DEF 14A of American Airlines Group Inc., Apr 28, 2025

DEF 14A of American Airlines Group Inc.

Filed Apr 28, 2025 · FY20240001193125-25-100798

Open on EDGAR

  1. 2025 Director Nominees (Proposal 1)

    2025 Director Nominees (Proposal 1) Our director nominees have demonstrated their commitment to diligently execute their fiduciary duties on behalf of our stockholders, and we recommend that our stockholders elect each of the nominees shown in the chart below at the Annual Meeting.

  2. 2025 Director Nominees (Proposal 1)

    | Name | Age | Director Since | Principal Occupation | Independent | AC | CC | CGPRC | FC | SC | | Adriane M. Brown | 66 | 2021 | Managing Partner at Flying Fish Partners; former President and Chief Operating Officer at Intellectual Ventures; former President and Chief Executive Officer of Honeywell Transportation Systems | ✓ | | | M | | C | | John T. Cahill | 67 | 2013 | Vice Chairman of The Kraft Heinz Company; former Chairman and Chief Executive Officer of Kraft Foods Group; former Chief Executive Officer of The Pepsi Bottling Group | ✓ | M | | | M | | | Kathryn Farmer | 55 | 2025* | President and Chief Executive Officer of BNSF Railway | ✓ | | | | | | | Matthew J. Hart | 73 | 2013 | Former President and Chief Operating Officer of Hilton Hotels; former Chief Financial Officer of Hilton Hotels | ✓ | C | | | | M | | Robert D. Isom CEO and President | 61 | 2022 | Chief Executive Officer and President of American Airlines Group Inc. and American Airlines, Inc. | ✖ | | | | | | | Susan D. Kronick | 73 | 2015 | Former Operating Partner at Marvin Traub Associates; former Vice Chairman of Macy’s | ✓ | | | M | | M | | Martin H. Nesbitt | 62 | 2015 | Co-Chief Executive Officer of The Vistria Group; former President and Chief Executive Officer of TPS Parking Management | ✓ | M | | C | | | | Denise M. O’Leary | 67 | 2013 | Private venture capital investor; former General Partner at Menlo Ventures | ✓ | | C | | M | | | Vicente Reynal | 50 | 2022 | Chairman, President, and Chief Executive Officer of Ingersoll Rand | ✓ | | M | M | | | | Gregory D. Smith Independent Chairman | 58 | 2022 | Co-Founder and Chief Executive Officer of G2 Equity Partners; former Executive Vice President and Chief Financial Officer of The Boeing Company | ✓ | | | | | | | Douglas M. Steenland | 73 | 2020 | Senior Advisor to The Blackstone Group; former President and Chief Executive Officer of Northwest Airlines Corporation | ✓ | | M | | C | | | Howard Ungerleider | 56 | 2024 | Operating advisor to Clayton, Dubilier & Rice; former President and Chief Financial Officer of Dow Inc. | ✓ | M | M | | | |

  3. 2025 Director Nominees (Proposal 1)

    | *Kathryn Farmer will become a director if elected at the Annual Meeting and is expected to replace Michael J. Embler as a member of the Finance and Safety Committees. Mr. Embler will retire at the Annual Meeting. | | | AC = Audit Committee | FC = Finance Committee | | CC = Compensation Committee | M = Member | | CGPRC = Corporate Governance and Public Responsibility Committee SC = Safety Committee | C = Committee Chair |

  4. 2025 Director Nominees (Proposal 1)

    | The Board unanimously recommends that the stockholders vote “FOR” each of the nominees shown in the chart above. |

  5. 2025 Director Nominees (Proposal 1)

    | iv | |

  6. Advisory Approval of Executive Compensation (Proposal 3)

    Advisory Approval of Executive Compensation (Proposal 3) Our executive compensation program is heavily performance-based and directly linked with our established goals of safety, delivering record operational results, focusing on our profitability and efficiency, continuing to close our margin gap with our largest competitors and highlighting our customer experience commitments. Our 2024 long-term incentive program (“LTIP”) incorporated both performance- and time-vesting components, with half of the target value consisting of the performance-vesting component. The performance-vesting component is tied to attainment of relative earnings before net interest and other nonoperating expenses, taxes, depreciation, amortization and aircraft rent (“EBITDAR”) versus our industry peers, which continues our focus on our margin gap in comparison to the other network carriers, and our net promoter score, which allows us to measure and focus on our long-term customer strategy. The performance-vesting component of the 2024 LTIP will be earned, if at all, following the completion of a three-year performance period. The 2024 performance-based short-term incentive program (“STIP”) was designed to align management with our goals of safety, profitability, efficiency and operational reliability while building on our momentum on team member engagement. We remain intently focused on profitability, efficiency and operational reliability, and the footprint of these areas comprised 95% of the STIP.

  7. Advisory Approval of Executive Compensation (Proposal 3)

    | What We Do | What We Do NOT Do | | ✓ 91% of CEO’s 2024 Annual Target Compensation is At-Risk and 74% is in the form of Long-term Equity Incentives that foster alignment with stockholders. ✓ Link Pay to Performance with performance goals tied to improving the reliability, profitability and accountability of our operations to create long-term stockholder value. ✓ Performance-Based Long-term Equity Incentives form 50% of our Named Executive Officers (“NEOs”) Equity Incentives and have a Three-year Performance Period to promote long-term focus. ✓ Independent Compensation Consultant that is directly engaged by the Compensation Committee to advise on executive and director compensation matters. ✓ Robust Stock Ownership Guidelines that align our executive officers’ long-term interests with those of our stockholders. ✓ Annual Compensation Risk Assessment to identify any elements of our compensation program design or oversight processes that carry elevated levels of adverse risk. ✓ Minimum Vesting Requirements. Subject to limited exceptions, no awards granted under our equity plan may vest until the first anniversary of the date of grant. ✓ Clawback Policy that mandates recoupment of erroneously awarded incentive compensation to executive officers on accounting restatement consistent with SEC and Nasdaq requirements and goes beyond by providing the Compensation Committee with discretion to recover additional compensation paid under the Company’s STIP, LTIP and other equity incentive awards based on circumstances. ✓ Extensive Stockholder Engagement to solicit investor feedback on our compensation program. | ✖ No Guaranteed Bonuses. Our executive officers’ bonuses are 100% performance-based. ✖ No Active Executive Retirement Plans. We do not maintain any active executive-only or supplemental retirement plans. ✖ No Hedging or Pledging of our Stock. We prohibit our executive officers from engaging in hedging transactions or using our stock as collateral for loans. ✖ No Excise Tax Gross-Ups. We do not provide gross ups on excise taxes in connection with a change in control. ✖ No Excessive Perquisites. Perquisites and other personal benefits are in line with industry standards. ✖ No Payouts of Dividends on Unvested Awards. Unless and until an award’s vesting conditions are satisfied, no dividends or dividend equivalents accrued on the award are paid. ✖ No Repricing of Awards Without Stockholder Approval. Under our equity plan, awards may not be repriced without stockholder approval if the effect would be to reduce the exercise price for the shares underlying the award. |

  8. Election of Directors

    Election of Directors Upon the recommendation of the CGPR Committee, the Board has nominated the 12 director candidates listed below under the section “Director Nominees.” 11 of the 12 nominees are currently directors of the Company. Mr. Embler, a current director, is not standing for reelection at the Annual Meeting. The authorized number of directors is currently set at 12 and the Board currently consists of 12 members. If elected as a director at the Annual Meeting, each of the nominees will serve a one-year term expiring at the 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified. Each of the nominees has consented to serve as a director, if elected.

  9. Election of Directors

    | The Board unanimously recommends that the stockholders vote “FOR” the proposal to elect each director of the Company listed below under the section “Director Nominees” for a one-year term expiring at the 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified. |

  10. Election of Directors

    | 6 | |

  11. Director Nominees

    Director Nominees Information regarding our director nominees, including their qualifications and principal occupations, as well as the key experience and qualifications that led the Board to conclude each nominee should serve as a director, is provided below. The categories of key skills are: There are no family relationships among the directors and our executive officers.

  12. Director Nominees

    | Independent Director: Since 2021 Committees: Safety (Chair) Corporate Governance and Public Responsibility Key Skills and Experience: Education: • BS, Environmental Health, Old Dominion University • MS, Management, MliT • PhD, Humane Letters, Old Dominion University | Adriane M. Brown Ms. Brown is an experienced executive with extensive background across the technology and industrial sectors, with special focus on safety management systems, safety regulations and risk management. She also brings extensive public company board experience and valuable insights into operational excellence, business development, strategy and innovation. As a venture capital investor, Ms. Brown contributes to the Board her deep expertise in capital markets, strategic investment and growth opportunities. Career Highlights: Flying Fish Partners—a technology-based venture capital firm • Managing Partner (2018-Present) Intellectual Ventures—a private equity firm • President and Chief Operating Officer (2010-2017) Honeywell (NASDAQ: HON)—a global technology and manufacturing company • Senior Vice President, Energy Strategy (2009) • President and Chief Executive Officer, Transportation Systems (2005-2009) • Vice President and General Manager, Engine Systems and Accessories (2001-2005) • Vice President and General Manager, Aircraft Wheels and Brakes (1999-2001) Other Current Public Company Directorships: • KKR & Co. Inc. (NYSE: KKR) (2021-Present) • Axon Enterprise, Inc. (NASDAQ: AXON) (2020-Present) • eBay Inc. (NASDAQ: EBAY) (2017-Present) Past Public Company Directorships: • Allergan plc (NYSE: AGN) (acquired by AbbVie in 2020) (2017-2020) • Raytheon Company (NYSE: RTX) (2018-2020) • Harman International Industries, Inc. (independent subsidiary of Samsung Electronics since 2017) (2013-2017) Notable Affiliations: • Board Member, International Women’s Forum |

  13. Director Nominees

    | | 7 |

  14. Director Nominees

    | Independent Director: Since 2013 Board Committees: Audit Finance Key Skills and Experience: Education: • BA, Economics, Harvard University • MBA, Harvard University | John T. Cahill Mr. Cahill is an accomplished executive with extensive experience in the financial and consumer goods industries. He has a successful track record of leading global companies, leveraging his expertise to identify and capitalize on opportunities for brand building, operational excellence, innovation and stockholder value growth. Mr. Cahill’s service on public company boards further enhances his ability to contribute to the Board his valuable strategic perspective on corporate governance practices, consumer trends and business development initiatives. Career Highlights: The Kraft Heinz Company (NASDAQ: KHC)—a multinational food company • Vice Chairman (2015-Present) • Chairman and Chief Executive Officer of Kraft Foods Group Inc. until merger with H.J. Heinz Company (2014-2015) Ripplewood Holdings—an American private equity firm • Industrial Partner (2008-2011) Pepsi Bottling Group, Inc.—a manufacturer and distributor of beverage products (acquired by PepsiCo in 2010) • Chief Executive Officer (2001-2006) • Chairman (2002-2007) Other Current Public Company Directorships: • Autodesk Inc. (NASDAQ: ADSK) (2024-Present) • Kraft Heinz Co. (NASDAQ: KHC) (2015-Present) • Colgate-Palmolive Company (NYSE: CL) (2005-Present) Past Public Company Directorships: • The Kraft Foods Group (NASDAQ: KHC) (2012-2015) • Legg Mason, Inc. (NYSE: LM) (2009-2014) • The Pepsi Bottling Group, Inc. (NYSE: PBG) (acquired by PepsiCo in 2010) (1999-2007) • Frontier Group Holdings, Inc. (NASDAQ: ULCC) (1984-1985) |

  15. Director Nominees

    | Independent Director Nominee Key Skills and Experience: Education: • BBA, Texas Christian University • MBA, Texas Christian University | Kathryn Farmer Ms. Farmer is a seasoned executive with over 30 years of railroading and transportation experience. She serves as President and Chief Executive Officer of BNSF Railway, responsible for overseeing the entire company and its operations. Over her career she has held a variety of positions, including in sales and marketing, finance, and network operations. Ms. Farmer has extensive leadership and operations experience, railway and transportation industry expertise, as well as capacity planning, products sales, and safety and governance experience. Career Highlights: BNSF Railway—the largest freight railroad in the United States • President and Chief Executive Officer (2021-Present) • Chief Operations Officer (2018-2021) Notable Affiliations: • Board Member, Fort Worth Economic Development Partnership • Board of Trustees, Texas Christian University • Board Member, American Heart Association SouthWest Region |

  16. Director Nominees

    | 8 | |

  17. Director Nominees

    | Independent Director: Since 2013 Board Committees: Audit (Chair) Safety Key Skills and Experience: Education: • BA, Economics, Sociology, Vanderbilt University • MBA, Columbia University | Matthew J. Hart Mr. Hart brings extensive financial and operational leadership experience with expertise in global market expansion, operational safety, financial reporting and corporate governance. Having served on numerous public company boards and overseen large-scale international operations focused on delivering exceptional experiences in the hospitality and travel industries, Mr. Hart provides valuable insights into financial strategy, capital markets and risk management. Career Highlights: Hilton Hotels Corporation (NYSE: HLT)—a global hospitality company • President and Chief Operating Officer (2004-2007) • Executive Vice President and Chief Financial Officer (1996-2004) Walt Disney Company (NYSE: DIS)—a multinational media and entertainment conglomerate • Senior Vice President and Treasurer (1995-1996) Current Public Company Directorships: • AMH (formerly American Homes 4 Rent) (NYSE: AMH) (2012-Present) • Air Lease Corporation (NYSE: AL) (2010-Present) Past Public Company Directorships: • B. Riley Financial, Inc. (NASDAQ: RILY) (2009-2015) • US Airways Group, Inc. (NYSE: LCC) (merged with American Airlines in 2013) (2006-2013) • Kilroy Realty Corporation (NYSE: KRC) (1997-2008) • America West Holdings Corporation (NYSE: AWA) (merged with US Airways Group, Inc. in 2005) (2004-2005) Notable Affiliations: • Board Member, Heal the Bay • Board Member, Conrad Hilton Foundation |

  18. Director Nominees

    | | 9 |

  19. Director Nominees

    | Chief Executive Officer and President Director: Since 2022 Key Skills and Experience: Education • BS, Mechanical Engineering, BA, English, Notre Dame • MBA, University of Michigan | Robert D. Isom Mr. Isom is a seasoned aviation industry executive, with more than two decades of leadership experience at American Airlines and its legacy company brand. His deep expertise in finance, commercial strategy and operations provides crucial insights to Board discussions on stockholder value creation initiatives. During Mr. Isom’s tenure as CEO and President, he has implemented strategies that have consistently improved the Company’s financial performance, including generating record full-year revenue of $54.2 billion in 2024. He has led the Company’s work to enhance its operational reliability, build a stronger global network, improve its fleet utilization and strengthen its balance sheet. Under Mr. Isom’s leadership, American has finalized new collective bargaining agreements with all of its major represented workgroups. Additionally, his strategic vision has led to advancements in the airline’s safety culture, resulting in the Company’s recognition as one of the top 25 safest airlines in 2024. Career Highlights: American Airlines Group and American Airlines (NASDAQ: AAL)—a leading global airline • Chief Executive Officer (2022-Present) • President (2016-Present) • Executive Vice President and Chief Operating Officer (2013-2016) US Airways Group, Inc. and US Airways, Inc.—legacy international airline that merged with American Airlines in 2013 • Executive Vice President and Chief Operating Officer (2007-2013) Past Public Company Directorships: • Pinnacle Airline Corporation (NYSE: PNCL) (became wholly owned subsidiary of Delta Air Lines in 2013) (2003-2005) Notable Affiliations: • Vice Chair, Airlines for America • Chairman of the Governing Board, oneworld Alliance • Board of Governors Member, International Air Transport Association • Member, Airlink Governor’s Council • Board Member, Fort Worth Economic Development Partnership • Board Member (Civic Committee), Commercial Club of Chicago |

  20. Director Nominees

    | 10 | |

  21. Director Nominees

    | Independent Director: Since 2015 Board Committees: Corporate Governance and Public Responsibility Safety Key Skills and Experience: Education: • BA, Asian Studies, Connecticut College | Susan D. Kronick Ms. Kronick brings deep financial, marketing and operational expertise to the Board. With over three decades of experience in the retail industry and extensive consumer-focused service, she provides deep insights on delivering customer excellence and engagement. Her board experience with leading public companies strengthens the Board’s oversight of corporate governance, brand positioning and stockholder value creation. Career Highlights: Marvin Traub Associates—a New York based retail consulting firm • Operating Partner (2012-2022) Macy’s Inc. (NYSE: M)—a leading department stores company • Vice Chairman (2003-2010) • Group President, Macy’s Regional Department Stores (2001-2003) • Chairman and Chief Executive Officer, Macy’s Florida (1997-2001) Current Public Company Directorships: • Hyatt Hotels Corporation (NYSE: H), (2009-Present) Past Public Company Directorships: • The Pepsi Bottling Group, Inc. (NYSE: PBG) (acquired by PepsiCo in 2010) (1999-2010) Notable Affiliations: • Board Member, Miami City Ballet |

  22. Director Nominees

    | Independent Director: 2015 Board Committees: Corporate Governance and Public Responsibility (Chair) Audit Key Skills and Experience: Education: • BA, Economics and Accounting, Albion College • MBA, Finance, University of Chicago | Marty Nesbitt Mr. Nesbitt brings decades of innovative leadership and a successful track record of value creation-driven investments to the Board. His proven operational, financial and investment strategies, as well as his more than 16 years of global public company board experience, bolsters the Board’s oversight of American’s value-creating initiatives and growth strategy. Career Highlights: The Vistria Group, LLC—a private-equity investment firm • Co-Chief Executive Officer (2013-Present) TPS Parking Management LLC—an owner and operator of off-airport parking facilities • President and Chief Executive Officer (1996-2012) Current Public Company Directorships: • Chewy, Inc. (NYSE: CHWY) (2020-Present) Past Public Company Directorships: • CenterPoint Energy Inc (NYSE: CNP) (2018-2024) • Jones Lang LaSalle Incorporated (NYSE: JLL) (2011-2021) • Norfolk Southern Corporation (NYSE: NSC) (2013-2018) • Pebblebrook Hotel Trust (NYSE: PEB) (2009-2010) Notable Affiliations: • Trustee, Chicago’s Museum of Contemporary Art • Chairman, The Barack Obama Foundation |

  23. Director Nominees

    | | 11 |

  24. Director Nominees

    | Independent Director: Since 2013 Board Committees: Compensation (Chair) Finance Key Skills and Experience: Education: • BS, Industrial Engineering, Stanford University • MBA, Harvard University | Denise O’Leary Ms. O’Leary brings four decades of investment industry and financial leadership to the Board. Her career as both an experienced investor and seasoned public company director, which includes holding numerous significant Board leadership roles, contributes a critical perspective to discussions on American’s corporate governance, investment strategies, financial risks, compliance and audit matters and human capital strategies. Career Highlights: Menlo Ventures—a venture capital firm • Partner (1987-1996) Past Public Company Directorships: • Medtronic plc (NYSE: MDT) (2000-2024) • Calpine Corporation (NYSE: CPN) (2009-2018) • US Airways Group, Inc. (NYSE: LCC) (merged with American Airlines in 2013) (2005-2013) • Chiron Corporation (NASDAQ: CHIR) (acquired by Novartis in 2006) (2002-2006) • America West Holdings Corporation (NYSE: AWA) (merged with US Airways Group, Inc. in 2005) (1998-2005) • Del Monte Foods, Inc (NYSE: FDP) (1997-2002) • Alza Corporation (NYSE: AZA) (acquired by Johnson & Johnson in 2001) (1996-2001) Notable Affiliations: • Chair Emerita of the Board of Trustees, University of Denver • Citizen Regent, Board of Regents, Smithsonian Institution |

  25. Director Nominees

    | 12 | |

  26. Director Nominees

    | Independent Director: Since 2022 Board Committees: Corporate Governance and Public Responsibility Compensation Key Skills and Experience: Education: • BS, Mechanical Engineering, Georgia Institute of Technology • MS, Mechanical Engineering, MIT • MS, Technology & Policy, MIT | Vicente Reynal Mr. Reynal contributes significant global leadership and operational experience, including expertise in corporate transactions, customer service and brand loyalty strategies. He oversaw growth and profitability leading to the IPO of Gardner Denver in 2017 and its subsequent acquisition by Ingersoll Rand, delivering significant stockholder value. His deep insights into transformative growth strategies inform the Board’s discussions focused on growth initiatives and risk oversight. Career Highlights: Ingersoll Rand Inc. (NYSE: IR)—a global manufacturing technology company • Chairman, President and Chief Executive Officer (2020-Present) Gardner Denver Inc. (NYSE: GDI)—an industrial manufacturing company (merged with Ingersoll Rand in 2020) • Chief Executive Officer and President (2017-2020) • Chief Executive Officer and President, Industrials (2015-2016) Danaher Corporation (NYSE: DHR)—a global life science and manufacturing company • Group President, Dental Technologies (2014-2015) • President, Ormco (2011-2013) • President, Pelton & Crane, KaVo and Dental Platform Special Markets (2007-2011) • Vice President, Global Operations (2004-2007) Thermo Fisher Scientific (NYSE: TMO)—a life sciences and scientific instruments company • Vice President, Global Operations and Supply Chain (2002-2004) Allied Signal Aerospace (Honeywell Aero today) • Business Unit Manager (Engine Repair and Overhaul) (1998-2002) Current Public Company Directorships: • Ingersoll Rand Inc. (NYSE: IR) (2020-Present) Past Public Company Directorships: • Gardner Denver Inc. (NYSE: IR) (2017-2020) Notable Affiliations: • Board Member, Ownership Works • Board Member, American Heart Association |

  27. Director Nominees

    | | 13 |

  28. Director Nominees

    | Independent Chairman of the Board Independent Director: Since 2022 Key Skills and Experience: Education: • BS, Business, Kennedy Western University • Executive Education, Harvard University • Executive Education, Wharton Business School | Gregory D. Smith Mr. Smith brings three decades of global aerospace experience to the Board, having held leadership roles at prominent aviation and defense companies. He has a demonstrated track record of driving operational excellence across manufacturing, operations, supply chain and quality programs management. He also contributes to the Board his extensive expertise in financial strategy, risk management, information technology and regulatory affairs for complex, capital-intensive industries. Career Highlights: G2 Equity Partners—an aerospace and defense private equity firm • Co-Founder and Chief Executive Officer (2024-Present) The Boeing Company (NYSE: BA)—a global aerospace company • Chief Financial Officer and Executive Vice President of Enterprise Operations (2020-2021) • Chief Financial Officer (2011-2020) • Interim Chief Executive Officer (2019-2020) • Vice President, Finance and Corporate Controller (2010-2012) • Vice President of Financial Planning and Analysis (2008-2010) Raytheon Company (NYSE: RTX)—an aerospace and defense company • Vice President, Investor Relations (2004-2008) Current Public Company Directorships: • Intel Corporation (NASDAQ: INTC) (2017-Present) Notable Affiliations: • Board Member, Lurie Children’s Hospital Foundation • Board Member, Northwestern Memorial Healthcare • Board Member, Sierra Space Corporation • Board Member, Sugar23 |

  29. Director Nominees

    | 14 | |

  30. Director Nominees

    | Independent Director: Since 2020 Board Committees: Finance (Chair) Compensation Key Skills and Experience: Education • BA, History, Calvin College • JD, The George Washington University Law School | Doug Steenland Mr. Steenland brings extensive airline leadership experience and a deep understanding of finance, safety and regulatory affairs to the Board. His executive tenure leading an airline, combined with his recent career in asset management advisory, bolsters the Board’s oversight of strategic initiatives in the context of variable industry considerations and evolving market risks. Career Highlights: The Blackstone Group L.P. (NYSE: BX)—the world’s largest alternative asset manager • Senior Advisor (2009-Present) Northwest Airlines Corporation—formerly one of the world’s largest airlines • Chief Executive Officer (2004-2008) • President (2001-2004) Verner Liipfert et al—law firm (merged with DLA Piper in 2002, now DLA Piper LLP) • Senior Partner (1984-1991) Current Public Company Directorships: • Hilton Worldwide Holdings, Inc. (NYSE: HLT), (2010-Present), Audit (Chair) Past Public Company Directorships: • American International Group, Inc. (NYSE: AIG) (2009-2023) • London Stock Exchange Group (LSEG.L) (2021-2023) • Performance Food Group (NYSE: PFGC) (2012-2019) • Travelport LLC (2012-2019) Notable Affiliations: Board of Trustees, Brookings Institute Board Member, Middle East Investment Initiative |

  31. Director Nominees

    | | 15 |

  32. Director Nominees

    | Independent Director: Since 2024 Board Committees: Audit Compensation Key Skills and Experience: Education • BBA, Marketing, University of Texas at Austin • MBA, University of California, Los Angeles | Howard Ungerleider Mr. Ungerleider brings over three decades of global business and financial leadership, including his prior service as President and Chief Financial Officer of a Fortune 100 company. He contributes to the Board’s oversight his expertise in finance and financial reporting, mergers and acquisitions, P&L management, investor relations and successful, transformative strategies, with a focus on digital innovation. Career Highlights: Clayton, Dubilier & Rice—a private equity firm • Operating Advisor (2024-Present) Dow Inc. (NYSE: DOW)—a global materials science company • President and Chief Financial Officer (2019-2023) • Chief Financial Officer, DowDuPont (2017-2019) • Vice Chairman and Chief Financial Officer (2014-2017) • Executive Vice President, Advanced Materials (2012-2014) Current Public Company Directorships: • Kyndryl Holdings Inc (NYSE: KD) (2021-Present) Notable Affiliations: • Board Member, Shintech • Board Member, Ravago • Board Member, Michigan Baseball Foundation • Board Member, Gerstacker Foundation |

  33. Director Nominees

    | 16 | |

  34. Director Nominees

    BOARD COMPOSITION

  35. How We Build a Board that is Right for American Airlines

    How We Build a Board that is Right for American Airlines Of the 12 nominees for director recommended for election at the Annual Meeting, 11 nominees are current members of the Board. The effectiveness of the Board and the recruitment of directors are overseen by the CGPR Committee. In evaluating candidates for director, the CGPR Committee considers the qualifications described below. Based on its evaluation of each of the current nominees’ qualifications and with respect to incumbent directors, his or her prior performance as a director, the CGPR Committee determined to recommend each nominee for election. The CGPR Committee received no nominations from stockholders for the Annual Meeting. Consistent with its charter, the CGPR Committee proposes for nomination of existing directors and new candidates who have the highest personal and professional integrity, have demonstrated exceptional judgment, have proven leadership skills, as well as the requisite skills necessary to advance our long-term strategic plan, are committed to our success and have the ability to work effectively with the Company’s Chief Executive Officer and other members of the Board. Also, a nominee must possess skills, experience and expertise appropriate to best serve the long-term financial interests of our stockholders. The Governance Guidelines specify that it is the objective of the Board that it be composed of individuals who have, among other things, the skills, expertise and perspectives appropriate for the business and operation of the Company and serving the long-term interests of our stockholders. The Board currently includes a group of individuals who have demonstrated success and leadership in a variety of fields and endeavors, with a broad range of experience, opinions, perspectives, professions, skills, expertise, education, geographic representation and backgrounds. The CGPR Committee and the Board believe that the Board is, and should continue to be, comprised of persons who can contribute experience in public company board service and corporate governance and areas such as strategic planning, leadership of large, complex organizations, international and global operations, the airline, travel and transportation industries, finance, accounting, investment, risk management, customer service, marketing and consumer products, labor relations and human resources (including leadership assessment and managing a global workforce), safety, information technology, and sustainability. The CGPR Committee does not assign specific weight to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. The Governance Guidelines also require that any directors who also serve as chief executive officers of public companies should not serve on more than two boards of public companies other than the Company’s Board, and other directors should not serve on more than four boards of public companies, other than the Company’s Board. In accordance with applicable listing standards of The Nasdaq Stock Market (“Nasdaq”), the Board confirms that at least a majority of the Board is independent in accordance with the Nasdaq definition of independence and that the members of the Board, as a group, maintain the requisite qualifications under applicable Nasdaq listing standards for service on the Audit, Compensation and CGPR Committees.

  36. Board Refreshment and Succession Planning

    Board Refreshment and Succession Planning The Board believes that thoughtful refreshment of the members of the Board is important to ensure that the Board continues to meet the changing needs of the Company and that new viewpoints and perspectives are regularly considered. The Board is committed to Board refreshment, while recognizing the need for continuity and institutional insight of incumbent directors, and both the Board and CGPR Committee regularly evaluate the composition of the Board and its committees in an effort to develop a long-term succession plan for the Board and its leadership. The Board has delegated to the CGPR Committee, in consultation with the Chairman of the Board and the CEO, the primary responsibility for identifying, evaluating, reviewing and recommending qualified director candidates to the entire Board, and the primary responsibility for evaluating, reviewing and recommending the incumbent directors for nomination for reelection to the Board. To facilitate the Board’s succession planning process, the Governance Guidelines state that non-management directors may not serve for more than 15 years in that capacity unless the Board, upon the recommendation of the CGPR Committee, determines that continued service by a director would be in the best interests of the Company. The Governance Guidelines also state that the Board has adopted a mandatory retirement age for all

  37. Board Refreshment and Succession Planning

    | | 17 |

  38. Board Refreshment and Succession Planning

    non-employee directors so that no non-employee director will be nominated to stand for reelection to the Board after attaining age 75. The active work of our CGPR Committee to add engaged and dynamic leaders to our Board has resulted in five of our 10 incumbent independent director nominees having joined our Board in or following 2020: Doug Steenland (2020), Adriane Brown (2021), Greg Smith (2022), Vicente Reynal (2022), and Howard Ungerleider (2024). With the expected addition of Ms. Farmer, and the retirement of Mr. Embler, the average tenure of our director nominees is 5.6 years, with six of our eleven independent director nominees joining our Board in or following 2020, representing 55% of our independent director nominees. Additional biographical information on each nominee is set out above beginning on page 7. Effective April 30, 2023, Greg Smith began to serve as the Company’s Independent Chairman. By separating the roles of Chairman and CEO, our CEO is able to continue to focus on executing on our strategy and operations, and our Independent Chairman can devote time and attention to matters of Board oversight and governance. The CGPR Committee and the Board also reviews Committee assignments on at least an annual basis to help ensure that fresh viewpoints and perspectives are regularly considered on each Committee while also providing the Committees with continuity of operations in order to maintain the effectiveness of the Committees. If elected at the Annual Meeting, Doug Steenland will become Chair of the Compensation Committee and Vicente Reynal will replace Denise O’Leary as a member of the Finance Committee and also chair the Finance Committee. Denise O’Leary will replace Vicente Reynal as a member of the CGPR Committee, and Kathryn Farmer will replace Mike Embler as a member of the Finance Committee and the Safety Committee.

  39. Board Composition and Tenure

    Board Composition and Tenure The CGPR Committee recognizes the benefits of a variety of backgrounds and perspectives in the boardroom, including better reflecting our varied customer and team member base and the healthy debate that stems from different viewpoints. The Board also believes that directors develop an understanding of the Company and an ability to work effectively as a group over time that provides significant value, and therefore a significant degree of continuity year-over-year should be expected. Accordingly, our Board is comprised of directors from different backgrounds with varied tenures. 25% of our Board members have self-identified as ethnically diverse. The demographic information presented below is as of the date of this Proxy Statement and is based on voluntary self-identification by each nominee. Additional biographical information on each nominee is set out above beginning on page 7.

  40. DIRECTOR NOMINEE COMPOSITION FOR ROBUST OVERSIGHT

    DIRECTOR NOMINEE COMPOSITION FOR ROBUST OVERSIGHT

  41. The Board’s Statement in Opposition

    | ** Mr. Embler is not standing for reelection at the Annual Meeting. |

  42. The Board’s Statement in Opposition

    | (1) Beneficial ownership as reported in the table has been determined in accordance with SEC rules and regulations and includes restricted stock units (“RSUs”) that vest within 60 days of April 14, 2025. Pursuant to SEC rules and regulations, all shares not currently outstanding that are subject to RSUs that vest within 60 days of April 14, 2025, are deemed to be outstanding for the purpose of computing “Percent of Class” held by the holder of the class but are not deemed to be outstanding for the purpose of computing the “Percent of Class” held by any other stockholder. |

  43. The Board’s Statement in Opposition

    | (2) Includes 1,301,445 shares held directly. Excludes 2,253,131 unvested RSUs that will not vest within 60 days of April 14, 2025. |

  44. The Board’s Statement in Opposition

    | (3) Includes 975,080 shares held directly. Excludes 887,937 unvested RSUs that will not vest within 60 days of April 14, 2025. |

  45. The Board’s Statement in Opposition

    | (4) Includes 209,042 shares held directly and 29,136 shares underlying unvested RSUs that vest within 60 days of April 14, 2025. Excludes 458,507 unvested RSUs that will not vest within 60 days of April 14, 2025. |

  46. The Board’s Statement in Opposition

    | (5) Includes 341,779 shares held directly and 35.309 shares underlying unvested RSUs that vest within 60 days of April 14, 2025. Excludes 528,863 unvested RSUs that will not vest within 60 days of April 14, 2025. |

  47. The Board’s Statement in Opposition

    | (8) Includes 28,411 shares held directly and 12,908 shares underlying unvested RSUs that vest within 60 days of April 14, 2025. |

  48. The Board’s Statement in Opposition

    | (10) Includes 69,818 shares held directly and 12,908 shares underlying unvested RSUs that vest within 60 days of April 14, 2025. |

  49. The Board’s Statement in Opposition

    | (11) Includes 76,424 shares held directly and 12,908 shares underlying unvested RSUs that vest within 60 days of April 14, 2025. |

  50. The Board’s Statement in Opposition

    | (12) Includes 52,583 shares held directly and 12,908 shares underlying unvested RSUs that vest within 60 days of April 14, 2025. |

  51. The Board’s Statement in Opposition

    | (13) Includes 52,583 shares held directly and 12,908 shares underlying unvested RSUs that vest within 60 days of April 14, 2025. |

  52. The Board’s Statement in Opposition

    | (14) Includes 127,872 shares held directly and 12,908 shares underlying unvested RSUs that vest within 60 days of April 14, 2025. |

  53. The Board’s Statement in Opposition

    | (15) Includes 19,008 shares held directly and 12,908 shares underlying unvested RSUs that vest within 60 days of April 14, 2025. |

  54. The Board’s Statement in Opposition

    | (16) Includes 36,954 shares held directly, 140 shares held indirectly for the benefit of Mr. Smith’s Family Trusts and 30,119 shares underlying unvested RSUs that vest within 60 days of April 14, 2025. |

  55. The Board’s Statement in Opposition

    | (17) Includes 29,736 shares held directly and 12,908 shares underlying unvested RSUs that vest within 60 days of April 14, 2025. |

  56. The Board’s Statement in Opposition

    | (18) Includes 11,839 shares underlying unvested RSUs that vest within 60 days of April 14, 2025. |

  57. Risk Assessment with Respect to Compensation Practices

    | • | Formulaic annual and long-term incentive plan awards with maximum pay-out caps or guidelines instead of discretionary pay-out decisions. |

  58. Risk Assessment with Respect to Compensation Practices

    | • | Equity incentive awards are subject to performance- or time-based vesting periods that are intended to incentivize long-term rather than short-term results. |

  59. Directors

    Directors The Board has approved procedures to facilitate communications between the directors and employees, stockholders and other interested third parties. Pursuant to these procedures, a person who desires to contact the Board, a standing committee of the Board or a director may do so in writing to the following address: American Airlines Group Inc. The Board of Directors MD8B503 1 Skyview Drive, Fort Worth, Texas 76155 We will review the communications with the directors, a standing committee of the Board or an officer, in each case depending on the facts and circumstances outlined in the communication. The CGPR Committee also reviews with senior management the nature of the communications and our responses to them. Any communication relating to a stockholder nominee for a position on the Board or a stockholder proposal for business to be considered at any annual meeting of stockholders or included in any proxy statement will be sent to the Chair of the CGPR Committee. Our Independent Chair has been designated as the primary director representative for consultation and direct communication with our stockholders.

  60. 2024 Engagement Feedback

    | Name | Fees Earned or Paid in Cash ($)(a) | Stock Awards ($)(b) | All Other Compensation ($)(c) | Total ($) | | Jeff Benjamin(d) | 65,000 | - | 340,501 | 405,501 | | Adriane Brown | 150,000 | 150,000 | 17,234 | 317,234 | | John Cahill | 130,000 | 150,000 | 23,670 | 303,670 | | Mike Embler | 130,000 | 150,000 | 28,442 | 308,442 | | Matt Hart | 155,000 | 150,000 | 26,242 | 331,242 | | Sue Kronick | 130,000 | 150,000 | 22,436 | 302,436 | | Marty Nesbitt | 150,000 | 150,000 | 40,666 | 340,666 | | Denise O’Leary | 150,000 | 150,000 | 16,888 | 316,888 | | Vicente Reynal | 130,000 | 150,000 | 15,956 | 295,956 | | Greg Smith | 100,000 | 350,000 | 25,680 | 475,680 | | Doug Steenland | 150,000 | 150,000 | 24,028 | 324,028 | | Howard Ungerleider | 32,500 | 127,000 | 6,316 | 165,816 |

  61. 2024 Engagement Feedback

    | (b) The amounts represent the aggregate grant date fair value, as calculated in accordance with Accounting Standards Codification (“ASC”) Topic 718, of (i) 12,908 RSUs granted to each non-employee director, other than Mr. Benjamin and Mr. Ungerleider, on June 5, 2024, with a grant date fair value of $150,000, which will vest on June 5, 2025, subject to the continued service of the director through the vesting date, (ii) 17,211 additional RSUs granted to Mr. Smith on June 5, 2024, with a grant date fair value of $200,000, for his service as Independent Chairman, which will vest on June 5, 2025, subject to the continued service of the director through the vesting date, (iii) an initial grant of 11,839 RSUs granted to Mr. Ungerleider on July 30, 2024, with a grant date fair value of $127,000, which will vest on June 5, 2025, subject to the continued service of the director through the vesting date. The grant date fair value, as calculated in accordance with ASC Topic 718, of time-based RSUs is equal to the number of shares underlying the RSUs, multiplied by the closing price of our Common Stock on the date of grant. As of December 31, 2024, each of our then continuing non-employee directors, other than Messrs. Smith and Ungerleider, held 12,908 RSUs. As of December 31, 2024, Mr. Smith held 30,119 RSUs and Mr. Ungerleider held 11,839 RSUs. No non-employee directors held any other outstanding equity awards. |

  62. Director Compensation

    Director Compensation The Compensation Committee periodically reviews the overall compensation of our directors in consultation with the Board and, from time to time, the assistance of the Compensation Committee’s compensation consultant. The Compensation Committee has authority to retain and terminate any outside advisors, such as compensation consultants and legal counsel, and to determine their compensation. Annual Retainers and Grants of RSUs. For 2024, the compensation for our non-employee directors included the following cash-based annual retainers:

  63. Director Compensation

    | • | an annual retainer of $100,000 for service on the Board; |

  64. Director Compensation

    | • | an annual retainer of $15,000 for service on each of the Audit, Compensation, CGPR, Finance or Safety Committees; and |

  65. Director Compensation

    | • | an annual retainer of $25,000 for service as the Chair of the Audit Committee and an annual retainer of $20,000 for service as the Chair of each of the Compensation, CGPR, Finance or Safety Committees. |

  66. Director Compensation

    On the date of the 2024 annual meeting of stockholders, each continuing non-employee director received a number of RSUs equal to $150,000 divided by the closing price of our Common Stock on the date of the annual meeting. In connection with his appointment to the Board, Mr. Ungerleider received an initial pro-rated grant of 11,839 RSUs on July 30, 2024 with a grant date fair value of $127,000. Each of the RSU awards granted to our non-employee directors will vest fully on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders, subject to the continued service of the non-employee director through the vesting date. In February 2023, we announced the election of Greg Smith as the Company’s Independent Chairman effective April 30, 2023. The Board has approved for Mr. Smith’s service as Independent Chairman an additional annual RSU grant with a grant date fair value of $200,000. Other Compensation. As is customary in the airline industry, we provide our directors with flight benefits. During the period of time they serve on the Board, non-employee directors are entitled to complimentary personal air travel for the non-employee director and his or her immediate family members on American and American Eagle, 12 round-trip or

  67. Director Compensation

    | 44 | |

  68. Director Compensation

    24 one-way passes for complimentary air travel for the non-employee director’s family and friends each year, as well as American Airlines Admirals Club® membership, and AAdvantage® ConciergeKey(SM) program status. Non-employee directors receive a tax gross-up for imputed taxable income related to these flight benefits. In addition, these travel benefits (except for the tax gross-up) will be provided (i) for a non-employee director’s lifetime if he or she has served as a director for seven or more years or (ii) for five years if he or she has served for less than seven but more than two years. Non-employee directors will also be reimbursed for all reasonable out-of-pocket expenses incurred in connection with attendance at meetings upon submission of receipts. In addition, the Company purchases tickets to certain sporting and other events in advance for business purposes. On occasion, unused tickets purchased are made available for personal use by our directors or other team members. These tickets typically result in no incremental cost to the Company.

  69. Legacy Director Compensation Programs

    Legacy Director Compensation Programs Following the closing of the merger with US Airways, the America West Directors’ Charitable Contribution Program (the “Charitable Contribution Program”), a legacy director compensation program, continues to be in effect. America West established the Charitable Contribution Program under which all directors of America West were invited to participate. This program was discontinued for new directors following the merger between America West and US Airways in 2005. During 2024, the directors who were participants in the Charitable Contribution Program were Mr. Hart and Ms. O’Leary. The charitable contributions will be substantially funded by life insurance proceeds from policies maintained by us on the lives of the participants. Under the terms of the Charitable Contribution Program, America West was allowed to place joint life insurance on two directors. The life insurance policies currently in place under the Charitable Contribution Program are structured as joint policies on the lives of two directors and the insurance benefits are payable at the death of the last survivor. Individual directors derive no direct financial benefit from the Charitable Contribution Program because all insurance proceeds are to be paid by us, and all tax deductions for the charitable contributions accrue solely to us.

  70. Accountability

    | (3) Total available liquidity includes unrestricted cash and short-term investments, and undrawn capacity under our credit and other facilities. |

  71. Our 2024 executive compensation program is designed to implement our strategy

    Our 2024 executive compensation program is designed to implement our strategy Our executive compensation program is heavily performance-based and directly linked with our established goals of safety, delivering record operational results, focusing on our profitability and efficiency, continuing to close our margin gap with our largest competitors and highlighting our customer experience commitments. Our 2024 performance-based STIP was designed to align management with our goals of safety, profitability and efficiency and operational reliability while building on our momentum on team member engagement. Our 2024 STIP required 91% completion for safety education to unlock the plan. Thereafter, financial performance accounted for 70% of the plan’s weighting, while operational reliability accounted for 25% of the plan’s weighting and team member engagement accounted for 5% of the plan’s weighting. The Company remains intently focused on profitability, efficiency and operational reliability, and the footprint of these areas comprised 95% of the STIP. Our 2024 LTIP for our named executive officers incorporated both performance- and time-vesting components, with half of the target value consisting of the performance-vesting component. The performance-vesting component is tied to attainment of relative EBITDAR margin gap improvement versus our industry peers Delta and United, which accounts for 90% of the plan’s weighting and continues our focus on our margin gap in comparison to the other network carriers. Our net promoter score, which accounts for 10% of the plan’s weighting, allows us to measure and focus on our long-term customer strategy. The performance-vesting component of the 2024 LTIP will be earned, if at all, following the completion of a three-year performance period.

  72. Pay-for-Performance Philosophy

    | Named Executive Officer | Base Salary ($) | STIP Target (%) | STIP Target ($) | LTIP Target ($) | Total Target Direct Compensation ($) | | Robert Isom | 1,300,000 | 200% | 2,600,000 | 11,250,000 | 15,150,000 | | Steve Johnson | 850,000 | 150% | 1,275,000 | 3,991,000 | 6,116,000 | | Devon May | 775,000 | 125% | 968,750 | 2,965,000 | 4,708,750 | | David Seymour | 775,000 | 125% | 968,750 | 2,965,000 | 4,708,750 | | Priya Aiyar | 730,000 | 125% | 912,500 | 2,449,000 | 4,091,500 | | Vasu Raja | 775,000 | 125% | 968,750 | 2,965,000 | 4,708,750 |

  73. Commitment to Effective Compensation Governance

    | What We Do | What We Do NOT Do | | ✓ 91% of CEO’s 2024 Annual Target Compensation is At-Risk and 74% is in the form of Long-term Equity Incentives that foster alignment with stockholders. ✓ Link Pay to Performance with performance goals tied to improving the reliability, profitability and accountability of our operations to create long-term stockholder value. ✓ Performance-Based Long-term Equity Incentives form 50% of our NEOs Equity Incentives and have a Three-year Performance Period to promote long-term focus. ✓ Independent Compensation Consultant that is directly engaged by the Compensation Committee to advise on executive and director compensation matters. ✓ Robust Stock Ownership Guidelines that align our executive officers’ long-term interests with those of our stockholders. ✓ Annual Compensation Risk Assessment to identify any elements of our compensation program design or oversight processes that carry elevated levels of adverse risk. ✓ Minimum Vesting Requirements. Subject to limited exceptions, no awards granted under our equity plan may vest until the first anniversary of the date of grant. ✓ Clawback Policy that mandates recoupment of erroneously awarded incentive compensation to executive officers on accounting restatement consistent with SEC and Nasdaq requirements and goes beyond by providing the Compensation Committee with discretion to recover additional compensation paid under the Company’s STIP, LTIP and other equity incentive awards based on circumstances. ✓ Extensive Stockholder Engagement to solicit investor feedback on our compensation program. | ✖ No Guaranteed Bonuses. Our executive officers’ bonuses are 100% performance-based. ✖ No Active Executive Retirement Plans. We do not maintain any active executive-only or supplemental retirement plans. ✖ No Hedging or Pledging of our Stock. We prohibit our executive officers from engaging in hedging transactions or using our stock as collateral for loans. ✖ No Excise Tax Gross-Ups. We do not provide gross ups on excise taxes in connection with a change in control. ✖ No Excessive Perquisites. Perquisites and other personal benefits are in line with industry standards. ✖ No Payouts of Dividends on Unvested Awards. Unless and until an award’s vesting conditions are satisfied, no dividends or dividend equivalents accrued on the award are paid. ✖ No Repricing of Awards Without Stockholder Approval. Under our equity plan, awards may not be repriced without stockholder approval if the effect would be to reduce the exercise price for the shares underlying the award. |

  74. Stockholder Approval of 2023 Executive Compensation and Stockholder Engagement

    During these off-season engagements, a few stockholders inquired about how we expect to evolve the performance measures in our STI and LTI programs. We discussed the profitability measures which unlocked the financial portion of the 2024 STIP and formed 90% of the performance-component of our 2024 LTIP, continuing our focus on our margin gap in comparison to the other legacy carriers. We also introduced new efficiency measures under our 2024 STIP tied to relative TRASM vs. our peers, adjusted CASM, aircraft utilization, workforce efficiency, procurement savings and working capital metrics, with an aggregate weighting of 70%, and continued our operational reliability measures, including controllable completion factor and on-time departures, with an aggregate weighting of 25%. We moved to a measure of relative EBITDAR margin gap vs. our peers under the 2024 LTIP with a weighting of 90%, to normalize the measure for our capital structure, and introduced the customer experience metric net promoter score measure with a weighting of 10%. The net promoter score allows us to measure, and is in line with, our focus on our long-term customer strategy. Based on the metrics above, while our reliability was measured in the STIP, the gauge of customer experience and improvement will be measured in the LTIP. Some stockholders encouraged us to extend the time-vesting component of our LTIP from two years to three years. Beginning with 2025 grants, in response to stockholder feedback, the Compensation Committee revised the time-vesting component of the 2025 LTIP such that awards vest as to 33.33% of the shares on each first, second and third anniversaries of the grant date, subject to continued service through each applicable vesting date. We also continued our dialogue with those stockholders who wanted to better understand our CEO compensation program and, in particular, the context for the non-recurring compensation that was awarded to Mr. Isom in 2023 and its relationship to the timing of his appointment as CEO in March 2022. We highlighted that our CEO’s compensation level had been considerably below-market as compared to his peers at Delta and United during the COVID-19 pandemic and the acute retention challenges we faced during that period. As disclosed in detail in the 2024 Proxy Statement, Mr. Isom’s total compensation in 2022 (as reported in the Summary Compensation Table) was $4.9 million, considerably below what his CEO peers at Delta and United earned in 2022 ($9.6 million and $9.8 million, respectively), and even at a level materially below what he earned in 2019 for his service as President ($7.1 million) despite his promotion to CEO effective March 2022. The approval of Mr. Isom’s one-time CEO promotion awards in September 2023 followed a year-long process in close consultation with the Compensation Committee’s independent compensation consultant. The Compensation Committee considered that Mr. Isom had been promoted to CEO in 2022 but had not been compensated as such for over 18 months and the need to compensate Mr. Isom fairly and appropriately for his service as CEO, including relative to his peers at Delta and United, and to address the concern that Mr. Isom’s equity holdings were significantly below those peers. The Compensation Committee also recognized the critical need to retain Mr. Isom as the Board’s long-standing choice for CEO and the most important element of the broad senior leadership succession plan. The Compensation Committee and the Board also recognized the acute retention challenges created by Mr. Isom’s performance and significantly increased profile as an executive leader of a large, complex enterprise. We referred our stockholders to the 2024 Proxy Statement, in which, at the request of our stockholders in earlier discussions, we provided detailed, transparent disclosure regarding the considerations in establishing the amount, mix and performance conditions of Mr. Isom’s non-recurring compensation in 2023. As noted above, these 2023 compensation elements were one-time and non-recurring.

  75. Use of Compensation Consultant

    Use of Compensation Consultant For 2024, the Compensation Committee retained Korn Ferry as its independent compensation consultant. The Compensation Committee has sole authority with regard to the decision to retain and the terms of engagement of the compensation consultant. The compensation consultant reports directly to the Compensation Committee with respect to its executive compensation consulting advice. The Compensation Committee has assessed whether the services provided by Korn Ferry or any other relationships created any conflicts of interest pursuant to SEC and Nasdaq rules, and has concluded that no such conflicts of interest exist. During 2024, Korn Ferry provided the following services for or at the request of the Compensation Committee:

  76. Use of Compensation Consultant

    | • | assisted the Compensation Committee in the design of the executive compensation program, including structure, metric selection, payout opportunities, and establishment of performance targets; |

  77. Use of Compensation Consultant

    | • | benchmarked compensation levels for senior executives and non-executive directors; |

  78. Use of Compensation Consultant

    | • | conducted an annual review of the compensation peer group; |

  79. Use of Compensation Consultant

    | • | attended Compensation Committee meetings; |

  80. Use of Compensation Consultant

    | • | reviewed management’s materials prepared for the Compensation Committee; and |

  81. Use of Compensation Consultant

    | • | responded to various other requests from the Compensation Committee. |

  82. Use of Compensation Consultant

    In 2024, in addition to the executive compensation services Korn Ferry performed for or at the request of the Compensation Committee, Korn Ferry provided limited executive search services and broad-based compensation products to the Company.

  83. Use of Market Data

    Use of Market Data In order to ensure a competitive design for our executive compensation program, in 2024, our Compensation Committee, with advice and analysis from its compensation consultant, reviewed our program against those of our largest competitors, Delta, United, and Southwest Airlines, with an emphasis on Delta and United, our closest peers. The Compensation Committee also reviewed a broader spectrum of compensation pay data, including survey data consisting of Korn Ferry and Equilar Top 25 including 79 organizations with revenue greater than $15 billion with data for 1,972 incumbents, Aon Radford McLagan including organizations greater than $30 billion, and Willis Towers Watson including organizations greater than $20 billion.

  84. Executive Compensation with an Emphasis on Performance-Based Pay

    | • | an annual incentive program paid in cash based on achievement of safety education, financial, including profitability and efficiency, operational reliability and team member engagement goals; and |

  85. Executive Compensation with an Emphasis on Performance-Based Pay

    | • | a long-term equity incentive program in the form of RSUs that incorporate both performance- and time-vesting components, with half of the target value consisting of the performance-vesting component. |

  86. Annual Cash Incentive Program

    Annual Cash Incentive Program The second core component of our overall compensation program has been a short-term cash incentive program. The STIP is designed to align management with our goals to run a reliable operation, to continue our profitability and to build on our momentum on team member engagement goals, as summarized further below. The target cash incentive opportunities for each named executive officer for 2024 are set forth below and remained unchanged from the prior year.

  87. Annual Cash Incentive Program

    | Named Executive Officer | Target Payout Level as a Percentage of Base Salary | | Robert Isom | 200% | | Steve Johnson | 150% | | Devon May | 125% | | David Seymour | 125% | | Priya Aiyar | 125% | | Vasu Raja | 125% |

  88. 2024 STIP

    2024 STIP Our 2024 STIP required 91% completion for safety education to unlock the plan. Thereafter, financial performance accounted for 70% of the plan’s weighting, while operational reliability accounted for 25% of the plan’s weighting and team member engagement accounted for 5% of the plan’s weighting, as set forth below. The Company remains intently focused on profitability, operational efficiency and reliability, and the footprint of these areas continue to comprise 95% of the STIP. To further the Company’s commitment to increasing stockholder value, the Compensation Committee increased focus on profitability and efficiency, by adjusting the financial weighting upward from 60% to 70%. The operational component, making up 25% of the STIP, focused on controllable completion factor and on-time departures, the foundational operational metrics that determine reliability. Team member engagement, weighted at 5%, was implemented as part of the STIP in order to ensure our workplace culture is a competitive advantage that provides team members access to continuous learning, awareness and knowledge.

  89. 2024 STIP

    | 54 | |

  90. 2024 STIP

    | | SAFETY EDUCATION | Overall Plan Gate | | | 91% company completion unlocks the plan | | | | FINANCIAL | 70% | | | Profitability | Financial Gate | | | Adjusted pre-tax income (PTI) of $1.5B unlocks the financial portion of the plan | | | | American Now! Initiatives | | | | • Relative AA Total Revenue Per Available Seat Mile (TRASM) % of Big 3 peers (Delta/United/Southwest) | 14% | | | • Cost per Available Seat Mile (CASM) Ex. special items, fuel, profit sharing | 14% | | | • Aircraft utilization (mainline) | 14% | | | • Workforce efficiency (mainline) | 14% | | | • Procurement savings | 7% | | | • Working capital | 7% | | | OPERATIONAL | 25% | | | Mainline and Regional Reliability | 25% | | | • Controllable Completion Factor (CCF) | | | | • On-time Departure (D-0) | | | | TEAM MEMBER ENGAGEMENT | 5% |

  91. 2024 STIP

    The Company attained 99.1% safety education completion, above the 91% threshold required to unlock the plan. In order to unlock the financial portion of the plan, our adjusted pre-tax income had to be above the threshold level of $1.5 billion. For fiscal year 2024, we exceeded the threshold level by attaining adjusted pre-tax income of $2.2 billion. Adjusted pre-tax income represents pre-tax income for the year ended December 31, 2024, excluding net special items (See Appendix B for a reconciliation of pre-tax income excluding net special items, a non-GAAP measure), expenses associated with profit sharing and the STIP and related payroll taxes and 401(k) company contributions (“performance pay”). The Company excludes expenses associated with profit sharing and the STIP from the calculation of adjusted pre-tax income as these items are themselves calculated based on the measure. The STIP goals are established at the beginning of the performance period and account for these adjustments. Threshold, target and maximum goals for each of the profitability and efficiency, reliability and engagement goals and actual performance in respect of each goal is set forth below.

  92. 2024 STIP

    | Metrics | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Performance Result | | Profitability & Efficiency | | | | | | | Relative AA TRASM % vs. Peers (Delta, United, Southwest)(1) | 14% | 100.50% | 102.50% | 104.50% | 102.23% | | CASM, ex.(2) | 14% | 13.49 | 13.29 | 13.09 | 13.42 | | Mainline Workforce Efficiency | 14% | 2.72 | 2.82 | 2.92 | 2.80 | | Mainline Aircraft Utilization | 14% | 10.03 | 10.16 | 10.29 | 10.07 | | Procurement Savings | 7% | $70M | $80M | $100M | $174M | | Working Capital | 7% | $175M | $200M | $225M | $344M |

  93. 2024 STIP

    | | 55 |

  94. 2024 STIP

    | Metrics | Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Performance Result | | Operational Reliability | | | | | | | Mainline CCF(3) | 12% | 99.50% | 99.70% | 99.90% | 99.86% | | Regional CCF(3) | 5% | 99.50% | 99.70% | 99.90% | 99.95% | | Mainline D-0 | 6% | 61.30% | 63.30% | 65.30% | 58.89% | | Regional D-0 | 2% | 71.00% | 73.50% | 76.00% | 72.40% | | Team Member Engagement | | | | | | | Team Member Engagement | 5% | 91.00% | 94.00% | 98.00% | 99.40% |

  95. 2024 STIP

    | (1) Excludes special items and third-party business. |

  96. 2024 STIP

    | (2) Excludes special items, fuel and profit sharing, including associated payroll taxes and retirement contributions. |

  97. 2024 STIP

    | (3) Excludes Air Traffic Control (ATC) and weather cancellations. |

  98. 2024 STIP

    Based on these weightings and the actual attainment levels, which were reviewed by a third party internal audit consulting firm, each named executive officer received an STIP award equal to 115.42% of target under the 2024 STIP, resulting in the dollar amounts set forth in the table below. Ms. Aiyar and Mr. Raja terminated employment prior to the payments of the 2024 STIP and as such were not eligible to receive an STIP award for 2024.

  99. 2024 STIP

    | Named Executive Officer | 2024 STIP Payout ($) | | Robert Isom | $3,000,920 | | Steve Johnson | $1,471,605 | | Devon May | $1,118,170 | | David Seymour | $1,118,170 | | Priya Aiyar | N/A | | Vasu Raja | N/A |

  100. Long-Term Incentive Programs

    Long-Term Incentive Programs The third core component of our overall compensation program is a long-term equity incentive program that focuses our executives on our performance over time and further links their interests with stockholders. Stock-based awards, coupled with performance- and time-vesting requirements, provide an appropriate incentive to our executives to remain with the Company and meet the long-term goal of significantly increasing stockholder value. Consistent with our emphasis on pay-for-performance and our commitment to long-term value creation for our stockholders, our named executive officers’ total target direct compensation is weighted heavily toward long-term equity awards. The Compensation Committee determines the value of long-term equity awards to be granted to an executive officer based upon the executive’s level of responsibility and job classification level and the results of compensation market analyses. Historically, our LTIP has included both performance- and time-vesting RSUs, each weighted 50% by target value. Our 2024 LTIP for our named executive officers continued to include both performance-and time-vesting components, with the performance-vesting component weighted 50% by target value tied to attainment of relative EBITDAR margin gap improvement versus our industry peers which continues our focus on our margin gap in comparison to the other network carriers, and our net promoter score, as set forth below. The time-vesting component of the 2024 LTIP vests as to 66.66% on the first anniversary of the grant date and as to 33.33% of the shares on the second anniversary of the grant date, subject to continued service through each applicable vesting date. Beginning with 2025 grants, the Compensation Committee has revised the time-vesting component of the 2025 LTIP such that awards vest as to 33.33% of the shares on each first, second and third anniversaries of the grant date, subject to continued service through each applicable vesting date.

  101. Long-Term Incentive Programs

    | 56 | |

  102. Long-Term Incentive Programs

    The performance-vesting component of the 2024 LTIP will be earned, if at all, following the completion of a three-year performance period and is tied to the performance measures set forth below.

  103. Long-Term Incentive Programs

    | | FINANCIAL | | Furthering our progress in improving financial margins compared to our immediate competitors | | | Relative EBITDAR Margin Gap Improvement vs. DL/UA excludes special items, third-party items and performance pay | 90% | Continue to focus on our margin gap in comparison to the other network carriers, Delta and United. Use of EBITDAR normalizes for capital structure. Measure over 3 years (2024 - 2026) vs. 2023 baseline. | | | | | Goals: Threshold: 33 bps Target: 67 bps Maximum: 100 bps | | | ACCOUNTABILITY | | Strengthen and improve our customer experience | | | Net Promoter Score (NPS) | 10% | The inclusion of a customer experience metric allows us to measure and focus on our long-term customer strategy. While the airline’s reliability was measured in the annual plan, the gauge of customer experience and improvement will be measured in the long-term plan. Measure average NPS over 3 years (2024 - 2026). | | | | | Goals: Threshold: 34 Target: 36 Maximum: 38 |

  104. Long-Term Incentive Programs

    The table below sets forth the 2024 target grant values for the named executive officers under the LTIP. Mr. Isom’s 2024 annual target grant value is significantly below the last reported values for the CEOs at Delta (2023) and United (2024), our two closest peers. The values for the other named executive officers were set to be competitive with their peers at our competitor airlines.

  105. Long-Term Incentive Programs

    | Named Executive Officer | 2024 Annual Target Grant Value ($) | | Robert Isom | 11,250,000 | | Steve Johnson | 3,991,000 | | Devon May | 2,965,000 | | David Seymour | 2,965,000 | | Priya Aiyar | 2,449,000 | | Vasu Raja | 2,965,000 |

  106. Long-Term Incentive Programs

    | | 57 |

  107. 2022 LTIP Awards

    2022 LTIP Awards The 2022 LTIP grants for those named executive officers who were serving as executive officers as of the grant date in February 2022 were comprised of both time-vesting and performance-vesting RSUs. The performance-vesting RSUs were eligible to vest, subject to continued service, through February 24, 2025, based on the Company’s achievement of (i) total debt reduction from year-end 2021 to year-end 2024 (60% weighting) and (ii) pre-tax income margin improvement relative to the pre-tax income margin improvement for our industry peers (average of Delta and United) based on 2024 pre-tax income margin over a 2019 baseline (40% weighting). Based on our achievement of total debt reduction from year-end 2021 to year-end 2024 of $11.8 billion, which was higher than the maximum total debt reduction goal of $5.0 billion, and lower than threshold pre-tax income margin improvement, the award was earned at 120% of target in February 2025.

  108. Equity Grant Policy

    Equity Grant Policy We do not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee has adopted an equity grant policy to standardize the timing, practices and procedures in granting equity awards. The policy provides that equity awards, other than new hire and promotion grants, will be granted once per year at a regularly scheduled meeting of the Compensation Committee. In 2024, we did not grant any stock options, stock appreciation rights or similar option-like instruments to our named executive officers.

  109. 2023 Non-Recurring Compensation Elements

    | • | Aligning Mr. Isom’s compensation and incentives with Company performance and the interests of our stockholders, recognizing that his long-term incentive compensation had not increased since 2020, notwithstanding his subsequent promotion from President to CEO. |

  110. Severance Benefits and Post Termination Restrictive Covenants

    Severance Benefits and Post Termination Restrictive Covenants Change in control and severance benefits are a customary component of executive compensation, which are generally used to reinforce and encourage executives’ continued attention and dedication to their assigned duties without the distraction arising from the possibility of a change in control. Beginning in 2023, following consultation with its independent compensation consultant and in line with market practices, the Compensation Committee approved entering into severance agreements with our executive officers that are triggered on certain involuntary terminations of their employment. These agreements were only entered into with those executives who also agreed to post-termination restrictive covenants to protect the Company and its investors. Messrs. Isom, Johnson, May and Seymour and Ms. Aiyar agreed to these post-employment restrictive covenants, including non-competition for a period of 24 months in the case of Mr. Isom and 18 months in the case of the other executives, and non-solicitation for a period of 24 months following the date the executive terminates employment with the Company. These restrictive covenants are in place irrespective of whether these executives receive severance in connection with their termination of employment. Mr. Isom’s severance agreement provides that in the event his employment is terminated by the Company without “cause” or he resigns for “good reason” (each as defined in the severance agreements, and collectively, an “Involuntary Termination”), he will be entitled to: (i) a cash severance payment equal to 24 months of his base salary plus two times his annual target cash incentive (payable in substantially equal installments over 24 months), (ii) a payment equal to 24 months’ COBRA premiums and (iii) continued vesting of outstanding equity awards for 24 months following the termination date, except as set forth in Mr. Isom’s grant agreements described below. In addition, Messrs. Johnson, May and Seymour and Ms. Aiyar entered into severance agreements that provide that in the event of an Involuntary Termination, the executive will be entitled to: (i) a cash severance payment equal to 18 months of the executive’s base salary plus 1.5 times the executive’s annual target cash incentive (payable in substantially equal installments over 18 months), (ii) a payment equal to 18 months’ COBRA premiums and (iii) continued vesting of outstanding equity awards for 18 months following the termination date, except, in the case of Mr. Johnson, which is subject to acceleration as set forth in his grant agreements described below. The agreements also provide for travel privileges for the executive and eligible family members, pursuant to the terms of the Company’s travel policy for officers during the 18-month period following the termination date. If the executive has become eligible for retiree travel, the executive will continue to be eligible to receive retiree travel privileges in accordance with the terms of our retiree travel policy. Messrs. Isom, Johnson, May and Seymour previously vested into lifetime travel benefits. Each severance agreement also provides for acceleration of equity awards in the event of an Involuntary Termination within the 24 month period following a change in control, with equity awards subject to performance-vesting conditions vesting at the greater of target or the expected attainment level based on performance as of the termination date. The severance agreements require entering into an effective release of claims. Pursuant to the grant agreements under our equity incentive plans, our team members, including our named executive officers, are entitled to full acceleration of their RSUs in the event of (i) a termination due to death or “disability” or (ii) a “change in control” (each, as defined in the applicable plan and award agreements). In addition, subject to compliance with the post-employment restrictive covenants and delivery of an effective release of claims, because Mr. Johnson is retirement eligible (age of 55 and has ten or more years of service), under his grant agreements the vesting of each time-vesting RSU award granted to Mr. Johnson will accelerate in full in the event of his separation from service from the Company (other than a termination by the Company for “cause”), with performance-vesting RSUs remaining outstanding and eligible to vest based on actual performance through the end of the performance period. Subject to compliance with the post-employment restrictive covenants and delivery of an effective release of claims, Mr. Isom’s grant agreements provide that RSUs granted to Mr. Isom will remain outstanding and will continue to vest upon termination (not including termination by the Company for “cause”), provided that equity awards granted within 12 months prior to the termination will only remain eligible to vest on a pro-rated basis and performance-vesting RSUs remain subject to the performance conditions.

  111. Severance Benefits and Post Termination Restrictive Covenants

    | | 59 |

  112. Severance Benefits and Post Termination Restrictive Covenants

    Under the STIP, if a team member separates from service with us and our affiliates while actively employed due to death or disability prior to the payment of the award, but is otherwise eligible for the award, the team member will be treated as having been actively employed on the date of payment of the award. Information on the estimated payments and benefits that our named executive officers would have been eligible to receive in the event of a termination or change in control as of December 31, 2024 pursuant to their equity awards, the STIP and other arrangements are set forth in “Potential Payments Upon Termination or Change in Control” on page 70. Mr. Raja separated from the Company effective June 2024. On July 11, 2024, the Company entered into a Separation Agreement (the “Separation Agreement”) with Mr. Raja in connection with his involuntary termination without “cause.” The Separation Agreement provided the following benefits: continuation of his base salary through January 31, 2025 (the “Severance Period”), which was approximately seven months of base salary totaling $462,019, a lump sum payment of $968,750, payable only following the expiration of the Severance Period, subject to Mr. Raja’s continued compliance with the restrictive covenants through the expiration of such Severance Period, the continuation of certain travel privileges, including unlimited reserved travel in any class of service for executive and executive’s spouse or registered companion and eligible dependent children during the Severance Period subject to the terms and conditions of the Company’s officer travel policy, and a payment in lieu of health benefits of $261. All of Mr. Raja’s outstanding unvested equity awards were forfeited and canceled. The severance benefits were subject to Mr. Raja’s performance of his continuing obligations pursuant to the Separation Agreement, including compliance with post-termination non-competition and non-solicitation covenants through the Severance Period. His total severance packaged totaled approximately $1.4 million, which was approximately only 30% of his annual total target compensation of approximately $4.7 million. Mr. Raja’s severance package value is significantly below the benefits provided under the severance agreements of other Executive Vice Presidents, Messrs. May and Seymour and Ms. Aiyar, as outlined above. Ms. Aiyar resigned from the Company effective February 2025. She did not receive any severance or other benefits in connection with her resignation.

  113. Section 280G/Section 4999 Policy

    Section 280G/Section 4999 Policy We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control.

  114. Section 280G/Section 4999 Policy

    | | 61 |

  115. Section 280G/Section 4999 Policy

    REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis included in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2024. Respectfully submitted,

  116. Compensation Committee

    Compensation Committee Denise O’Leary (Chair) Vicente Reynal Doug Steenland Howard Ungerleider

  117. Compensation Committee

    | This report of the Compensation Committee is not deemed to be “soliciting material” or to be “filed” with the SEC or subject to the SEC’s proxy rules or the liabilities of Section 18 of the Exchange Act, and the report shall not be deemed to be incorporated by reference into any prior or subsequent filing by us under the Securities Act or the Exchange Act. |

  118. Compensation Committee

    | 62 | |

  119. Compensation Committee

    EXECUTIVE OFFICERS The following table lists AAG’s executive officers as of April , 2025, including their ages and principal occupations.

  120. Compensation Committee

    | Name | Age | Title | | Robert D. Isom, Jr | 61 | President, Chief Executive Officer and Director | | Stephen L. Johnson | 68 | Vice Chair and Chief Strategy Officer | | Devon E. May | 50 | Executive Vice President and Chief Financial Officer | | David G. Seymour | 60 | Executive Vice President and Chief Operating Officer |

  121. Compensation Committee

    Below is certain information as of April , 2025, regarding our executive officers (other than Robert Isom). For similar information regarding Mr. Isom as of April , 2025, see the section entitled “Proposal 1—Election of Directors” beginning on page 6.

  122. Compensation Committee

    | | Stephen L. Johnson | | | Stephen L. Johnson is Vice Chair and Chief Strategy Officer, a position he has held since May 2023. He was previously Executive Vice President, a position he held since January 2022 and prior to that he served as Executive Vice President—Corporate Affairs, a position he held since December 2013. He also serves on the board of directors and as deputy chair of Wizz Air Holdings PLC, a European airline company that trades on the London Stock Exchange. Previously, Mr. Johnson served as Executive Vice President—Corporate and Government Affairs for US Airways, a role he began in 2009. From 2003 to 2009, Mr. Johnson was a partner at Indigo Partners LLC, a private equity firm specializing in acquisitions and strategic investments in the airline, air finance and aerospace industries. Between 1995 and 2003, Mr. Johnson held a variety of positions with America West Airlines prior to its merger with US Airways, including Executive Vice President—Corporate. Prior to joining America West Airlines, Mr. Johnson served as Senior Vice President and General Counsel at GPA Group plc. He was also an attorney at Seattle-based law firm Bogle & Gates, where he specialized in corporate and aircraft finance and taxation. | | | Devon E. May | | | Devon E. May is Executive Vice President and Chief Financial Officer, a position he has held since January 2023. He was previously Senior Vice President of Finance and Investor Relations, a position he held since 2022. Mr. May has held various roles of increasing responsibility at AAG, including as Senior Vice President, Finance and American Eagle (2020 to 2022), Senior Vice President, American Eagle & Operations Planning (2019 to 2020), Senior Vice President, Network Strategy (2017 to 2019) and Senior Vice President, Finance (2016 to 2017). Mr. May joined AAG in 2013, upon its merger with US Airways, where he held a variety of positions in financial planning and analysis. Between 2002 and 2005, Mr. May held a variety of positions with America West Airlines prior to its merger with US Airways, including as Director, Alliances and Partnerships. Prior to joining America West Airlines, Mr. May served as a Senior Analyst, International Route Planning at Continental Airlines. |

  123. Compensation Committee

    | | 63 |

  124. Compensation Committee

    | | David G. Seymour | | | David G. Seymour is Executive Vice President and Chief Operating Officer, a position he has held since June 2020. He was previously Senior Vice President, Operations, a position he held since 2019. From 2016 to 2019, he served as Senior Vice President, Integrated Operations. Previously, he served as Senior Vice President, Technical Operations from 2013 to 2016. Mr. Seymour joined AAG upon its merger with US Airways, where, from 2002 to 2013, he held a variety of positions in operations and planning, including as Senior Vice President, Operations. Between 1999 and 2002, Mr. Seymour held a variety of positions with America West Airlines prior to its merger with US Airways, including as Vice President, Operations Planning and Performance. Mr. Seymour began his career serving as an airborne infantry officer in the U.S. Army. |

  125. Compensation Committee

    | 64 | |

  126. Compensation Committee

    EXECUTIVE COMPENSATION

  127. Summary Compensation Table

    Summary Compensation Table The following table provides compensation earned by our named executive officers in the years ended December 31, 2024, 2023 and 2022. See the “Compensation Discussion and Analysis – 2023 Non-Recurring Compensation Elements” section on page 58 for a discussion of the non-recurring compensation elements reported in the Summary Compensation Table for 2023.

  128. Summary Compensation Table

    | Name and Principal Position during Fiscal 2024 | Year | Salary ($) | Bonus ($) | Stock Awards ($)(a) | Non-Equity Incentive Plan Compensation ($)(b) | All Other Compensation ($)(c) | Total ($)(d) | | Robert Isom | 2024 | 1,300,000 | - | 11,250,000 | 3,000,920 | 59,923 | 15,610,843 | | Chief Executive Officer, President | 2023 | 1,300,000 | 2,750,000(e) | 19,500,000 | 7,778,160 | 110,002 | 31,438,162 | | and Director | 2022 | 1,162,083 | - | 3,653,000 | - | 71,566 | 4,886,649 | | Steve Johnson | 2024 | 850,000 | - | 3,991,000 | 1,471,605 | 67,967 | 6,380,572 | | Vice Chair and | 2023 | 826,346 | - | 6,046,000 | 3,270,125 | 64,613 | 10,207,084 | | Chief Strategy Officer | 2022 | 735,616 | - | 2,695,000 | - | 63,492 | 3,494,108 | | Devon May | 2024 | 775,000 | - | 2,965,000 | 1,118,170 | 66,361 | 4,924,531 | | Executive Vice President and Chief Financial Officer | 2023 | 738,075 | 2,445,527(f) | 2,360,000 | 2,340,912 | 53,788 | 7,938,302 | | David Seymour | 2024 | 775,000 | - | 2,965,000 | 1,118,170 | 36,728 | 4,894,898 | | Executive Vice President and Chief Operating Officer | 2023 | 766,250 | 32,083(f) | 3,313,000 | 2,898,190 | 35,396 | 7,044,919 | | | 2022 | 750,000 | - | 2,380,000 | - | 36,838 | 3,166,838 | | Priya Aiyar | 2024 | 730,000 | - | 2,449,000(g) | -(h) | 59,993 | 3,238,993 | | Former Executive Vice President and Chief Legal Officer | 2023 | 693,250 | 1,185,069(f) | 3,101,000(g) | 2,729,908 | 47,838 | 7,757,065 | | Vasu Raja | 2024 | 402,404 | - | 2,965,000(g) | -(h) | 438,961 | 3,806,365 | | Former Executive Vice President and Chief Commercial Officer | 2023 | 731,250 | 4,468,169(f) | 4,073,000(g) | 2,898,190 | 47,425 | 12,218,034 |

  129. Summary Compensation Table

    | (a) Amounts in this column represent the aggregate grant date fair value, as calculated in accordance with ASC Topic 718, of RSUs granted by the Company during each of the fiscal years ending December 31, 2024, 2023 and 2022, respectively, to the named executive officers. The grant date fair value, as calculated in accordance with ASC Topic 718, of time-based RSUs is equal to the number of shares underlying the RSUs, multiplied by the closing price of our Common Stock on the date of grant. With respect to the performance-based RSUs, which were granted in 2024, the grant date fair value is determined based on the closing price of our Common Stock on the date of grant multiplied by a factor reflecting achievement of the probable outcome of the Company’s relative EBITDAR margin gap improvement versus a pre-defined group of airlines and average net promoter score (which were based on the target attainment level). The aggregate maximum fair value of the 2024 annual performance-based RSU grants assuming the highest level of achievement of the performance conditions is as follows: Mr. Isom: $11,250,000, Mr. Johnson: $3,991,000, Mr. May: $2,965,000, Mr. Seymour: $2,965,000, Ms. Aiyar: $2,449,000, and Mr. Raja: $2,965,000. The unvested portion of Ms. Aiyar’s and all of Mr. Raja’s 2024 equity awards were forfeited in connection with their terminations of employment. |

  130. Summary Compensation Table

    | (b) For 2024, represents STIP payouts for that fiscal year. The STIP payouts for both the 2022 and 2023 programs are reflected as compensation for 2023 as the performance period for the 2022 STIP ran from April 1, 2022 through April 1, 2023 and the performance period for the 2023 STIP ran from January 1, 2023 through December 31, 2023. |

  131. Summary Compensation Table

    | | 65 |

  132. Summary Compensation Table

    | (c) The following table provides the amounts of other compensation, including perquisites, paid to, or on behalf of, named executive officers during 2024 included in the “All Other Compensation” column. Perquisites and other personal benefits are valued on the basis of the aggregate incremental cost to the Company, except that flight benefits are valued based on the imputed taxable income to the executive, which valuation is greater than the incremental cost to the Company. |

  133. Summary Compensation Table

    | | Robert Isom ($) | Steve Johnson ($) | Devon May ($) | David Seymour ($) | Priya Aiyar ($) | Vasu Raja ($) | | Flight Privileges(1) | 20,827 | 23,114 | 24,506 | 8,949 | 17,519 | 4,072 | | Medical Examinations | - | 4,043 | - | 4,304 | 5,860 | - | | Financial Advisory Services | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | 4,500 | | Gross-Up Payments(2) | 15,621 | 17,335 | 18,380 | - | 13,139 | 1,297 | | 401(k) Company Contributions | 18,975 | 18,975 | 18,975 | 18,975 | 18,975 | 18,975 | | Severance Benefits(3) | - | - | - | - | - | 410,117 |

  134. Summary Compensation Table

    | (1) Amounts represent flight privileges provided for unlimited, top-priority reserved travel in any class of service, for the named executive officer and his or her immediate family, and up to 12 round-trip or 24 one-way passes for non-eligible family members and friends. Amounts represent the actual value of travel utilized by those named executive officers and their respective eligible dependents during 2024, except that the amount for Mr. Seymour represents the 2024 annuitized value of his lifetime flight benefits. Mr. Seymour previously vested into lifetime travel privileges in connection with the merger of US Airways and America West. The 2024 annuitized value of Mr. Seymour’s lifetime flight benefits was calculated using a discount rate of 5.6% and Pri-2012 Employee Table, with white collar adjustments, increased by 3.0% at all ages, and then projected generationally from 2012 with Scale MP-2021, and assumes the annual level of usage is the same as Mr. Seymour’s actual usage in 2006, when he vested into lifetime travel privileges, and a 1% annual increase in the cost of travel. |

  135. Summary Compensation Table

    | (2) Amount represents tax gross-up payments with respect to flight privileges. |

  136. Summary Compensation Table

    | (3) Reflects severance benefits in the form of continuation of base salary $372,596, accrued vacation payment of $37,260 and a payment in lieu of health benefits of $261. |

  137. Summary Compensation Table

    | (d) Total compensation in fiscal year 2023 includes one-time and non-recurring compensation for the NEOs that was not repeated in 2024. While paid in 2023, these one-time and non-recurring compensation items included elements associated with executive promotions between 2020 and 2022, as well as cash incentive program payouts that were almost entirely attributed to 2022. |

  138. Summary Compensation Table

    | (e) Reflects a one-time cash payment to Mr. Isom. |

  139. Summary Compensation Table

    | (f) Reflects payments under cash retention agreements that were entered into with Ms. Aiyar and Messrs. May, Seymour and Raja, respectively, in prior years payable subject to each employee’s continued service through April 1, 2023. |

  140. Summary Compensation Table

    | (g) The unvested portion of Ms. Aiyar’s and Mr. Raja’s equity awards (including all of Mr. Raja’s 2024 equity awards) were forfeited in connection with their terminations of employment. |

  141. Summary Compensation Table

    | (h) Ms. Aiyar and Mr. Raja terminated employment prior to the payment of the 2024 STIP and as such were not eligible to receive any STIP award. |

  142. Summary Compensation Table

    | 66 | |

  143. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table provides information regarding grants of plan-based awards made to our named executive officers during the year ended December 31, 2024.

  144. Grants of Plan-Based Awards in 2024

    | | Grant Date | Estimated Future Payout Under Non-Equity Incentive Plan Awards(a) | | | Estimated Future Payout Under Equity Incentive Plan Awards(b) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(c) | Grant Date Fair Value of Stock and Option Awards ($)(d) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert Isom | | 1,300,000 | 2,600,000 | 5,200,000 | | | | | | | | 2/27/2024 | | | | 18,098 | 361,969 | 723,938 | | 5,625,000 | | | 2/27/2024 | | | | | | | 361,969 | 5,625,000 | | Steve Johnson | | 637,500 | 1,275,000 | 2,550,000 | | | | | | | | 2/20/2024 | | | | 6,787 | 135,748 | 271,496 | | 1,995,500 | | | 2/20/2024 | | | | | | | 135,748 | 1,995,500 | | Devon May | | 484,375 | 968,750 | 1,937,500 | | | | | | | | 2/20/2024 | | | | 5,043 | 100,850 | 201,700 | | 1,482,500 | | | 2/20/2024 | | | | | | | 100,850 | 1,482,500 | | David Seymour | | 484,375 | 968,750 | 1,937,500 | | | | | | | | 2/20/2024 | | | | 5,043 | 100,850 | 201,700 | | 1,482,500 | | | 2/20/2024 | | | | | | | 100,850 | 1,482,500 | | Priya Aiyar(e) | | 456,250 | 912,500 | 1,825,000 | | | | | | | | 2/20/2024 | | | | 4,165 | 83,299 | 166,598 | | 1,224,500 | | | 2/20/2024 | | | | | | | 83,299 | 1,224,500 | | Vasu Raja(e) | | 484,375 | 968,750 | 1,937,500 | | | | | | | | 2/20/2024 | | | | 5,043 | 100,850 | 201,700 | | 1,482,500 | | | 2/20/2024 | | | | | | | 100,850 | 1,482,500 |

  145. Grants of Plan-Based Awards in 2024

    | (a) Reflects potential payouts under the 2024 STIP. Ms. Aiyar and Mr. Raja terminated employment prior to the payment of the 2024 STIP and as such were not eligible to receive any STIP award. |

  146. Grants of Plan-Based Awards in 2024

    | (b) Represents the performance-vesting portion of the named executive officers’ 2024 annual RSU awards that vest on the third anniversary of the grant date, subject to the executive’s continued service and based on the Company’s achievement of (i) EBITDAR margin improvement relative to the EBITDAR margin improvement for a pre-defined group of airlines based on 2024-2026 EBITDAR margin over a 2023 baseline and (ii) average net promotor score performance goal for 2024-2026. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 5% and 200% depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved |

  147. Grants of Plan-Based Awards in 2024

    | (c) Represents the time-vesting portion of the named executive officers’ 2024 annual RSU awards that vest, subject to the executive’s continued employment, with respect to 66.66% of the shares on the first anniversary of the grant date and with respect to 33.33% of the shares on the second anniversary of the grant date. |

  148. Grants of Plan-Based Awards in 2024

    | (d) For the time-based vesting portion of each named executive officer’s RSU award, the grant date fair value is equal to the number of shares underlying the RSUs, multiplied by the closing price of our Common Stock on the date of grant. For the performance-vesting portion of each named executive officer’s RSU award, the grant date fair value is determined based on the closing price of our Common Stock on the date of grant multiplied by a factor reflecting achievement of the probable outcome (which was 100%) of the (i) EBITDAR margin improvement relative to the EBITDAR margin improvement for a pre-defined group of airlines based on 2024-2026 EBITDAR margin over a 2023 baseline and (ii) average net promotor score performance goal for 2024-2026. |

  149. Grants of Plan-Based Awards in 2024

    | (e) The unvested portion of Ms. Aiyar’s and Mr. Raja’s equity awards (including all of Mr. Raja’s 2024 equity awards) were forfeited in connection with their terminations of employment. |

  150. Grants of Plan-Based Awards in 2024

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  151. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides information regarding all outstanding equity awards held by each of our named executive officers as of December 31, 2024.

  152. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Stock Awards | | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(j) | Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(j) | | Robert Isom | 2/27/2024 | 361,969(a) | 6,309,120 | 180,985(b) | 3,154,560 | | | 9/20/2023 | 146,440(c) | 2,552,449 | 646,056(d) | 11,260,756 | | | 9/20/2023 | 70,189(e) | 1,223,394 | 631,699(f) | 11,010,514 | | | 2/24/2022 | - | - | 129,234(g) | 2,252,549 | | Steve Johnson | 2/20/2024 | 135,748(a) | 2,366,088 | 67,874(b) | 1,183,044 | | | 9/20/2023 | 47,840(c) | 833,851 | 211,056(d) | 3,678,706 | | | 9/20/2023 | 121,036(h) | 2,109,657 | - | - | | | 2/24/2022 | - | - | 95,342(g) | 1,661,818 | | Devon May | 2/20/2024 | 100,850(a) | 1,757,816 | 50,425(b) | 878,908 | | | 5/2/2023 | 29,136(c) | 507,840 | 128,540(d) | 2,240,443 | | | 12/12/2022 | 29,343(h) | 511,448 | - | - | | David Seymour | 2/20/2024 | 100,850(a) | 1,757,816 | 50,425(b) | 878,908 | | | 7/12/2023 | 4,148(e) | 72,300 | 18,300(f) | 318,969 | | | 5/2/2023 | 35,309(c) | 615,436 | 155,772(d) | 2,715,106 | | | 12/12/2022 | 55,868(h) | 973,779 | - | - | | Priya Aiyar(i) | 2/20/2024 | 83,299(a) | 1,451,902 | 41,650(b) | 725,951 | | | 7/12/2023 | 6,785(e) | 118,263 | 29,929(f) | 521,658 | | | 5/2/2023 | 29,136(c) | 507,840 | 128,540(d) | 2,240,443 | | | 12/12/2022 | 36,972(h) | 644,422 | - | - | | Vasu Raja(i) | - | - | - | - | - |

  153. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (a) Represents the time-vesting portion of the named executive officer’s 2024 annual RSU awards that vest, subject to the executive’s continued employment, with respect to 66.66% of the shares on the first anniversary of the grant date and with respect to 33.33% of the shares on the second anniversary of the grant date. |

  154. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (b) Represents the performance-vesting portion of the named executive officers’ 2024 annual RSU awards that vest on the third anniversary of the grant date, subject to the executive’s continued service and based on the Company’s achievement of (i) EBITDAR margin improvement relative to the EBITDAR margin improvement for a pre-defined group of airlines based on 2024-2026 EBITDAR margin over a 2023 baseline and (ii) average net promotor score performance goal for 2024-2026. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 5% and 200% depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved. Based on our expected attainment level as of December 31, 2024, the threshold number of RSUs is shown. |

  155. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (c) Represents the time-vesting portion of the named executive officer’s 2023 annual RSU awards that vest, subject to the executive’s continued employment, with respect to 66.66% of the shares on the first anniversary of the grant date and with respect to 33.33% of the shares on the second anniversary of the grant date. |

  156. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (d) Represents the performance-vesting portion of the named executive officers’ 2023 annual RSU awards that vest on the third anniversary of the grant date, subject to the executive’s continued service and based on the Company’s achievement of (i) total debt reduction from year-end 2022 to year-end 2025 and (ii) pre-tax income margin improvement relative to the pre-tax income margin improvement for a pre-defined group of airlines based on 2023-2025 pre-tax income margin over a 2019 baseline. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 25% and 200% depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved. Based on our expected attainment level as of December 31, 2024, the maximum number of RSUs is shown in respect of the shares tied to the total debt reduction goal and the target number of RSUs is shown in respect of the shares tied to the pre-tax income margin improvement goal. |

  157. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (e) Represents the time-vesting portion of the named executive officers’ 2023 one-time and promotion RSU awards that vest, subject to the executive’s continued employment, with respect to 66.66% of the shares on the first anniversary of the grant date and with respect to 33.33% of the shares on the second anniversary of the grant date. |

  158. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (f) Represents the performance-vesting portion of the named executive officers’ 2023 one-time and promotion RSU awards that vest on the third anniversary of the grant date, subject to the executive’s continued service and based on the Company’s achievement of (i) total debt reduction from year-end 2022 to year-end 2025 and (ii) pre-tax income margin improvement relative to the pre-tax income margin improvement for a pre-defined group |

  159. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 68 | |

  160. Outstanding Equity Awards at 2024 Fiscal Year-End

    | of airlines based on 2023-2025 pre-tax income margin over a 2019 baseline. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 25% and 200% depending on the Company’s performance, and no shares will be issued if threshold performance is not achieved. Based on our expected attainment level as of December 31, 2024, the maximum number of RSUs is shown in respect of the shares tied to the total debt reduction goal and the target number of RSUs is shown in respect of the shares tied to the pre-tax income margin improvement goal. |

  161. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (g) Represents the performance-vesting portion of the RSUs granted on February 24, 2022, that vested, subject to continued service, on February 24, 2025, based on the Company’s achievement of (i) total debt reduction from year-end 2021 to year-end 2024 and (ii) pre-tax income margin improvement relative to the pre-tax income margin improvement for a pre-defined group of airlines based on 2024 pre-tax income margin over a 2019 baseline. Based on our attainment of the total debt reduction goal from year-end 2021 to year-end 2024 at maximum and lower than threshold pre-tax income margin improvement, the award was earned at 120% of target in February 2025, which is the number of RSUs shown. |

  162. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (h) Represents time-vesting RSU awards that vest over three years, with one-third of the shares vesting on each of the first, second and third anniversaries of the grant date. |

  163. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (i) Unvested equity awards held by each of Ms. Aiyar and Mr. Raja were forfeited in connection with their terminations of employment in February 2025 and June 2024, respectively. |

  164. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (j) The market value of RSUs was calculated by multiplying $17.43, the closing price of a share of our Common Stock on December 31, 2024, by the number of unvested RSUs outstanding under the award. |

  165. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table provides information regarding the vesting of RSUs held by the named executive officers during the year ended December 31, 2024. Our named executive officers did not hold any options or SARs during 2024.

  166. Options Exercised and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(a) | | Robert Isom | 493,094 | 5,688,003 | | Steve Johnson | 200,979 | 2,393,342 | | Devon May | 106,900 | 1,591,940 | | David Seymour | 172,361 | 2,573,300 | | Priya Aiyar | 139,237 | 2,031,679 | | Vasu Raja | 68,539 | 949,951 |

  167. Options Exercised and Stock Vested

    | (a) Represents the closing market price of a share of our Common Stock on the date of vesting, multiplied by the number of shares that vested. |

  168. Options Exercised and Stock Vested

    | | 69 |

  169. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control This section quantifies payments that would be made to our named executive officers upon a change in control or following certain qualifying terminations of employment. For a description of these benefits, please see “Compensation Discussion and Analysis – Severance Benefits and Post Termination Restrictive Covenants.” The estimated amounts of the respective benefits for each of our named executive officers, other than Mr. Raja, assuming the triggering event occurred on December 31, 2024, are provided in the table below. The table below reflects the termination and/or change in control benefits payable to each named executive officer under agreements and plans in which he or she participates that were in effect as of the end of the fiscal year.

  170. Potential Payments Upon Termination or Change in Control

    | Executive Benefits and Payments Upon Termination | Change in Control ($) | Involuntary Termination ($) | Involuntary Termination with Change in Control ($) | Death ($) | Disability ($) | Any Other Qualifying Termination ($)(f) | | Robert Isom | | | | | | | | Base Salary(a) | - | 2,600,000 | 2,600,000 | - | - | - | | Annual Incentive Award(b) | - | 5,200,000 | 5,200,000 | 3,000,920 | 3,000,920 | - | | COBRA(c) | - | 57,303 | 57,303 | - | - | - | | Acceleration of Unvested RSUs(d) | 40,917,902 | 37,270,712 | 40,917,902 | 40,917,902 | 40,917,902 | 33,623,522 | | Flight Privileges(e) | - | 252,888 | 252,888 | 160,696 | 252,888 | 252,888 | | Steve Johnson | | | | | | | | Base Salary(a) | - | 1,275,000 | 1,275,000 | - | - | - | | Annual Incentive Award(b) | - | 1,912,500 | 1,912,500 | 1,471,605 | 1,471,605 | - | | COBRA(c) | - | 42,660 | 42,660 | - | - | - | | Acceleration of Unvested RSUs(d) | 13,016,208 | 11,833,164 | 13,016,208 | 13,016,208 | 13,016,208 | 11,833,164 | | Flight Privileges(e) | - | 268,005 | 268,005 | 186,865 | 268,005 | 268,005 | | Devon May | | | | | | | | Base Salary(a) | - | 1,162,500 | 1,162,500 | - | - | - | | Annual Incentive Award(b) | - | 1,453,125 | 1,453,125 | 1,118,170 | 1,118,170 | - | | COBRA(c) | - | 48,015 | 48,015 | - | - | - | | Acceleration of Unvested RSUs(d) | 6,755,363 | 5,017,548 | 6,755,363 | 6,775,363 | 6,755,363 | - | | Flight Privileges(e) | - | 391,190 | 391,190 | 284,277 | 391,190 | 391,190 | | David Seymour | | | | | | | | Base Salary(a) | - | 1,162,500 | 1,162,500 | - | - | - | | Annual Incentive Award(b) | - | 1,453,125 | 1,453,125 | 1,118,170 | 1,118,170 | - | | COBRA(c) | - | 42,777 | 42,777 | - | - | - | | Acceleration of Unvested RSUs(d) | 8,211,222 | 6,134,436 | 8,211,222 | 8,211,222 | 8,211,222 | - | | Flight Privileges(e) | - | 137,491 | 137,491 | 90,224 | 137,491 | 137,491 | | Priya Aiyar | | | | | | | | Base Salary(a) | - | 1,095,000 | 1,095,000 | - | - | - | | Annual Incentive Award(b) | - | 1,368,750 | 1,368,750 | - | - | - | | COBRA(c) | - | 13,785 | 13,785 | - | - | - | | Acceleration of Unvested RSUs(d) | 6,936,430 | 4,962,853 | 6,936,430 | 6,936,430 | 6,936,430 | - | | Flight Privileges(e) | - | 27,877 | 27,877 | - | - | - |

  171. Potential Payments Upon Termination or Change in Control

    | (a) On an involuntary termination, represents 24 months of base salary for Mr. Isom and 18 months of the executive’s base salary for Ms. Aiyar and Messrs. Johnson, May and Seymour. |

  172. Potential Payments Upon Termination or Change in Control

    | (b) On an involuntary termination, represents two times Mr. Isom’s annual target cash incentive and 1.5 times the executive’s annual target cash incentive for Ms. Aiyar and Messrs. Johnson, May and Seymour. On death or disability, amount represents the amount of the annual incentive award earned by each named executive officer under the 2024 STIP which was attained at 115.42% of target. |

  173. Potential Payments Upon Termination or Change in Control

    | (c) On an involuntary termination, represents a payment equal to 24 months’ COBRA premiums for Mr. Isom, and a payment equal to 18 months’ COBRA premiums for Ms. Aiyar and Messrs. Johnson, May and Seymour. |

  174. Potential Payments Upon Termination or Change in Control

    | (d) Aggregate value of unvested RSUs is calculated at a price of $17.43, the closing price of a share of our Common Stock on December 31, 2024, multiplied by the number of unvested RSUs outstanding under each award. The performance-vesting portion of the named executive officer’s 2022 RSU awards are valued based on our actual attainment level as of December 31, 2024 of 120% of target. The performance-vesting portion of the named executive officer’s 2023 RSU awards are valued based on our expected attainment level as of December 31, 2024 of 150% of target. The |

  175. Potential Payments Upon Termination or Change in Control

    | 70 | |

  176. Potential Payments Upon Termination or Change in Control

    | performance-vesting portion of the named executive officer’s 2024 RSU awards are valued based on target in the case of a change in control, involuntary termination with change in control, death and disability, and in the case of the involuntary termination and, if applicable, any other qualifying termination scenarios are valued at 50% of target. For a description of these vesting acceleration benefits, please see “Compensation Discussion and Analysis – Severance Benefits and Post Termination Restrictive Covenants.” |

  177. Potential Payments Upon Termination or Change in Control

    | (e) Each of Messrs. Isom, Johnson, May and Seymour are vested into positive space flight lifetime travel benefits and are entitled to continued receipt of these benefits upon their termination of employment, other than coverage of income tax liability. The calculation of the positive space lifetime travel benefits is based on the terms of the non-revenue travel policy for executive officers currently in effect. Under her severance agreement with the Company, in the case of an Involuntary Termination, Ms. Aiyar was entitled to travel privileges pursuant to the terms of the Company’s travel policy for officers during the 18-month period following the termination date. Reflects the present value of future travel calculated using a discount rate of 5.6% and Pri-2012 Employee Table, with white collar adjustments, increased by 3.0% at all ages, and then projected generationally from 2012 with Scale MP-2021, and assumes the annual level of usage is the same as the executive’s actual usage for 2024 (excluding travel between Phoenix and Dallas/Fort Worth and between Orange County and Dallas/Fort Worth for Mr. Johnson) with a valuation based on imputed income and a 1% annual increase in the cost of travel. |

  178. Potential Payments Upon Termination or Change in Control

    | (f) Represents for Messrs. Isom and Johnson, the vesting of certain RSUs on any termination without “cause,” including retirement. |

  179. Potential Payments Upon Termination or Change in Control

    On July 11, 2024, the Company entered into a Separation Agreement with Mr. Raja which provided the following benefits: continuation of his base salary through January 31, 2025 (the “Severance Period”), which was approximately seven months of base salary totaling $462,019, a lump sum payment of $968,750, payable only following the expiration of the Severance Period, subject to Mr. Raja’s continued compliance with the restrictive covenants through the expiration of such Severance Period, the continuation of certain travel privileges, including unlimited reserved travel in any class of service for executive and executive’s spouse or registered companion and eligible dependent children during the Severance Period subject to the terms and conditions of the Company’s officer travel policy with an imputed taxable income to the executive of $2,342, and a payment in lieu of health benefits of $261. All of Mr. Raja’s outstanding unvested equity awards were forfeited and canceled. The severance benefits were subject to Mr. Raja’s performance of his continuing obligations pursuant to the Separation Agreement, including compliance with post-termination non-competition and non-solicitation covenants through the Severance Period. His total severance packaged totaled approximately $1.4 million, which was approximately only 30% of his annual total target compensation of approximately $4.7 million. Mr. Raja’s severance package value is significantly below the benefits provided under the severance agreements of other Executive Vice Presidents, Messrs. May, Seymour and Ms. Aiyar, as outlined above. Ms. Aiyar resigned from the Company effective February 21, 2025 and did not receive any separation benefits in connection with her resignation.

  180. CEO Pay Ratio

    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 Mr. Isom, who served as CEO as of December 31, 2024. We offer competitive compensation to our team members. As one of the world’s largest airlines, some of our unique characteristics may make comparisons to the pay ratios at other airlines or companies difficult. We employ over 130,000 team members; our route network is vast and unique; and we insource more of our flying and services than our U.S. peers. For example, American operates three wholly-owned regional airlines, and approximately 23% of our total workforce is employed by those airlines. Additionally, our pay ratio includes approximately 16% part-time and temporary team members. In 2024, mainline and regional salaries, wages and benefits were our largest expense and represented approximately 36% of our total operating expenses. Approximately 87% of our employees as of December 31, 2024 were represented by various labor unions responsible for negotiating the collective bargaining agreements covering their compensation and job duties, among other things. The Company’s employment footprint is quite diverse—with some positions requiring initial education and licensing requirements as well as ongoing certification work. Compensation for positions with more rigorous requirements for continued employment and that draw from smaller applicant pools generally utilize higher pay bands than those positions with fewer educational and training requirements and larger applicant pools. For 2024, the median annual total compensation of all team members across American (other than our CEO) was $81,744, while the annual total compensation of our CEO was $15,610,843, as outlined in the “Summary Compensation Table” above. Based on this information, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was estimated to be 191 to 1, calculated in accordance with SEC rules. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

  181. CEO Pay Ratio

    | | 71 |

  182. Pay Ratio Comparisons

    Pay Ratio Comparisons The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  183. Pay Ratio Comparisons

    | 72 | |

  184. Pay Versus Performance

    Pay Versus Performance In accordance with SEC rules, the table below sets forth additional information concerning the compensation of each individual who served as our Chief Executive Officer (“CEO”) and our other (“non-CEO”) named executive officers (“NEOs”) for each of the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020, and our financial and total stockholder return (“TSR”) performance for each such fiscal year. Mr. Isom has served as our CEO beginning March 2022 and Mr. Parker served as our CEO prior to that. The COVID-19 pandemic was the most challenging time in our industry’s history. It resulted in drastic disruptions in global demand for air travel and a severe decline in our business. Despite these challenges, we remained consistent in our approach and philosophy that our executive compensation programs provide both fair pay and pay-for-performance and align with the interests of stockholders. We achieved key objectives and strong financial performance in 2024, including:

  185. Pay Versus Performance

    | • | Produced record full-year revenue of $54.2 billion, full-year net income of $846 million and, excluding special items, full-year net income of $1.4 billion (1) |

  186. Pay Versus Performance

    | • | Generated $4 billion in full-year operating cash flow and record full-year free cash flow of $2.2 billion (1) |

  187. Pay Versus Performance

    | • | Operated nearly 2.2 million flights with an average load factor of 84.9% |

  188. Pay Versus Performance

    | • | Delivered strong operational results, achieving our second-best completion factor since the merger of American and US Airways, on our largest-ever passenger volume |

  189. Pay Versus Performance

    | (1) See Appendix B for a reconciliation of net income excluding net special items (non-GAAP measure), and for the calculation of free cash flow (non-GAAP measure). |

  190. Pay Versus Performance Table

    Pay Versus Performance Table

  191. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total: Mr. Isom ($) (1) | CAP: Mr. Isom ($) (2) | Summary Compensation Table Total: Mr. Parker ($) (1) | CAP: Mr. Parker ($) (2) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (1) | Average CAP: Non-CEO NEOs ($) (2) | AAG Total Stockholder Return ($) (3) | Peer Group Total Stockholder Return ($) (3) | Net Income (Loss) ($) (in millions) | Adjusted Pre-Tax Income Margin % (4) | | 2024 | 15,610,843 | 23,988,818 | - | - | 4,648,523 | 4,531,378 | 61.00 | 60.99 | 846 | 3.4% | | 2023 | 31,438,162 | 33,817,502 | - | - | 9,530,121 | 9,827,888 | 48.08 | 61.60 | 822 | 4.7% | | 2022 | 4,886,649 | 3,507,095 | 6,537,694 | 3,881,181 | 3,400,714 | 2,422,634 | 44.52 | 48.04 | 127 | 0.9% | | 2021 | - | - | 7,238,011 | 8,128,613 | 3,892,813 | 4,197,060 | 62.85 | 74.23 | (1,993) | (23.2%) | | 2020 | - | - | 10,663,866 | (614,164) | 4,245,970 | 736,998 | 55.19 | 75.55 | (8,885) | (70.7%) |

  192. Pay Versus Performance Table

    | (1) Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for Messrs. Isom and Parker for each year where they served as CEO and the average of the total compensation as reported in the Summary Compensation Table for our remaining NEOs for the relevant fiscal year, which captures the individuals indicated in the table below for each fiscal year: |

  193. Pay Versus Performance Table

    | Year | CEO | Non-CEO NEOs | | 2024 | Robert Isom | Steve Johnson, Devon May, David Seymour, Priya Aiyar, and Vasu Raja | | 2023 | Robert Isom | Steve Johnson, Priya Aiyar, Devon May, and Vasu Raja | | 2022 | Robert Isom and Doug Parker | Derek Kerr, Steve Johnson, Maya Leibman, and David Seymour | | 2021 | Doug Parker | Robert Isom, Derek Kerr, Steve Johnson, and Maya Leibman | | 2020 | Doug Parker | Robert Isom, Derek Kerr, Steve Johnson, and Maya Leibman |

  194. Pay Versus Performance Table

    | | 73 |

  195. Pay Versus Performance Table

    | (2) Compensation Actually Paid (“CAP”) to Mr. Isom and the remaining NEOs for 2024 reflects the following adjustments from total compensation reported in the Summary Compensation Table: |

  196. Pay Versus Performance Table

    | | 2024 | | | Adjustments | Mr. Isom ($) | Average Non-CEO NEOs ($) | | Deduction for amounts reported under the “Stock Awards” column of Summary Compensation Table for Fiscal Year 2024 (“FY24”) | (11,250,000) | (3,067,000) | | Year-end Fair Value of Outstanding and Unvested Equity Awards Granted in FY24 | 9,463,680 | 2,200,086 | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years based on change from FY23 Year-end to FY24 Year-end | 11,251,403 | 1,386,688 | | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in FY24 based on change from FY23 Year-end to Vesting Date in FY24 | (1,087,108) | 17,375 | | Deduction of FY23 Year-end Fair Value of Equity Awards Granted in Prior Years that were Forfeited during FY24 | - | (654,293) | | Total Adjustments | 8,377,975 | (117,145) |

  197. Pay Versus Performance Table

    | Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined by reference to (1) for time-based RSU awards, the closing price of a share of our Common Stock on the applicable year-end date(s) or, in the case of vesting dates, the closing price of a share of our Common Stock on the applicable vesting dates, and (2) for performance-based RSU awards, the same valuation methodology as time-based RSU awards except year-end values are multiplied by a factor reflecting achievement of the probable outcome of the applicable performance conditions as of the measurement date (which as of December 31, 2024 was 120%, 150% and 50% of target for the 2022, 2023 and 2024 grants, respectively). |

  198. Pay Versus Performance Table

    | (3) Pursuant to the SEC rules, TSR reflects an initial investment of $100 on December 31, 2019, and that all dividends, if any, were reinvested. The Peer Group Total Stockholder Return represents the cumulative TSR of the ARCA Airline Index (the “Peer Group TSR”). |

  199. Pay Versus Performance Table

    | (4) Adjusted pre-tax income margin is a non-GAAP measure and excludes net special items. See Appendix B for a reconciliation of pre-tax income margin excluding net special items, a non-GAAP measure. |

  200. Pay Versus Performance Tabular List

    Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for 2024:

  201. Pay Versus Performance Tabular List

    | • | Stock price/total stockholder return; |

  202. Pay Versus Performance Tabular List

    | • | Adjusted pre-tax income and pre-tax income margin; |

  203. Pay Versus Performance Tabular List

    | • | EBITDAR margin; |

  204. Pay Versus Performance Tabular List

    | • | TRASM; and |

  205. Pay Versus Performance Tabular List

    | • | Adjusted CASM. |

  206. Pay Versus Performance Tabular List

    For additional details regarding our performance measures, please see the sections entitled “Annual Cash Incentive Program” and “Long-Term Incentive Programs” in our “Compensation Discussion and Analysis” beginning on pages 54 and 56, respectively.

  207. Pay Versus Performance Tabular List

    | 76 | |

  208. Pay Versus Performance Tabular List

    EQUITY COMPENSATION PLAN INFORMATION The following table provides information about our Common Stock that may be issued under our equity compensation plans as of December 31, 2024, which consists of the 2023 Incentive Award Plan (the “2023 Plan”) and the 2013 Incentive Award Plan (the “2013 Plan”).

  209. Pay Versus Performance Tabular List

    | Plan Category | (i) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | (ii) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights ($) | (iii) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (i)) | | Equity Compensation Plans Approved by Security Holders(a) | 8,345,550(b) | - | 9,675,660 | | Equity Compensation Plans Not Approved by Security Holders | - | - | - | | Total | 8,345,550 | - | 9,675,660 |

  210. Pay Versus Performance Tabular List

    | (a) On May 10, 2023, our stockholders approved the 2023 Plan which replaced the 2013 Plan. The 2013 Plan was approved by the Bankruptcy Court in connection with AMR Corporation’s bankruptcy plan and further approved by the Board on December 9, 2013. Under Delaware law, as part of the reorganization, the 2013 Plan was deemed to be approved by our stockholders. |

  211. Pay Versus Performance Tabular List

    | (b) Consists of 8,345,550 stock-settled RSUs. |

  212. Pay Versus Performance Tabular List

    | | 77 |

  213. Pay Versus Performance Tabular List

    OTHER MATTERS