraft | | One quantitative and one qualitative indicator, each weighted equally, related to transitioning towards retiring legacy mainframe systems required for daily operations | ● 60% of quantitative indicator ● Completion of pre-established qualitative indicator | ● 80% of quantitative indicator ● Completion of pre-established qualitative indicator | ● 100% of quantitative indicator ● Completion of pre-established qualitative indicator |
Elements of 2025 Executive Compensation
In addition to the above performance measures for calendar year 2025, payout of the Performance-Based RSUs are contingent on the achievement of a cash liquidity hurdle ($8 billion) as of the end of the three-year performance period. 2025 Time-Based RSUs Time-Based RSUs make up the remaining 50% of our executives’ target long-term equity incentives. Each grant of RSUs vests one-third on each of February 28, 2026, February 28, 2027 and February 28, 2028. Time-based RSUs enhance retention of our NEOs, align with compensation practices of our peers and support stockholder value creation. 2023 Performance-Based RSUs and 2024 Performance-Based RSUs Details relating to the performance measures established in 2023 for the 2023 Performance-Based RSUs (applies to tranche 1 of the 2023 Performance-Based RSUs, tranche 2 of the 2024 Performance-Based RSUs and tranche 3 of the 2025 Performance-Based RSUs) are set forth on pages 102 through 104 of United’s 2024 proxy statement filed with the SEC on April 12, 2024. Details relating to the performance measures established in 2024 for the 2024 Performance-Based RSUs (applies to tranche 1 of the 2024 Performance-Based RSUs and tranche 2 of the 2025 Performance-Based RSUs) are set forth on pages 100 through 101 of United’s 2025 proxy statement filed with the SEC on April 10, 2025.
Elements of 2025 Executive Compensation
Payout of 2023 Performance-Based RSUs (Completed Performance Period) Under the terms of the 2023 Performance-Based RSUs, 2025 represented the final year of the three-year performance period. The 2023 Performance-Based RSUs vested based on performance measures established on an annual basis during the three-year performance period commencing January 1, 2023 and ending December 31, 2025. The 2023 Performance-Based RSUs were divided into three tranches that were each weighted as 1/3 of the target 2023 Performance-Based RSUs. The 2023 Performance-Based RSUs had a continued service condition, generally requiring the NEO’s continued employment through the end of 2025 to vest. Below is a summary of the Company’s performance results under the performance measures of the 2023 Performance-Based RSUs, which resulted in an overall vesting level 134% of target. The performance measures and targets were designed to be challenging to attain and require strong management performance and execution to achieve, which was ultimately reflected by the overall vesting level of 134% of target. The awards vested at the end of 2025 and were settled in the first quarter of 2026 and are included in the “Option Exercises and Stock Vested for 2025” table.
Elements of 2025 Executive Compensation
| | Performance Measures (1) | Tranche Weighting | Entry (50%) | Target (100%) | Stretch (200%) | Actual Results | Payout (as % of Target) | Final Payout (as % of Target) | | Tranche 1 | CASM-ex (2, 3) | 40% | Equal to industry avg | 1 to 2 pts better than industry avg | 4 pts better than industry avg | 1.97 pts better than industry avg | 100% | | | | Technician Hiring (4) | 13% | Target level -5% | Significantly higher than historical levels | Target level +5% | Between Target and Stretch | 160% | | | | United Next Actions | 27% | (5) | (5) | (5) | (5) | 183% | | | | Strategic Actions (# of actions completed) (6) | 20% | Environmental : 6 People & Responsible Sourcing : 6 | Environmental : 8 People & Responsible Sourcing : 7 | Environmental : 10 People & Responsible Sourcing : 8 | Environmental : 9 People & Responsible Sourcing : 7 | 125% | | | | | | | | | | | 135% | | Tranche 2 | Absolute Adjusted EPS (7) | 40% | $5 | $9 - $11 | $13 | $10.61 | 100% | | | | Relative Adjusted Pre-Tax Margin (8) | 40% | -0.5% | +0.5% - +1.0% | 2.0% | 2.7% | 200% | | | | Strategic Actions (# of actions completed) (6) | 20% | Environmental: 6 People & Responsible Sourcing: 6 | Environmental: 8 People & Responsible Sourcing: 7 | Environmental: 10 People & Responsible Sourcing: 8 | Environmental: 8 People & Responsible Sourcing: 8 | 150% | | | | | | | | | | | 150% | | Tranche 3 | Absolute Adjusted EPS (7) | 40% | $7.50 | $11.50 - $13.50 | $15.50 | $10.62 | 89% | | | | Relative Adjusted Pre-Tax Margin (8) | 40% | Greater than average | 40%-70% of range between entry and stretch levels | #1 rank | 87.0% in range | 157% | | | | Strategic Action: Mobile App Usage | 6.66% | 79% of customer PNRs | 83% of customer PNRs | 86% of customer PNRs | 83% of customer PNRs | 100% | | | | Strategic Action: Starlink Installation | 6.66% | Complete initial installation of Starlink on UAX aircraft and enable new advertising channels | 247 UAX aircraft | 330 UAX aircraft | 277 UAX aircraft | 136% | | | | Strategic Action: Retirement of legacy mainframe system | 6.66% | 60% of quantitative factor Completion of pre-established qualitative factor | 80% of quantitative factor Completion of pre-established qualitative factor | 100% of quantitative factor Completion of pre-established qualitative factor | 50% of quantitative factor Completion of target level pre-established qualitative factor | 50% | | | | | | | | | | | 117% | | | | Total payout under 2023 Performance-Based RSUs (as % of target) (9) | | | | | | 134% |
Elements of 2025 Executive Compensation
| (1) For a detailed description of the performance measures established in 2023 for tranche 1 of the 2023 Performance-Based RSUs, see pages 102 through 104 of United’s 2024 proxy statement filed with the SEC on April 12, 2024. For a detailed description of the performance measures established in 2024 for tranche 2 of the 2023 Performance-Based RSUs, see page 100 of United’s 2025 proxy statement filed with the SEC on April 10, 2025. For a detailed description of the performance measures for tranche 3 of the 2023 Performance-Based RSUs, see “2025 Performance-Based RSUs” above on page 101. |
Elements of 2025 Executive Compensation
| (6) The Compensation Committee incorporated this objective and measurable performance metric into the Company’s LTI to reflect the Company’s focus on long-term value creation for its stockholders by incentivizing management to reach various performance indicators that will assist the Company in achieving certain key commitments and initiatives relating to its environmental sustainability, people impact and responsible sourcing programs. The performance indicators were designed to be challenging but achievable with strong management performance. |
Elements of 2025 Executive Compensation
| (9) Vesting of the 2023 Performance-Based RSUs was also subject to an $8 billion cash liquidity hurdle at the end of the three-year performance period, which was achieved. |
Elements of 2025 Executive Compensation
Additionally, Mr. Leskinen received a promotional PBRSU award in 2023 that vested 50% based on performance measures established in 2024 and 50% based on performance measures established in 2025, consistent with performance measures and results set forth in the table above on the rows “Tranche 2” and “Tranche 3,” respectively. This resulted in an overall vesting level of 134% of target. Open Performance Periods Performance under the 2024 Performance-Based RSUs and 2025 Performance-Based RSUs will be determined following the end of the three-year performance periods ending December 31, 2026 and 2027, respectively, given that certain underlying performance measures (including the liquidity condition and, for the 2024 Performance-Based RSUs, the relative TSR modifier) are still outstanding. The performance metrics and relative weights for the 2025 Performance-Based RSUs are set forth above on page 101 in the table under the heading “2025 Performance-Based RSUs.” Performance under the remaining two tranches of the 2024 Retention LTI Awards (as described below) will be determined following the end of the annual performance periods on June 30, 2026 and June 30, 2027, respectively, given that underlying performance measures remain outstanding. The performance measures and relative weights for the remaining two tranches of the 2024 Retention LTI Awards are set forth on pages 103-104 of the Company’s 2025 Proxy Statement filed with the SEC on April 10, 2025. Payout of Transformation Incentive Awards (Completed Performance Period) In September 2022, the Committee approved performance-based incentive awards (the “Transformation Incentive Awards”) to each of our NEOs other than Mr. Leskinen. The Transformation Incentive Awards provided an incentive opportunity of 50% to 150% of the target opportunity (or 0% to 150% with respect to Mr. Kirby) based on the achievement of a pre-established human capital performance measure during the period January 1, 2023 through June 30, 2025, with a service-based vesting condition over a three year period beginning September 22, 2022 and ending September 22, 2025. For recipients other than Mr. Kirby, the Transformation Incentive Award vested with respect to 25% of the target opportunity on each of September 22, 2023 and September 22, 2024. Mr. Kirby’s Transformation Incentive Award did not include interim vesting dates and his Transformation Award opportunity vested on September 22, 2025.
Elements of 2025 Executive Compensation
| ● | Absolute Adjusted EPS (First Tranche and Second Tranche) — The first and second tranches of the 2024 Retention LTI Awards became earned or may become earned based on our positive Adjusted EPS during the four quarters ending June 30, 2025 and June 30, 2026, respectively, as well as continued employment through each applicable vesting date. |
Elements of 2025 Executive Compensation
| ● | Relative Adjusted Pre-Tax Margin (Third Tranche) — The third tranche of the 2024 Retention LTI Awards may become earned based on our Adjusted Pre-Tax Margin during the four quarters ending June 30, 2027 relative to the weighted average Adjusted Pre-Tax Margin of selected industry peers during the same period and is also subject to an Adjusted EPS performance measure. Continued employment through the applicable vesting date is required. |
Use of Adjustments in Incentive Programs
Use of Adjustments in Incentive Programs Our goal is to pay incentives based on the same underlying business trends and results that our investors are using to measure United performance. To incentivize management to make decisions that have positive, long-term impacts, even at the expense of shorter-term results, and to prevent one-time gains and losses from having too great of an impact on incentive payouts, the Committee reviews whether to adjust results under the 2025 STI program, tranches 1, 2 and 3 of the 2023 Performance-Based RSU awards, tranches 1 and 2 of the 2024 Performance-Based RSU awards, and tranche 1 of the 2025 Performance-Based RSU awards, although no such adjustment has been made as of the Record Date with respect to such awards.
Use of Adjustments in Incentive Programs
| 2026 Proxy Statement | 105 |
SEVERANCE AND CHANGE IN CONTROL BENEFITS
SEVERANCE AND CHANGE IN CONTROL BENEFITS In order to attract and retain high-performing NEOs, we believe it is appropriate to provide severance to an executive officer in certain circumstances. Each of our NEOs is covered by the terms of United’s Executive Severance Plan, which provides for certain payments and benefits upon qualifying termination events, as described in “Potential Payments Upon Termination or Change in Control” below. Based on the advice of Exequity, we believe that our severance benefits are in line with market practices and provide appropriate levels of compensation and terms and conditions related to executive separations. Further, we believe that these arrangements are an important component of our compensation packages in terms of attracting and retaining top caliber talent in senior leadership roles and in defining terms and conditions of executive separation events. We do not gross up for excise taxes that may be imposed as a result of severance payments and, for payments payable upon or following a change in control, we generally require a qualifying termination of employment in addition to the change in control, with limited exceptions. See “Potential Payments upon Termination or Change in Control” below for a discussion and estimate of the potential compensation and benefits provided pursuant to these arrangements.
SEVERANCE AND CHANGE IN CONTROL BENEFITS
| 2026 Proxy Statement | 107 |
2025 Summary Compensation Table
2025 Summary Compensation Table The following table provides information regarding our NEOs for fiscal year 2025, determined in accordance with applicable SEC disclosure rules. The table provides information for 2025, 2024 and, to the extent required by applicable SEC disclosure rules, 2023.
2025 Summary Compensation Table
| | | | | | | Change in | | | | | | | | | Non-Equity | Pension Value | | | | | | | | | Incentive | Non-Qualified | | | | | | | | Stock | Plan | Deferred Compensation | All Other | | | | | Salary | Bonus | Awards | Compensation | Earnings | Compensation | Total | | Name and Principal Position | Year | ($)(1) | ($) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($) | | Scott Kirby | 2025 | 1,200,000 | — | 22,565,804 | 8,010,000 | — | 506,449 | 32,282,253 | | Chief Executive Officer | 2024 | 1,175,000 | 3,000,000 | 24,405,267 | 5,141,223 | — | 203,498 | 33,924,988 | | | 2023 | 1,075,000 | — | 10,705,744 | 6,636,815 | — | 155,740 | 18,573,299 | | Michael Leskinen | 2025 | 783,750 | — | 4,799,695 | 1,324,701 | — | 143,264 | 7,051,410 | | Executive Vice President and | 2024 | 761,250 | 569,307 | 5,045,623 | 1,580,451 | — | 150,215 | 8,106,846 | | Chief Financial Officer | 2023 | 447,103 | 1,128,240 | 988,963 | 770,131 | — | 109,090 | 3,443,527 | | Brett Hart | 2025 | 1,000,000 | — | 13,905,113 | 5,232,500 | — | 148,078 | 20,285,691 | | President | 2024 | 975,000 | 4,200,000 | 15,263,264 | 2,986,356 | — | 225,159 | 23,649,779 | | | 2023 | 868,750 | 3,875,000 | 6,420,817 | 3,687,526 | — | 132,851 | 14,984,944 | | Torbjorn Enqvist | 2025 | 880,000 | — | 6,417,260 | 3,669,260 | 17,923 | 115,384 | 11,099,827 | | Executive Vice President and | 2024 | 860,000 | 2,220,980 | 7,568,878 | 1,881,489 | — | 115,635 | 12,646,982 | | Chief Operations Officer | 2023 | 775,000 | 1,525,000 | 2,996,475 | 2,121,677 | 19,595 | 116,480 | 7,554,227 | | Andrew Nocella | 2025 | 808,500 | — | 5,447,921 | 2,990,887 | — | 115,885 | 9,363,193 | | Executive Vice President and | 2024 | 798,875 | 2,600,000 | 6,464,807 | 1,677,748 | — | 103,174 | 11,644,604 | | Chief Commercial Officer | | | | | | | | |
2025 Summary Compensation Table
| (1) Represents the actual salary earned by each NEO in 2025. |
2025 Summary Compensation Table
| (2) For each named executive officer’s rows for 2025, represents the grant date fair value of time-vested RSUs as well as the Performance-Based RSUs granted in 2025 (i.e., tranche 1), the Performance-Based RSUs granted in 2024 (i.e., tranche 2) and the Performance-Based RSUs granted in 2023 (i.e., tranche 3), each as computed in accordance with FASB ASC Topic 718. For Mr. Leskinen, the amount also includes the second half of his 2023 promotional PBRSU award, for which half of the award vested based on performance measures established in 2024 and half of the award vested based on performance measures established in 2025. |
2025 Summary Compensation Table
For Performance-Based RSUs, the grant date fair value is based on the closing price of Common Stock on the date of grant for the portion of awards based on performance conditions and for Performance-Based RSUs granted in 2024, on a Monte Carlo valuation for the portion of awards attributable to the relative TSR modifier. The Monte Carlo simulation was performed using the remaining performance period of 3.0 years and assuming an expected volatility of 40.3% and risk-free interest rate of 4.00%. The expected volatility was based on an analysis of the historical volatility of Common Stock on the grant date for 1.75 years. The risk-free interest rate corresponding with the remaining performance period was calculated using a forward rate curve based on the U.S. Treasury yield curve as of the measurement date. For a discussion of the assumptions made in the valuation referenced in this column, see note 5 to the consolidated financial statements in the Company’s 2025 Annual Report on Form 10-K. As discussed in the CD&A, the Committee designed the 2025, 2024 and 2023 Performance-Based RSUs so that the performance measures and levels are set in one-third increments at the beginning of each year of the three-year performance Period (January 1, 2025 – December 31, 2027 for the 2025 Performance-Based RSUs, January 1, 2024 – December 31, 2026 for the 2024 Performance-Based RSUs and January 1, 2023 – December 31, 2025 for the 2023 Performance-Based RSUs). The Committee will set or has set performance measures for the remaining two-thirds of the 2025 Performance-Based RSU awards in each of 2026 and 2027 and for the remaining one-third of the 2024 Performance-Based RSU awards in 2026. Values with respect to Performance-Based RSUs were calculated based on the probable satisfaction of the applicable performance conditions as of the date of grant (which was target performance).
2025 Summary Compensation Table
| 2026 Proxy Statement | 111 |
2025 Summary Compensation Table
The following table reflects the aggregate grant date fair value at the maximum or “stretch” level of (i) the third tranche of 2023 Performance-Based RSUs (the “stretch” level is 200% of the target level), (ii) the second tranche of the 2024 Performance-Based RSUs (the “stretch” level is 300% of the target level assuming maximum application of the relative TSR modifier) and (iii) the first tranche of the 2025 Performance-Based RSUs (the “stretch” level is 200% of the target level). For Mr. Leskinen, the below table also discloses the maximum value of the second-half of his 2023 promotional PBRSU award, as noted in footnote (a) below.
2025 Summary Compensation Table
| | | 2023 | 2024 | 2025 | | | | Performance-Based | Performance-Based | Performance-Based | | | | RSUs Maximum | RSUs Maximum | RSUs Maximum | | Name | Grant Date | Value ($) | Value ($) | Value ($) | | Scott Kirby | 2/28/25 | 9,298,635 | 20,749,824 | 5,499,893 | | Michael Leskinen | 2/28/25 | 157,226 | 4,341,622 | 1,199,830 | | | 2/28/25 | 1,748,056(a) | — | — | | Brett Hart | 2/28/25 | 5,623,347 | 12,780,677 | 3,416,560 | | Torbjorn Enqvist | 2/28/25 | 2,646,380 | 5,954,494 | 1,554,619 | | Andrew Nocella | 2/28/25 | 2,264,011 | 4,862,830 | 1,347,487 |
2025 Summary Compensation Table
| (a) Represents the maximum value of the second half of Mr. Leskinen’s 2023 promotional PBRSU award at “stretch” level of performance (200% of target). |
2025 Summary Compensation Table
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 2025 table below for the share price on the date of grant.
2025 Summary Compensation Table
| (3) The amounts reported for 2025 in this column include: (i) for each NEO, payments under the 2025 STI program, for which our 2025 Company performance resulted in achievement at 135% of the total target opportunity level and (ii) for each of Mr. Kirby ($3,960,000), Mr. Hart ($2,870,000), Mr. Enqvist ($2,050,000) and Mr. Nocella ($1,640,000), the payout of the Transformation Incentive Awards which vested on September 22, 2025 following certification of achievement of the underlying performance metric, resulting in payout of 132% of the total target opportunity level. See “Short-Term Incentive Program” and “Transformation Incentive Awards” in the CD&A above for additional details. |
2025 Summary Compensation Table
| (4) Prior to the 2010 merger, Mr. Enqvist participated in pension benefits provided as part of the compensation program of Continental Airlines (“Continental”), including the CARP. None of the other NEOs participate in the pension benefits programs. The amounts are calculated based on the difference in the present value of accumulated benefits determined as of December 31, 2025, December 31, 2024 and December 31, 2023. These benefits are frozen, but the values of the frozen benefits continue to fluctuate based on changes in actuarial assumptions and the passage of time. Decreases in pension values are shown as zeroes in the Summary Compensation Table. See “Narrative to Pension Benefits Table” below for a discussion of the assumptions used to calculate the present values of these pension benefits and further information on the provisions of the plans. |
2025 Summary Compensation Table
| 112 | 2026 Proxy Statement |
2025 Summary Compensation Table
| (5) The following table provides details regarding amounts disclosed in the “All Other Compensation” column for 2025: |
2025 Summary Compensation Table
| | Insurance | | 401(k) Cash | | | | | | | | Premiums | | Direct and | Charitable | Perquisites | | | | | | Paid by | 401(k) Company | Cash Match | Ticket | and Other | Air Travel Tax | Personal | | | | Company | Contributions | Program | Donation | Benefits | Indemnification | Security | Total | | Name | ($)(a) | ($)(b) | ($)(b) | ($)(c) | ($)(d) | ($)(e) | ($)(f) | ($) | | Scott Kirby | 13,850 | 24,500 | 59,500 | 33,000 | 69,754 | 32,723 | 273,122 | 506,449 | | Michael Leskinen | 3,485 | 22,750 | 32,175 | 3,800 | 46,993 | 34,061 | — | 143,264 | | Brett Hart | 11,883 | 24,500 | 45,500 | — | 40,908 | 25,287 | — | 148,078 | | Torbjorn Enqvist | 8,372 | 28,000 | 42,400 | 3,800 | 24,958 | 7,854 | — | 115,384 | | Andrew Nocella | 9,617 | 24,500 | 32,095 | 7,600 | 23,265 | 18,808 | — | 115,885 |
2025 Summary Compensation Table
| (a) Represents premiums paid by the Company for supplemental life insurance provided to the named executive officers. |
2025 Summary Compensation Table
| (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. |
2025 Summary Compensation Table
| (c) Amounts represent the aggregate incremental cost of complimentary positive air space travel donated to qualified charitable organizations selected by the NEO, as discussed in the CD&A under the caption “Perquisites and Other Executive Benefits” above. |
2025 Summary Compensation Table
| (d) This column includes: (i) for each NEO, the Company’s incremental cost of providing the NEO air travel on flights operated by the Company or any UAL subsidiary or operated as “United Express,” tax and financial planning services and an annual executive physical; (ii) for each of Messrs. Kirby, Leskinen, Hart and Enqvist, cybersecurity / identity protection services; and (iii) for Messrs. Leskinen, Hart and Nocella, the Company’s incremental costs related to reserved parking at the Company’s offices. The NEOs 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 MileagePlus 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 also 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. |
2025 Summary Compensation Table
| (e) In each case, this amount represents taxes paid on behalf of the NEO with respect to air travel on flights operated by the Company or any UAL subsidiary or operated as “United Express.” |
2025 Summary Compensation Table
| (f) Amount reported in this column for Mr. Kirby represents the aggregate incremental costs to the Company of Company-mandated executive security services, including related tax reimbursements ($25,362). The aggregate incremental cost for the security services were based on the amount accrued for payment or paid directly to the third-party vendor providing such services. |
2025 Summary Compensation Table
| 2026 Proxy Statement | 113 |
Grants of Plan-Based Awards for 2025
Grants of Plan-Based Awards for 2025 The following table sets forth information regarding plan-based awards granted during 2025 to our NEOs. These awards include the 2025 STI cash awards, Performance-Based RSUs for the 2023-2025 performance period (representing one-third of the award with respect to which performance measures were established in 2025), Performance-Based RSUs for the 2024-2026 performance period (representing one-third of the award with respect to which performance measures were established in 2025), Performance-Based RSUs for the 2025-2027 performance period (representing one-third of the award with respect to which performance measures were established in 2025), Mr. Leskinen’s 2023 promotional PBRSU award (representing the second half of the award with respect to which performance measures were established in 2025) and time-vested RSU awards. Each of these awards were granted pursuant to the 2021 Plan.
Grants of Plan-Based Awards for 2025
| | | | | | | | | | All Other | Grant | | | | | | | | | | | Stock | Date | | | | | | | | | | | Awards: | Fair Value | | | | | | | | | | | Number of | of Stock | | | | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | Shares of | and | | | | | Non-Equity Incentive Plan Awards | | | Equity Incentive Plan Awards | | | Stock or | Option | | | Grant | Approval | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | | Name | Date | Date | ($) | ($)(7) | ($) | (#) | (#) | (#) | (#) | ($)(8) | | Scott Kirby | 2/28/25 (1) | 2/27/25 | 1,500,000 | 3,000,000 | 6,000,000 | - | - | - | - | - | | | 2/28/25 (2) | 2/27/25 | - | - | - | 24,781 | 49,561 | 99,122 | - | 4,649,317 | | | 2/28/25 (3) | 2/27/25 | - | - | - | 25,280 | 50,560 | 151,680 | - | 6,916,608 | | | 2/28/25 (4) | 2/27/25 | - | - | - | 14,657 | 29,314 | 58,628 | - | 2,749,946 | | | 2/28/25 (5) | 2/27/25 | - | - | - | - | - | - | 87,943 | 8,249,933 | | Michael Leskinen | 2/28/25 (1) | 2/27/25 | 490,630 | 981,260 | 1,962,521 | - | - | - | - | — | | | 2/28/25 (2) | 2/27/25 | - | - | - | 419 | 838 | 1,676 | - | 78,613 | | | 2/28/25 (3) | 2/27/25 | - | - | - | 5,290 | 10,579 | 31,737 | - | 1,447,207 | | | 2/28/25 (4) | 2/27/25 | - | - | - | 3,198 | 6,395 | 12,790 | - | 599,915 | | | 2/28/25 (6) | 2/27/25 | - | - | - | 4,659 | 9,317 | 18,634 | - | 874,028 | | | 2/28/25 (5) | 2/27/25 | - | - | - | - | - | - | 19,187 | 1,799,932 | | Brett Hart | 2/28/25 (1) | 2/27/25 | 875,000 | 1,750,000 | 3,500,000 | - | - | - | - | — | | | 2/28/25 (2) | 2/27/25 | - | - | - | 14,986 | 29,972 | 59,944 | - | 2,811,673 | | | 2/28/25 (3) | 2/27/25 | - | - | - | 15,571 | 31,142 | 93,426 | - | 4,260,226 | | | 2/28/25 (4) | 2/27/25 | - | - | - | 9,105 | 18,210 | 36,420 | - | 1,708,280 | | | 2/28/25 (5) | 2/27/25 | - | - | - | - | - | - | 54,631 | 5,124,934 | | Torbjorn Enqvist | 2/28/25 (1) | 2/27/25 | 599,726 | 1,199,452 | 2,398,904 | - | - | - | - | — | | | 2/28/25 (2) | 2/27/25 | - | - | - | 7,053 | 14,105 | 28,210 | - | 1,323,190 | | | 2/28/25 (3) | 2/27/25 | - | - | - | 7,255 | 14,509 | 43,527 | - | 1,984,831 | | | 2/28/25 (4) | 2/27/25 | - | - | - | 4,143 | 8,286 | 16,572 | - | 777,310 | | | 2/28/25 (5) | 2/27/25 | - | - | - | - | - | - | 24,858 | 2,331,929 | | Andrew Nocella | 2/28/25 (1) | 2/27/25 | 500,329 | 1,000,657 | 2,001,314 | - | - | - | - | — | | | 2/28/25 (2) | 2/27/25 | - | - | - | 6,034 | 12,067 | 24,134 | - | 1,132,005 | | | 2/28/25 (3) | 2/27/25 | - | - | - | 5,925 | 11,849 | 35,547 | - | 1,620,943 | | | 2/28/25 (4) | 2/27/25 | - | - | - | 3,591 | 7,182 | 14,364 | - | 673,743 | | | 2/28/25 (5) | 2/27/25 | - | - | - | - | - | - | 21,546 | 2,021,230 |
Grants of Plan-Based Awards for 2025
| (1) Represents the 2025 STI cash award for the performance period January 1, 2025 through December 31, 2025. As described in the CD&A, the 2025 STI awards paid out in March 2026 with overall performance at 135% of the target level after the Committee certified performance. |
Grants of Plan-Based Awards for 2025
| 114 | 2026 Proxy Statement |
Grants of Plan-Based Awards for 2025
| (2) Represents award opportunities for one-third of the full number of shares for which performance measures were established in 2025 for the Performance-Based RSUs granted for the performance period January 1, 2023 through December 31, 2025. See also footnote 8, below. |
Grants of Plan-Based Awards for 2025
| (3) Represents award opportunities for one-third of the full number of shares for which performance measures were established in 2025 for the Performance-Based RSUs granted for the performance period January 1, 2024 through December 31, 2026. See also footnote 8, below. |
Grants of Plan-Based Awards for 2025
| (4) Represents award opportunities for one-third of the full number of shares for which performance measures were established in 2025 for the Performance-Based RSUs granted for the performance period January 1, 2025 through December 31, 2027. See also footnote 8, below. |
Grants of Plan-Based Awards for 2025
| (5) Represents 2025 LTI awards granted as time-based RSUs that are scheduled to vest in one-third increments on February 28, 2026, 2027 and 2028, subject to the NEO’s continued employment through the applicable vesting date or qualifying termination of employment. |
Grants of Plan-Based Awards for 2025
| (6) Represents award opportunity for the second half of the full number of shares for which performance measures were established in 2025 for Mr. Leskinen’s 2023 promotional PBRSU award. See also footnote 8, below. |
Grants of Plan-Based Awards for 2025
| (7) Represents the product of the NEO’s (x) blended FY2025 STI Target Opportunity (%) and (y) the NEO’s blended base salary rate for 2025. |
Grants of Plan-Based Awards for 2025
| (8) Represents the 2025 grant date fair value of the 2023, 2024 and 2025 Performance-Based RSU awards (with respect to tranches 3, 2 and 1, respectively), the second half of Mr. Leskinen’s 2023 promotional PBRSU award and the time-vested RSU awards, determined in accordance with ASC Topic 718. In accordance with ASC Topic 718, only the portion of the annual Performance-Based RSUs for which the performance measures were established in 2025 (i.e., one-third of the total number of shares subject to the 2023, 2024 and 2025 Performance-Based RSU awards and the second half of Mr. Leskinen’s 2023 promotional PBRSU award) is reflected in this table. Performance measures with respect to the remaining one-third of the 2024 Performance-Based RSUs and performance measures with respect to the remaining two-thirds of the 2025 Performance-Based RSUs will be established in 2026 and 2027, and will be reported in the Summary Compensation Table and Grants of Plan-Based Awards Table for the applicable year in which the performance measures are established. In accordance with the SEC disclosure rules, the aggregate grant date fair value of all Performance-Based RSUs was calculated based on the target level (100%) of performance, which was the probable outcome of the required performance conditions as of the grant date, and for Performance-Based RSUs granted in 2023 and 2025, on the closing price of Common Stock on the date of grant ($93.81 per share). For Performance-Based RSUs granted in 2024, the grant date fair value was also based on a Monte Carlo valuation for the portion of the awards attributable to the relative TSR modifier, resulting in a per share value of $136.80. For additional details regarding the assumptions used in these calculations, see footnote 2 to the 2025 Summary Compensation Table. For the time-vested RSUs, 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 ($93.81 per share). |
Grants of Plan-Based Awards for 2025
| 2026 Proxy Statement | 115 |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding the outstanding equity awards held by each NEO as of December 31, 2025. In accordance with SEC reporting requirements, if performance through 2025 has exceeded the entry level, then the year-end number of Performance-Based RSUs that have not yet 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 2025 fiscal year. At year-end 2025, (i) the first-third of the 2024 Performance-Based RSUs, the second-third of the 2024 Performance-Based RSUs and the first-third of the 2025 Performance-Based RSUs were each estimated at above the target level and therefore are shown at the stretch level (200% of the target opportunity for the 2025 Performance-Based RSUs and 300% (assuming maximum application of the relative TSR modifier) of the target opportunity for the 2024 Performance-Based RSUs) and (ii) the Retention LTI Awards were estimated at above the target level and therefore are shown at the stretch level (133% of the target opportunity). The final value of these awards will be based on the Committee’s determination of the achievement of the performance conditions and the value of Common Stock at the time of vesting.
Outstanding Equity Awards at 2025 Fiscal Year-End
| 116 | 2026 Proxy Statement |
Outstanding Equity Awards at 2025 Fiscal Year-End
| | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity | Equity | | | | | | | | | Incentive | Incentive | | | | | | | | | Plan | Plan | | | | | | | | | Awards; | Awards; | | | | | | | | | Number | Market or | | | | | | | | | of | Payout | | | | | | | Number | Market | Unearned | Value of | | | | | | | of | Value of | Shares, | Unearned | | | | | | | Shares or | Shares or | Units or | Shares, | | | | | | | Units of | Units of | Other | Units | | | Number of | Number of | | | Stock | Stock | Rights | or Other | | | Securities | Securities | | | That | That | That | Rights | | | Underlying | Underlying | | | Have | Have | Have | That | | | Unexercised | Unexercised | Option | Option | Not | Not | Not | Have Not | | | Options (#) | Options (#) | Exercise | Expiration | Vested | Vested | Vested | Vested | | Name | Exercisable | Unexercisable | Price ($) | Date | (#) | ($) | (#) | ($) | | Scott Kirby | 159,321(1) | - | 58.69 | 8/29/26 | - | - | - | - | | | 168,775(2) | 138,090(2) | 110.21 | 12/04/29 | - | - | - | - | | | - | - | - | - | 49,561(3) | 5,541,911(6) | - | - | | | - | - | - | - | 101,121(4) | 11,307,350(6) | - | - | | | - | - | - | - | 87,943(5) | 9,833,786(6) | - | - | | | - | - | - | - | - | - | 303,360(7) | 33,921,715(10) | | | - | - | - | - | - | - | 58,628(8) | 6,555,783(10) | | | - | - | - | - | - | - | 189,783(9) | 21,221,535(10) | | Michael Leskinen | - | - | - | - | 838(3) | 93,705(6) | - | - | | | - | - | - | - | 6,212(11) | 694,626(6) | - | - | | | - | - | - | - | 21,158(4) | 2,365,888(6) | - | - | | | - | - | - | - | 19,187(5) | 2,145,490(6) | - | - | | | - | - | - | - | - | - | 63,474(7) | 7,097,663(10) | | | - | - | - | - | - | - | 12,790(8) | 1,430,178(10) | | | - | - | - | - | - | - | 47,446(9) | 5,305,412(10) | | Brett Hart | 21,521(12) | - | 77.56 | 6/14/27 | - | - | - | - | | | - | - | - | - | 29,972(3) | 3,351,469(6) | - | - | | | - | - | - | - | 62,285(4) | 6,964,709(6) | - | - | | | - | - | - | - | 54,631(5) | 6,108,838(6) | - | - | | | - | - | - | - | - | - | 186,852(7) | 20,893,791(10) | | | - | - | - | - | - | - | 36,420(8) | 4,072,484(10) | | | - | - | - | - | - | - | 123,359(9) | 13,794,003(10) | | Torbjorn Enqvist | - | - | - | - | 14,105(3) | 1,577,221(6) | - | - | | | - | - | - | - | 29,018(4) | 3,244,793(6) | - | - | | | - | - | - | - | 24,858(5) | 2,779,622(6) | - | - | | | - | - | - | - | - | - | 87,051(7) | 9,734,043(10) | | | - | - | - | - | - | - | 16,572(8) | 1,853,081(10) | | | - | - | - | - | - | - | 66,424(9) | 7,427,532(10) | | Andrew Nocella | - | - | - | - | 12,067(3) | 1,349,332(6) | - | - | | | - | - | - | - | 23,698(4) | 2,649,910(6) | - | - | | | - | - | - | - | 21,546(5) | 2,409,274(6) | - | - | | | - | - | - | - | - | - | 71,091(7) | 7,949,396(10) | | | - | - | - | - | - | - | 14,364(8) | 1,606,182(10) | | | - | - | - | - | - | - | 56,935(9) | 6,366,472(10) |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) Represents premium-priced stock options that Mr. Kirby was granted in connection with joining the Company, which have an exercise price that was set at 25% higher than the closing stock price on the date of grant. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (2) In connection with the CEO transition process, Mr. Kirby received an award in December 2019 of premium-priced stock options (with an exercise price that was set 25% higher than the closing stock price 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 vested on May 20, 2023; (ii) 22% of the options vested on May 20, 2024; (iii) 22% of the options vested 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, subject to continued employment through each vesting date or qualifying termination of employment. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 2026 Proxy Statement | 117 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (3) Represents RSUs granted in 2023 which vested in one-third increments on February 28, 2024, 2025 and 2026, subject to continued employment through each vesting date or qualifying termination of employment. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (4) Represents RSUs granted in 2024 which vested or will vest in one-third increments on February 28, 2025, 2026 and 2027, subject to continued employment through each vesting date or qualifying termination of employment. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) Represents RSUs granted in 2025 which vested or will vest in one-third increments on February 28, 2026, 2027 and 2028, subject to continued employment through each vesting date or qualifying termination of employment. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (6) The market value shown in the table was calculated based on the number of RSUs held as of December 31, 2025 multiplied by the closing price per share of Common Stock on December 31, 2025 ($111.82). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (7) Represents two-thirds of the 2024 Performance-Based RSU awards assuming that each one-third of the award achieves the “stretch” level of performance (300% of the target opportunity, assuming maximum application of the relative TSR modifier) with respect to the portions of the award with respect to which performance measures have been established. Vesting of each one-third of these awards is subject to the Committee’s certification of performance measures established and measured on an annual basis during the January 1, 2024 through December 31, 2026 performance period (and is also subject to the liquidity hurdle), with vesting of both tranches occurring on December 31, 2026, subject to continued employment or qualifying termination of employment. Additional details about performance measures for the 2024 Performance-Based RSU awards can be found on page 100 of United’s 2025 proxy statement filed with the SEC on April 10, 2025 (for the first one-third) and under the heading “2025 Performance-Based RSUs” in the CD&A (for the second one-third). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (8) Represents one-third of the 2025 Performance-Based RSU award assuming that the one-third achieves the “stretch” level of performance (200% of the target opportunity) with respect to the portion of the award with respect to which performance measures have been established. Vesting of this award is subject to the Committee’s certification of achievement of performance measures established and measured on an annual basis during the January 1, 2025 through December 31, 2027 performance period (and is also subject to the liquidity hurdle), with vesting occurring on December 31, 2027, subject to continued employment or qualifying termination of employment. Additional details about performance measures for tranche 1 of the 2025 Performance-Based RSU awards can be found under the heading “2025 Performance-Based RSUs” in the CD&A. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (9) Represents the remaining two-thirds of the 2024 Retention LTI Awards assuming that the award achieves the “stretch” level of performance (133% of the target opportunity). Each one-third tranche of the Retention LTI Award vests or vested on July 25, 2025, 2026 and 2027, respectively, based on achievement of pre-established financial measures during each performance period (July 1, 2024 through June 30, 2025 for the first tranche, July 1, 2025 through June 30, 2026 for the second tranche and July 1, 2026 through June 30, 2027 for the third tranche). |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (10) The market value of the unvested Performance-Based RSUs (including the 2024 Retention LTI Awards) shown in the table was calculated based on the number of unvested PBRSUs as of December 31, 2025 that represent the level of performance as reflected in footnotes 7, 8 and 9 to this table, respectively, multiplied by the closing price per share of Common Stock on December 31, 2025 ($111.82). Subject to achievement of the specified performance conditions, the Performance-Based RSUs (including the 2024 Retention LTI Awards) will be settled in shares of Common Stock. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (11) Represents an RSU award granted to Mr. Leskinen on September 25, 2023 in accordance with his promotion to Executive Vice President and Chief Financial Officer. This award vested or will vest in one-third increments on February 28, 2024, 2025 and 2026, subject to continued employment through each vesting date or qualifying termination of employment. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (12) Represents a special stock option award granted to Mr. Hart on June 14, 2017. This award is fully vested. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 118 | 2026 Proxy Statement |
Option Exercises and Stock Vested for 2025
Option Exercises and Stock Vested for 2025 The following table presents information regarding the vesting of RSUs and Performance-Based RSUs during 2025. There were no option exercises by the NEOs during 2025.
Option Exercises and Stock Vested for 2025
| | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($) | | Scott Kirby | 53,419(1) | 5,011,236(1) | | | 49,561(2) | 4,649,317(2) | | | 50,560(3) | 4,743,034(3) | | | 71,347(4) | 6,500,425(4) | | | 76,633(5) | 7,983,626(5) | | | 199,235(6) | 22,278,458(6) | | Michael Leskinen | 1,094(1) | 102,628(1) | | | 838(2) | 78,613(2) | | | 10,579(3) | 992,416(3) | | | 17,836(4) | 1,625,038(4) | | | 3,367(6) | 376,498(6) | | | 24,970(7) | 2,792,145(7) | | | 6,211(8) | 582,654(8) | | Brett Hart | 13,756(1) | 1,290,450(1) | | | 29,972(2) | 2,811,673(2) | | | 31,142(3) | 2,921,431(3) | | | 46,375(4) | 4,225,226(4) | | | 120,486(6) | 13,472,745(6) | | Torbjorn Enqvist | 4,487(1) | 420,925(1) | | | 14,104(2) | 1,323,096(2) | | | 14,508(3) | 1,360,995(3) | | | 24,971(4) | 2,275,108(4) | | | 56,699(6) | 6,340,082(6) | | Andrew Nocella | 14,023(1) | 1,315,498(1) | | | 12,067(2) | 1,132,005(2) | | | 11,848(3) | 1,111,461(3) | | | 21,404(4) | 1,950,118(4) | | | 48,509(6) | 5,424,276(6) | | | 8,546(9) | 819,476(9) |
Option Exercises and Stock Vested for 2025
| (1) Represents the vesting on February 28, 2025 of one-third of the time-vested RSUs granted in 2022 and valued based on the closing price per share of Common Stock on the vesting date ($93.81). |
Option Exercises and Stock Vested for 2025
| (2) Represents the vesting on February 28, 2025 of one-third of the time-vested RSUs granted in 2023 and valued based on the closing price per share of Common Stock on the vesting date ($93.81). |
Option Exercises and Stock Vested for 2025
| (3) Represents the vesting on February 28, 2025 of one-third of the time-vested RSUs granted in 2024 and valued based on the closing price per share of Common Stock on the vesting date ($93.81). |
Option Exercises and Stock Vested for 2025
| 2026 Proxy Statement | 119 |
Option Exercises and Stock Vested for 2025
| (4) Represents the first tranche of the 2024 Retention LTI Awards that vested based on the Company’s achievement with respect to an Adjusted EPS performance metric. Pursuant to the terms of the award agreements, the first tranche of the 2024 Retention LTI Awards were settled in stock following the July 25, 2025 vesting date. The Committee certified performance achieved for the first tranche of the 2024 Retention LTI Awards in July 2025 at 100% of target. The value realized on vesting as shown in the table is based on the closing price per share of Common Stock on the vesting date ($91.11 per share). |
Option Exercises and Stock Vested for 2025
| (5) Represents Mr. Kirby’s Transformation Incentive Award that vested based on the Company’s achievement with respect to a pre-established human capital performance measure. Pursuant to the terms of the award agreement, Mr. Kirby’s award was settled in stock following the September 22, 2025 vesting date. The Committee certified performance achieved for the Transformation Incentive Awards in September 2025 at 132% of target. The value realized on vesting as shown in the table is based on the closing price per share of Common Stock on the vesting date ($104.18 per share). |
Option Exercises and Stock Vested for 2025
| (6) Represents the 2023 Performance-Based RSU awards that vested based on the Company’s achievement with respect to performance measures for each of the three tranches as discussed in the CD&A on page 103. Pursuant to the terms of the award agreements, the 2023 Performance-Based RSU awards were settled in stock in February 2026 upon certification by the Committee of performance achieved (134% of target). The value realized on vesting as shown in the table is based on the closing price per share of Common Stock at the end of the performance period ($111.82 per share on December 31, 2025). |
Option Exercises and Stock Vested for 2025
| (7) Represents Mr. Leskinen’s 2023 promotional PBRSU award that vested 50% based on performance measures established in 2024 and 50% based on performance measures established in 2025, consistent with performance measures and results described in the CD&A on page 104. Pursuant to the terms of the award agreements, Mr. Leskinen’s 2023 promotional PBRSU award was settled in stock in February 2026 upon certification by the Committee of performance achieved (134% of target). The value realized on vesting as shown in the table is based on the closing price per share of Common Stock at the end of the performance period ($111.82 per share on December 31, 2025). |
Option Exercises and Stock Vested for 2025
| (8) Represents the vesting on February 28, 2025 of one-third of the time-vested RSUs granted to Mr. Leskinen in September 2023 and valued based on the closing price per share of Common Stock on the vesting date ($93.81). |
Option Exercises and Stock Vested for 2025
| (9) Represents the vesting on February 21, 2025 of one-third of a special award granted to Mr. Nocella in the form of time-vested RSU awards and valued based on the closing price per share of Common Stock on the vesting date ($95.89). |
Option Exercises and Stock Vested for 2025
| 120 | 2026 Proxy Statement |
2025 Pension Benefits Table
2025 Pension Benefits Table The following table sets forth information as of December 31, 2025 for Mr. Enqvist concerning the present value of his accumulated benefits under the CARP, which was frozen with respect to all management and administrative employees, including officers, as of December 31, 2013.
2025 Pension Benefits Table
| | | | Present Value of | Payments During | | | | Number of Years | Accumulated | Last Fiscal | | | | of Credited Service | Benefit | Year | | Name | Plan Name | (#)(1) | ($)(2) | ($) | | Torbjorn Enqvist | CARP | 17.4 | 269,478 | - |
2025 Pension Benefits Table
| (1) Actual Company service (including Continental service) through December 31, 2013 is shown. |
2025 Pension Benefits Table
| (2) The assumptions used to calculate the present value of accumulated benefits under CARP, including those shown in the 2025 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”, as of each measurement date with three exceptions: pre-retirement mortality; pre-retirement turnover; and the age at which participants are assumed to retire. |
Narrative to Pension Benefits Table
Narrative to Pension Benefits Table
Narrative to Pension Benefits Table
| | Measurement Date | | | | Assumption | 12/31/2023 | 12/31/2024 | 12/31/2025 | | Discount Rate and Lump Sum Interest Rate: | | | | | · CARP | 5.08% | 5.74% | 5.67% | | Lump Sum Election | 100% | 100% | 100% | | Pre-retirement Turnover | None | None | None | | Mortality Assumption: | | | | | · Pre-retirement | None | None | None | | · Lump Sum—CARP | 2025 IRS | 2025 IRS | 2025 IRS | | | 417(e) Table | 417(e) Table | 417(e) Table | | | projected with | projected with | projected with | | | IRS-modified mortality | IRS-modified mortality | IRS-modified mortality | | | improvement scale | improvement scale | improvement scale | | | MP-2021 through the | MP-2021 through the | MP-2021 through the | | | year of | year of | year of | | | commencement | commencement | commencement | | Assumed Retirement Age (earliest unreduced age): | | | | | · CARP | Age 65 | Age 65 | Age 65 | | | (or current age if | (or current age if | (or current age if | | | older) | older) | older) |
Narrative to Pension Benefits Table
CARP. The CARP is a non-contributory, defined benefit pension plan in which substantially all of Continental’s non-pilot domestic employees (including Mr. Enqvist) were entitled to participate. During 2025, the Company did not contribute to the CARP.
Narrative to Pension Benefits Table
| 2026 Proxy Statement | 121 |
Narrative to Pension Benefits Table
Effective December 31, 2013, the Company froze benefit accruals under the CARP for all management and administrative employees, including Mr. Enqvist. Effective January 1, 2014, all management and administrative employees of the Company, including the NEOs, participate in defined contribution plans. In addition, management employees with compensation greater than the tax-qualified plan limit, including 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 employee benefits following the 2010 merger with Continental. The CARP benefit is based on a formula that utilizes final average compensation and service while the participant 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 five consecutive 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. Enqvist is $170,000. The benefit under the CARP is calculated as (A) times (B), where:
Narrative to Pension Benefits Table
| (a) 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 |
Narrative to Pension Benefits Table
| (b) is credited service, limited to 30 years. |
Narrative to Pension Benefits Table
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. Enqvist was eligible for early retirement as of December 31, 2025. The CARP benefit can be received as a single life annuity or an actuarially equivalent contingent annuity with 50%, 66-2∕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 their employment before being eligible for either normal or early retirement.
Narrative to Pension Benefits Table
| 122 | 2026 Proxy Statement |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control This section quantifies and describes the potential payments and benefits that the NEOs may become entitled to upon termination of employment and/or upon a change in control of the Company, assuming that such event had occurred on December 31, 2025. The types and amounts of these potential payments vary depending on the following circumstances: (i) retirement (only Messrs. Enqvist and Hart were eligible as of December 31, 2025) or resignation without “good reason”; (ii) termination due to death or disability; (iii) involuntary termination without “cause” or voluntary termination for “good reason;” and (iv) a change in control. The terms “cause” and “good reason” are defined under the Executive Severance Plan. The term “change in control” is defined the 2021 Plan. The termination benefits described in this section are as provided under the terms of the Company’s Executive Severance Plan and, as applicable, outstanding incentive compensation awards. A table quantifying the estimated payments and benefits for each of the applicable NEOs is set forth below for each of these scenarios. The narrative descriptions and table below do not describe or quantify payments that already were earned or vested as of December 31, 2025, such as each NEO’s accrued but unpaid base salary, accrued but unpaid 2025 STI award, or vested but unpaid LTI awards.
Potential Payments Upon Termination Table
Potential Payments Upon Termination Table
Potential Payments Upon Termination Table
| | | | | | Involuntary | | | | | Resignation | | | Termination | | | | | without Good | | | without Cause | Change in | | | | Reason or | | | or Voluntary | Control With | | | | Retirement | | | Resignation for | Qualifying | | | | (If Eligible) | Death | Disability | Good Reason | Termination | | Name (1) | Type of Payment or Benefit | ($) | ($) | ($) | ($) | ($) | | Scott Kirby | | | | | | | | | Cash Severance | - | - | - | 8,400,000 | 8,400,000 | | | Equity Acceleration(2) | - | 44,147,529 | 44,147,529 | - | 69,656,171 | | | Continuation Coverage Benefits(3) | - | - | - | 56,343 | 56,343 | | | Life Insurance Benefit(4) | - | 3,000,000 | - | - | - | | | Outplacement Services(5) | - | - | - | 25,000 | 25,000 | | | Flight Benefits(6) | 137,714 | - | 137,714 | 137,714 | 137,714 | | Michael Leskinen | | | | | | | | | Cash Severance | - | - | - | 3,600,000 | 3,600,000 | | | Equity Acceleration(2) | - | 9,044,998 | 9,044,998 | - | 14,983,097 | | | Continuation Coverage Benefits(3) | - | - | - | 56,413 | 56,413 | | | Life Insurance Benefit(4) | - | 2,400,000 | - | - | - | | | Outplacement Services(5) | - | - | - | 25,000 | 25,000 | | | Flight Benefits(6) | - | - | - | 144,001 | 144,001 | | Brett Hart | | | | | | | | | Cash Severance | - | - | - | 5,500,000 | 5,500,000 | | | Equity Acceleration(2) | 19,597,934 | 27,152,940 | 27,152,940 | 19,597,934 | 36,332,330 | | | Continuation Coverage Benefits(3) | - | - | - | 102,037 | 102,037 | | | Life Insurance Benefit(4) | - | 3,000,000 | - | - | - | | | Outplacement Services(5) | - | - | - | 25,000 | 25,000 | | | Flight Benefits(6) | 105,524 | - | 105,524 | 105,524 | 105,524 | | Torbjorn Enqvist | | | | | | | | | Cash Severance | - | - | - | 4,224,000 | 4,224,000 | | | Equity Acceleration(2) | 9,227,320 | 12,702,797 | 12,702,797 | 9,227,320 | 20,832,960 | | | Continuation Coverage Benefits(3) | - | - | - | 58,042 | 58,042 | | | Life Insurance Benefit(4) | - | 2,640,000 | - | - | - | | | Outplacement Services(5) | - | - | - | 25,000 | 25,000 | | | Flight Benefits(6) | 44,534 | - | 44,534 | 44,534 | 44,534 | | Andrew Nocella | | | | | | | | | Cash Severance | - | - | - | 3,638,250 | 3,638,250 | | | Equity Acceleration(2) | - | 10,658,514 | 10,658,514 | - | 16,596,324 | | | Continuation Coverage Benefits(3) | - | - | - | 34,609 | 34,609 | | | Life Insurance Benefit(4) | - | 2,425,500 | - | - | - | | | Outplacement Services(5) | - | - | - | 25,000 | 25,000 | | | Flight Benefits(6) | 75,691 | - | 75,691 | 75,691 | 75,691 |
Potential Payments Upon Termination Table
| (1) The payments and benefits set forth in the table above reflect the estimated payments and benefits assuming the applicable triggering event took place on December 31, 2025. |
Potential Payments Upon Termination Table
| (2) The amounts shown in this row reflect the value of outstanding time-vested RSUs and Performance-Based RSUs held by the named executive officers in each of the scenarios listed based on the extent to which the equity award becomes vested as of termination of employment, as described in the narrative above. The value of accelerated vesting of time-vested RSUs, Performance-Based RSUs and Mr. Kirby’s stock options is based on the closing price per share of Common Stock as of December 31, 2025 ($111.82), less, for Mr. Kirby’s stock option, the exercise price, and, for Performance-Based RSUs, assumes achievement of the target level of performance in all scenarios (though as noted in the narrative description above, in the case of a named executive officer’s resignation without good reason or retirement, accelerated vesting would be subject to actual achievement of underlying performance measures). Performance-Based RSUs |
Potential Payments Upon Termination Table
| 126 | 2026 Proxy Statement |
Potential Payments Upon Termination Table
granted in 2023 are not included in the table above, as those awards became vested per their terms on December 31, 2025, subject to the subsequent performance determination.
Potential Payments Upon Termination Table
| (3) The amounts shown in this row for “Involuntary Termination without Cause or Voluntary Resignation for Good Reason" and "Change in Control with Qualifying Termination" reflect expected future present values of continued medical, prescription drug and life insurance coverage. Medical and prescription drug insurance coverage was calculated based on 2026 employer gross costs, including employer contributions to the health savings and health reimbursement accounts less employee contributions based on 2026 coverage elections and using a discount rate of 5.43%. The estimates use a health care cost trend related to the medical and prescription drug benefits (including employer and employee contributions) of 7.00% in 2026 and 2027, grading down to 4.5% in 2037. For Mr. Hart, the amount includes a tax gross-up on the medical and prescription drug benefits pursuant to a historical arrangement with the Company. The value of continued life insurance benefits included in these amounts was calculated using the January 2026 term life insurance cost to the Company of purchasing this coverage. |
Potential Payments Upon Termination Table
| (4) The amounts shown in this row for "Death" include the value of life insurance benefits paid to each named executive officer's beneficiaries, as described in the narrative above. |
Potential Payments Upon Termination Table
| (5) The amounts shown in this row reflect the estimated costs of outplacement services based on our current contracted rates and officer position. |
Potential Payments Upon Termination Table
| (6) The value of lifetime travel privileges included in this row was determined by utilizing the following assumptions: (i) executive and eligible family members and significant others continue to utilize the travel benefit for a period of 20 years following termination; (ii) the level of usage for each year is the same as the actual usage was for the executive and such persons for 2025; and (iii) the incremental cost to the Company for providing travel benefits for each year is the same as the actual incremental cost incurred by the Company for providing travel benefits to the executive and eligible family members and significant others for 2025. Based on these assumptions, the Company determined the value of lifetime travel benefits by calculating the present value of the assumed incremental cost of providing the benefit to the executive and the executive’s eligible family members over a 20-year period using a discount rate of 5.43%. |
Potential Payments Upon Termination Table
| 2026 Proxy Statement | 127 |
2025 CEO Pay Ratio
2025 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Scott Kirby. The CEO pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In complying with the CEO pay ratio disclosure requirements, companies are permitted to use a variety of assumptions and methodologies. As a result, the CEO pay ratio reported by other companies may not be comparable with the ratio reported below since all results are impacted by the nature of each company’s compensation reward structure and employee demographics and the chosen assumptions and methodologies permitted under the SEC rules. Ratio. For the fiscal year that ended December 31, 2025, the estimated median annual total compensation of all employees of the Company (including our consolidated subsidiaries but excluding our CEO) was $96,670 and the 2025 annual total compensation of our CEO, Mr. Kirby, was $32,282,253, as reported in the “Total” column of the 2025 Summary Compensation Table on page 111. Based on the foregoing, the estimated 2025 ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees is estimated to be approximately 334 to 1. Identifying the Median Employee and Calculating Total Compensation. The CEO pay ratio disclosure rules require companies to identify a median employee only once every three years and to calculate total compensation for that median employee each year, provided that there has not been a significant change to the company’s employee population or employee compensation arrangements. We have determined that, since December 31, 2023 (the date used to identify the 2023 median employee), there have not been any changes in the Company’s employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our 2025 CEO pay ratio disclosure. The median employee identified in 2023 remained employed by the Company in 2025; however, the employee’s compensation for the year was no longer representative due to changes in hours worked. Accordingly, as permitted under the CEO pay ratio disclosure rules, we selected another employee whose compensation was substantially similar to that of the originally identified median employee. For purposes of identifying the median employee in 2023, we utilized the dollar amount reported in Box 5 of the 2023 Form W-2 Wage and Tax Statement provided for each U.S. employee on the Company’s payroll as of December 31, 2023. This consistently applied compensation measure was chosen because it is a readily available measure for all U.S. employees and we believe it is a reasonable measure of total annual compensation. For purposes of identifying the median employee as of December 31, 2023, we determined that there were approximately 102,500 active employees, of which approximately 85% were represented by various labor organizations. These employee totals are based on our internal payroll records and include employees of Company subsidiaries. In our process for identifying the 2023 median employee, we also identified a group of alternate median employees with 2023 compensation substantially similar to the original median employee, which facilitated the selection of a substitute median employee when the originally identified employee’s compensation was determined to be anomalous. As of December 31, 2023, approximately 4,700 of our employees were located outside of the United States. Pursuant to the de minimis exemption provided under Item 402(u) of Regulation S-K, because our non-U.S. employees accounted for less than 5% of our total U.S. and non-U.S. employees, a majority of our international employees (except for the those located in the United Kingdom) were excluded from the determination of the median employee. Our Guam employees are included with our U.S. employees for purposes of these calculations. As of December 31, 2023, our international employee locations and the number of excluded employees in each location were as follows: Argentina—130; Aruba—2; Australia—44; Bahamas—2; Belgium—47; Belize—17; Brazil—865; Canada—12; Cayman Islands—1; Chile—9; China—78; Colombia—49; Costa Rica—119; Dominican Republic—82; Ecuador—33; El Salvador—71; France—88; French Polynesia—3; Germany—136; Ghana—4; Greece—1; Guatemala—68; Honduras—51; Hong Kong—72; India—776; Ireland—16; Israel—30; Italy—18; Jamaica—1; Japan—471; Jordan—3; Korea (Republic of)—1; Marshall Islands—26; Mexico—878; Micronesia (Federated States)—82; Netherlands—28; New Zealand—3; Nicaragua—20; Nigeria—4; Palau—32; Panama—60; Peru—40; Philippines—10; Portugal—27; Singapore—26; Saint Maarten—1; South Korea—1; South Africa—8; Spain—30; Sweden—1; Switzerland—12; Taiwan—96; Trinidad/Tobago—4; and United Arab Emirates—6. After taking into account the de minimis exemption, approximately 97,800 employees in the United States and the United Kingdom were considered for identifying the median employee.
2025 CEO Pay Ratio
| 128 | 2026 Proxy Statement |
Pay Versus Performance
Pay Versus Performance This section provides another view of the compensation provided to our NEOs in comparison to certain performance metrics.
Pay Versus Performance
| Pay Versus Performance | | | | | | | | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based On:(4) | | | | | | | | Average | | | | | | | | Summary | | Summary | Average | | | Net | | | | Compensation | | Compensation | Compensation | | Peer Group | Income | Absolute | | | Table | Compensation | Table Total | Actually Paid | Total | Total | (Loss) | Adjusted | | | Total for | Actually | for Non-PEO | to Non-PEO | Shareholder | Shareholder | (in | Earnings (Loss) | | | PEO | Paid to PEO | NEOs | NEOs | Return | Return | millions) | Per Share | | Year(1) | ($)(2) | ($)(3) | ($)(2) | ($)(3) | ($) | ($)(5) | ($) | ($)(6) | | 2025 | 32,282,253 | 45,643,992 | 11,950,030 | 16,789,892 | 258.54 | 87.62 | 3,353 | 10.62 | | 2024 | 33,924,988 | 96,724,681 | 14,012,053 | 30,524,710 | 224.51 | 82.68 | 3,149 | 10.61 | | 2023 | 18,573,299 | 23,055,816 | 7,471,150 | 8,328,720 | 95.40 | 82.72 | 2,618 | 10.05 | | 2022 | 9,796,602 | 9,915,781 | 2,942,377 | 3,414,487 | 87.17 | 63.99 | 737 | 2.52 | | 2021 | 9,845,064 | 11,099,444 | 3,220,759 | 4,011,244 | 101.23 | 98.25 | (1,964) | (13.94) |
Pay Versus Performance
| (1) The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows: |
Pay Versus Performance
2025: Scott Kirby served as the Company's PEO and the Company's other NEOs were: Michael Leskinen, Brett Hart, Torbjorn Enqvist and Andrew Nocella. 2024: Scott Kirby served as the Company's PEO and the Company's other NEOs were: Michael Leskinen, Brett Hart, Torbjorn Enqvist and Andrew Nocella. 2023: Scott Kirby served as the Company's PEO and the Company's other NEOs were: Michael Leskinen, Brett Hart, Torbjorn Enqvist, Linda Jojo, Gerald Laderman and Gregory Hart. 2022: Scott Kirby served as the Company’s PEO and the Company’s other NEOs were: Brett Hart, Gregory Hart, Gerald Laderman and Linda Jojo. 2021: Scott Kirby served as the Company’s PEO and the Company’s other NEOs were: Brett Hart, Gerald Laderman, Linda Jojo and Andrew Nocella.
Pay Versus Performance
| (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Kirby and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s non-PEO NEOs for the applicable year. |
Pay Versus Performance
| (3) To calculate the compensation actually paid (“CAP”) as required under SEC disclosure rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for each person who served as PEO during the covered period and for the average of the non-PEO NEOs is set forth following the footnotes to this table. |
Pay Versus Performance
| (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020. Historic stock price performance is not necessarily indicative of future stock price performance. |
Pay Versus Performance
| (5) The TSR Peer Group consists of the NYSE Arca Airline Index, an independently prepared index that includes companies in the airline industry and which is used for the stock performance graph in the Company’s 2025 Annual Report on Form 10-K. |
Pay Versus Performance
| (6) The Committee selected absolute Adjusted EPS as its Company-Selected Measure, because, in the Company’s assessment, it represents the most important financial performance measure used by the Company to link compensation actually paid to the NEOs for 2025 to Company performance. Adjusted EPS is a measure that is not calculated in accordance with GAAP. Please refer to Appendix A for additional information and a reconciliation of Adjusted EPS to the most directly comparable GAAP financial measure. |
Pay Versus Performance
| 2026 Proxy Statement | 129 |