DEF 14A of United Airlines Holdings, Inc., Apr 12, 2024

DEF 14A of United Airlines Holdings, Inc.

Filed Apr 12, 2024 · FY20230001558370-24-005036

Open on EDGAR

  1. Item 1 | Election of Directors (► see page 17 for more information)

    Item 1 | Election of Directors (► see page 17 for more information) The Board has nominated the following 11 director nominees for election by the holders of shares of our Common Stock: Ms. Rosalind Brewer, Ms. Michelle Freyre, Mr. Matthew Friend, Mr. Barney Harford, Ms. Michele Hooper, Mr. Walter Isaacson, Mr. Scott Kirby, Mr. Edward M. Philip, Mr. Edward L. Shapiro, Ms. Laysha Ward and Mr. James M. Whitehurst. The United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International (the “ALPA”) has nominated and intends to reelect Captain Anne Worster at the Annual Meeting. The International Association of Machinists and Aerospace Workers (the “IAM”) has nominated and intends to reelect Mr. Richard Johnsen at the Annual Meeting. A more detailed discussion on how directors are selected and elected, how Board governance operates, how the Board is organized, how you can communicate with directors and how directors are paid can be found beginning on page 36.

  2. Item 1 | Election of Directors (► see page 17 for more information)

    | The Board Recommends you vote FOR each of the nominees | Vote Required We have majority voting in uncontested elections of directors. Accordingly, our bylaws provide that each director will be elected by vote of a majority of the votes cast with respect to that director’s election. Abstentions and broker non-votes will have no effect on the election of directors. |

  3. Director Nominee Details

    Director Nominee Details The following tables provide summary information of our Board if our director nominees are elected.

  4. Director Nominee Details

    | | Independent Chair of Board since 2021 2 New Independent Directors elected to our Board in 2024 7 of 13 Directors joined our Board within the last five years 10 of 13 Directors (10 of 11 nominees elected by the holders of Common Stock) are independent 5 of 13 Directors are women and/or racial/ethnically diverse | |

  5. Director Nominee Details

    | 2024 Proxy Statement | 5 |

  6. Director Nominee Details

    | Name and Principal Occupation | | Age | Director Since | Independent Director | Other Current Public Boards | Current Committee Memberships | | | | | | | | | | | | | Audit | Compensation | Executive | Finance(1) | Nominating/ Governance | Public Responsibility | | Directors to be Elected by the Holders of Common Stock | | | | | | | | | | | | | | Rosalind Brewer Special Advisor and Former CEO of Walgreens Boots Alliance | 61 | 2024 | | – | | ¢ | | ¢ | | | | | Michelle Freyre Global Brand President of Clinique and Origins, The Estée Lauder Companies, Inc. | 53 | 2024 | | – | | | | ¢ | | ¢ | | | Matthew Friend EVP and CFO, NIKE, Inc. | 46 | 2021 | | – | ¢ ▲ | ¢ | | | | | | | Barney Harford Former COO, Uber Technologies, Inc. | 52 | 2016 | | – | ¢ | | | ¢ | | ¢ | | | Michele J. Hooper President and CEO, The Directors’ Council | 72 | 2018 | | 1 | ▲ | | ¢ | | ¢ | | | | Walter Isaacson Advisory Partner, Perella Weinberg Partners | 72 | 2006 | | – | | | ¢ | | ¢ | | | | J. Scott Kirby CEO, United Airlines Holdings, Inc. | 56 | 2020 | CEO | 1 | | | ¢ | ¢ | | | | | Edward M. Philip « Former COO, Partners in Health | 59 | 2016 | | 2 | ¢ ▲ | | | | | | | | Edward L. Shapiro Former Managing Partner, PAR Capital Management, Inc. | 59 | 2016 | | – | | | | ¢ | ¢ | ¢ | | | Laysha Ward Strategic Advisor, Target Corporation | 56 | 2021 | | 1 | | | | | ¢ | ¢ | | | James M. Whitehurst Former President, International Business Machines Corporation | 56 | 2016 | | 2 | | | ¢ | | ¢ | | | Directors to be Elected by the Holders of Other Classes of Stock | | | | | | | | | | | | | | Captain Anne Worster Master Executive Council Chairman, United Airline Pilots Master; Executive Council of the ALPA | 60 | 2024 | | – | | | | | | ¢ | | | Richard Johnsen General Vice President, IAM Transportation Department | 55 | 2021 | | – | | | | | | ¢ | | Number of Meetings in 2023 | | Board–7 | | | | 8 | 6 | 4 | 4 | 4 | 4 |

  7. Director Nominee Details

    | | Committee Chair | ¢ | Committee Member | « | Chairman of the Board | ▲ | Audit Committee Financial Expert | | | (1)A new Finance Committee chair will be appointed at the next Board meeting. | | | | | | |

  8. Director Nominee Details

    | 6 | 2024 Proxy Statement |

  9. Director Nominee Details

    | Director Nominee Skills and Experience | | Brewer | Freyre | Friend | Harford | Hooper | Isaacson | Johnsen | Kirby | Philip | Shapiro | Ward | Worster | Whitehurst | | | ACTIVE OR FORMER C-SUITE EXECUTIVE: Service in senior leadership positions, including past CEO experience or other senior executive positions | | | | | | | | | | | | | | | | AIR, TRAVEL & TRANSPORTATION: Experience as a business leader, regulator or consultant in the industry | | | | | | | | | | | | | | | | CURRENT OR FORMER FORTUNE 500 BOARD: Current or past service on the boards of other publicly traded Fortune 500 companies listed on U.S. exchanges | | | | | | | | | | | | | | | | FINANCE/ACCOUNTING/CAPITAL ALLOCATION: Experience in evaluating financial statements or overseeing capital structure and financial strategy | | | | | | | | | | | | | | | | GLOBAL OPERATIONS: Leadership at a global company or experience overseeing international corporate strategy, operations or development | | | | | | | | | | | | | | | | HUMAN CAPITAL MANAGEMENT/UNION RELATIONS: Experience in human capital management, human resources, talent acquisition and management or labor relations and unions | | | | | | | | | | | | | | | | RETAIL / BRAND MANAGEMENT: Experience in consumer marketing, sales or brand management | | | | | | | | | | | | | | | | RISK MANAGEMENT: Experience in risk management and oversight, including risk assessment, identification and mitigation | | | | | | | | | | | | | | | | TECHNOLOGY/CYBERSECURITY: Experience in e-commerce, cybersecurity, data analytics or information technology | | | | | | | | | | | | | | | Race/Ethnicity | | | | | | | | | | | | | | | | African American or Black | | | | | | | | | | | | | | | | Hispanic or Latino | | | | | | | | | | | | | | | | White or Caucasian | | | | | | | | | | | | | | | | Gender | | | | | | | | | | | | | | | | Female | | | | | | | | | | | | | | | | Male | | | | | | | | | | | | | | |

  10. Director Nominee Details

    | 2024 Proxy Statement | 7 |

  11. Compensation Program Highlights

    Compensation Program Highlights Our 2023 executive compensation program (the “2023 Program”) was designed to motivate and reward our management team for advancing United’s strategic priorities. It features long-term performance-based equity awards and applies three-year vesting to our time-based equity awards. The following is a high-level summary of the 2023 Program.

  12. 2023 TOTAL TARGET COMPENSATION MIX

    | Short-Term Incentive Program | | | Long-Term Incentive Program | | | | ● Our executives are eligible to receive an annual cash short-term incentive award, which is earned based on achievement of performance metrics that align with our business strategy. | | | ● We granted restricted stock unit (“RSU”) and performance-based restricted stock unit (“PBRSU” or “Performance-Based RSU”) awards to our executives in 2023. ● Equity awards provide a significant stake in the long-term financial success of United that is aligned with stockholder interests. | | | | 2023 Short-Term Incentive Program Weighted Metrics | | | Performance-Based RSUs | | | | 33% | | Financial: This metric is based on our adjusted EBITDA margin improvement relative to our industry peers. | 50% | | Performance-Based RSUs reward achievement of financial, operational and strategic goals. | | 33% | | Net Promoter Score (“NPS”): This customer-based metric provides continued focus on taking care of our customers and measures success toward positioning the United brand as the preferred choice for airline travel. | RSUs | | | | | | | 50% | | Vest one-third per year over a three-year period. | | 33% | | Operational Excellence: This features three key airline operational metrics—on-time departures, mishandled baggage rate and seat cancellations. | | | |

  13. Item 1-Election of Directors

    Item 1-Election of Directors Our Amended and Restated Bylaws provide that the number of directors shall be determined by the Board, which has currently set the number at 15. The Board reserves the right to increase or decrease its size at any time. Upon the recommendation of the Nominating/Governance Committee, which consists of only independent directors, the Board has unanimously nominated the following 11 nominees (Ms. Brewer, Ms. Freyre, Mr. Friend, Mr. Harford, Ms. Hooper, Mr. Isaacson, Mr. Kirby, Mr. Philip, Mr. Shapiro, Ms. Ward and Mr. Whitehurst) for election by the holders of shares of our Common Stock as directors of the Company at the Annual Meeting. If all of the nominees are elected at the Annual Meeting, the size of the Board will be reduced to 13. Proxies cannot be voted for a greater number of persons than the number of nominees named. The ALPA, the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, which provides the ALPA with the right to elect one member to the Board at each annual meeting of stockholders (the “ALPA director”). The ALPA has nominated and intends to reelect Captain Anne Worster as the ALPA director at the Annual Meeting. The IAM, the sole holder of the Company’s Class IAM Junior Preferred Stock, which provides the IAM with the right to elect one member to the Board at each annual meeting of stockholders (the “IAM director”), has nominated and intends to reelect Mr. Johnsen at the Annual Meeting. Other than Ms. Brewer, who was appointed to the Board effective February 28, 2024, and Ms. Freyre, who was appointed to the Board effective April 1, 2024, to serve until the 2024 Annual Meeting and to stand for election by stockholders at the meeting, each Board nominee being voted on by holders of Common Stock was elected by our stockholders at the 2023 Annual Meeting. In accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, we have a declassified Board, which means that if elected all nominees will serve a one-year term of office that would expire at the next annual meeting of stockholders. Each director will hold office until his or her successor is elected and qualified or until his or her earlier resignation, removal from office or death. Each of the directors nominated by the Board has consented to serving as a nominee, being named in this Proxy Statement and serving on the Board, if elected. Consequently, the Board knows of no reason why any of the nominees would be unable or unwilling to serve. However, if for any reason any nominee is unable or unwilling to serve as a director, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one. Alternatively, the Board may reduce the number of directors who serve on the Board to eliminate the vacancy. In accordance with our Corporate Governance Guidelines, any nominee who is currently a director and for whom more votes are cast against than are cast for must offer to resign from the Board. There are no family relationships among the director nominees or between the director nominees and any executive officer. As previously disclosed, Captain Garth Thompson resigned from the Board on February 27, 2024 in connection with the conclusion of his term as the master chair of the ALPA-MEC and the ALPA subsequently appointed Captain Anne Worster to fill the ALPA director vacancy resulting from Captain Thompson’s departure. We thank Captain Thompson for his Board service and contributions to the Company. Additionally, Ms. Carolyn Corvi, on March 28, 2024, and Mr. James A. C. Kennedy, on March 29, 2024, notified the Company of their respective decisions not to stand for reelection to the Board. We thank Ms. Corvi and Mr. Kennedy for their Board service and contributions to the Company. The Board asks in Item 1 for your voting support so we can continue our important work and build on our success. All of the nominees are expected to attend the Annual Meeting.

  14. Item 1-Election of Directors

    | The Board Recommends you vote FOR each of the nominees | Vote Required We have implemented majority voting in uncontested elections of directors. Accordingly, our bylaws provide that each director will be elected by vote of a majority of the votes cast with respect to that director’s election. Abstentions and broker non-votes will have no effect on the election of directors. |

  15. Item 1-Election of Directors

    | 2024 Proxy Statement | 17 |

  16. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK Eleven directors are to be elected by the holders of Common Stock. Each current director has served continuously since the date of his or her appointment.

  17. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | 22 | 2024 Proxy Statement |

  18. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | ROSALIND BREWER-Independent Director | | | | | EXPERIENCE Walgreens Boots Alliance, Inc. (retail pharmacy and health care company) Special Advisor (2023-present) Chief Executive Officer (2021-2023) Starbucks Corporation (beverage retailing company) Group President and Chief Operating Officer (2017-2021) Sam’s Club (membership-only retail warehouse club) President and Chief Executive Officer (2012-2017) Walmart Inc. (retail company) Multiple roles (2006-2012), including Senior Vice President, Operations (2007-2008) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS Walgreens Boots Alliance, Inc. (2021-2023) Amazon.com, Inc. (2019-2021) Starbucks Corporation (2019-2021) Lockheed Martin Corporation (2011-2019) EDUCATION Spelman College, BS, Chemistry | | Director Since: 2024 Age: 61 Committees: Compensation Finance | | |

  19. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    Skills and Qualifications:

  20. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | | Active or Former C-Suite Executive: Ms. Brewer has extensive executive leadership experience through her positions as Chief Executive Officer of Walgreens Boots Alliance, Inc. (“Walgreens”), Group President and Chief Operating Officer at Starbucks Corporation and President and Chief Executive Officer of Sam’s Club. | | | Current or Former Fortune 500 Board: Ms. Brewer brings the benefit of her previous public company board experience, having served on the boards of directors of Walgreens, Amazon.com, Inc., Starbucks Corporation and Lockheed Martin Corporation. | | | Finance / Accounting / Capital Allocation: Through her extensive senior executive experience, including as chief executive officer and chief operating officer of various companies, Ms. Brewer has gained a broad base of knowledge regarding financial statements and financial strategy. | | | Global Operations: Ms. Brewer has senior executive experience as well as experience being a board member of various large companies with global operations. | | | Retail / Brand Management: Having experience at Walgreens, Starbucks Corporation, Sam’s Club and Walmart, Inc., Ms. Brewer has a wide base of experience with consumer facing brands. | | | Technology / Cybersecurity: During her time as Chief Executive Officer of Walgreens, Group President and Chief Operating Officer of Starbucks Corporation and President and Chief Executive Officer of Sam’s Club, Ms. Brewer developed a successful track record of implementing large digital transformations and fostering innovation among leadership with regards to new technologies. |

  21. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | 2024 Proxy Statement | 23 |

  22. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | MICHELLE FREYRE-Independent Director | | | | | EXPERIENCE The Estée Lauder Companies Inc. (cosmetics company) Global Brand President, Clinique and Origins (2022-present) Global Brand President, Clinique (2021-2022) Senior Vice President, Global General Manager (2020-2021) Johnson & Johnson (healthcare products company) President, U.S. Beauty, Consumer Division (2016-2019) General Manager, Neutrogena Corp. (2013-2016) Multiple roles (1999-2013), including National Sales Director of U.S. Skincare Brands (2011-2013) PepsiCo (food and beverage company) Associate Brand Manager (1998-1999) Assistant Brand Manager (1997-1998) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION Harvard Business School, Master of Business Administration Yale University, BA, Economics | | Director Since: 2024 Age: 53 Committees: Finance Public Responsibility | | |

  23. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    Skills and Qualifications:

  24. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | | Active or Former C-Suite Executive: Ms. Freyre has extensive senior leadership experience through her position as Global Brand President, Clinique and Origins, at The Estée Lauder Companies (“Estée Lauder”), where she is responsible for guiding the brand’s overall strategic vision, including innovation, product development, marketing, and all facets of consumer engagement, as well as through her past experience in various leadership roles within the Consumer Health Products division of Johnson & Johnson, where she most recently served as President of U.S. Beauty. | | | Global Operations: Ms. Freyre has experience as a senior executive of Estée Lauder and Johnson & Johnson, both of which are large companies with a multinational presence. | | | Retail / Brand Management: Ms. Freyre brings extensive brand management, product development and marketing expertise as Global Brand President, Clinique and Origins, of Estée Lauder, as well as through her experience as President of U.S. Beauty at Johnson & Johnson. |

  25. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | 24 | 2024 Proxy Statement |

  26. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | MATTHEW FRIEND-Independent Director | | | | | EXPERIENCE NIKE, Inc. (apparel company) Executive Vice President and Chief Financial Officer (2020-present) Chief Financial Officer, Nike Operating Segments and VP of Investor Relations (2019-2020) Vice President and Chief Financial Officer, Nike Brand (2017-2019) Vice President and Chief Financial Officer, Nike Global Brands and Functions (2016-2017) Multiple roles (2009-2016), including Vice President & CFO, Emerging Markets (2011-2014) Goldman Sachs (financial institution) Senior Vice President, Technology, Media & Telecom Group (2005-2009) Morgan Stanley (financial institution) Associate (2002-2005) Analyst (2000-2002) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION University of California, Berkeley, BS, Business Administration | | Director Since: 2021 Age: 46 Committees: Audit Compensation | | |

  27. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | Skills and Qualifications: | | | | Active or Former C-Suite Executive: Mr. Friend has senior leadership experience through his position as Chief Financial Officer of NIKE, Inc. (“NIKE”) and as a member of NIKE’s leadership team, including serving as an executive sponsor of the Women of Nike employee group. | | | Finance / Accounting / Capital Allocation: Mr. Friend brings experience in corporate strategy and development as well as a decade of experience in investment banking and mergers and acquisitions. | | | Global Operations: During his time as an executive officer at NIKE, Mr. Friend gained global operations experience, including in the Asia Pacific region, China, Latin America and Europe. | | | Retail / Brand Management: Mr. Friend brings extensive management and direct-to-customer business expertise to the Board as Executive Vice President and Chief Financial Officer of NIKE. | | | Risk Management: Mr. Friend brings expertise in identifying, managing and mitigating key strategic and operational risks through his experience as Chief Financial Officer of NIKE. | | | Technology / Cybersecurity: As Chief Financial Officer, Mr. Friend manages NIKE’s technology risks, including operational resilience, privacy and data protection and cybersecurity. |

  28. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | 2024 Proxy Statement | 25 |

  29. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | BARNEY HARFORD-Independent Director | | | | | EXPERIENCE Uber Technologies (ridesharing and local services company) Chief Operating Officer (2018-2019) Orbitz Worldwide, Inc. (online travel company) Chief Executive Officer (2009-2015) Expedia, Inc. (online travel company) Multiple roles (1999-2006), including President of Expedia Asia Pacific (2004-2006) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION INSEAD, Master of Business Administration University of Cambridge, BA, MA, Natural Sciences | | Director Since: 2016 Age: 52 Committees: Audit Finance Public Responsibility | | |

  30. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | Skills and Qualifications: | | | | Active or Former C-Suite Executive: Mr. Harford has served in various senior positions at Orbitz, Expedia and Uber. | | | Air / Travel / Transportation: Mr. Harford brings travel industry and ecommerce insight having served as Chief Executive Officer of Orbitz Worldwide, Inc. | | | Global Operations: Mr. Harford provides experience with international markets, in particular the Asia Pacific region, having led Expedia’s entry into China, Australia and Japan. | | | Retail / Brand Management: Having experience at Orbitz, Expedia and Uber, Mr. Harford has a wide base of experience with consumer facing brands. | | | Risk Management: Mr. Harford has extensive prior experience and leadership in risk management, including as Chief Executive Officer of Orbitz and Chief Operating Officer of Uber as well as through his past service on other boards with complex risk management profiles. | | | Technology / Cybersecurity: During his time at Orbitz, Mr. Harford developed a successful track record deploying large technology teams. |

  31. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | 26 | 2024 Proxy Statement |

  32. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | MICHELE J. HOOPER-Independent Director | | | | | EXPERIENCE The Directors’ Council (consulting firm) President and Chief Executive Officer (2013-present) Voyager Expanded Learning (provider of educational training services) President and Chief Executive Officer (1999-2000) Stadtlander Drug Company (pharmaceutical company) President and Chief Executive Officer (1998-1999) | OTHER PUBLIC COMPANY DIRECTORSHIPS UnitedHealth Group, Inc. (2007-present) FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS PPG Industries, Inc. (1997-2020) EDUCATION University of Chicago, Master of Business Administration University of Pennsylvania, BS, Economics | | Director Since: 2018 Age: 72 Committees: Audit (Chair) Executive Nominating/Governance | | |

  33. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | Skills and Qualifications: | | | | Active or Former C-Suite Executive: As President and Chief Executive Officer of The Directors’ Council, a consulting firm that works with corporate boards to increase their independence, effectiveness and diversity, she has consulted with major companies to enhance the effectiveness of their corporate governance. | | | Current or Former Fortune 500 Board: Ms. Hooper has been a director of Target Corporation, Warner Music Group Corporation and PPG Industries, Inc. and she is currently a director at UnitedHealth Group, Inc. | | | Finance / Accounting / Capital Allocation: Through her extensive experience as a chief executive officer of various companies, Ms. Hooper has gained a broad base of knowledge regarding financial statements and financial strategy. | | | Global Operations: Ms. Hooper has experience as a board member of large companies with global operations. | | | Retail / Brand Management: During her time at Target Corporation and Warner Music Group Corporation, Ms. Hooper gained experience with consumer facing businesses. | | | Risk Management: Ms. Hooper has significant public company audit committee experience, with over 20 years of experience chairing audit committees at PPG Industries, Inc., AstraZeneca PLC, Warner Music Group Corporation and Target Corporation. Ms. Hooper’s corporate governance and accounting experience, along with her experience as a senior executive at a range of companies, provides the Board with a unique set of skills that enhances the Board’s leadership, risk management and oversight capabilities. |

  34. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | 2024 Proxy Statement | 27 |

  35. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | WALTER ISAACSON-Independent Director | | | | | EXPERIENCE Perella Weinberg Partners (financial services firm) Advisory Partner (2017-present) The Aspen Institute (international education and leadership institute) President and Chief Executive Officer (2003-2018) CNN (media company) Chairman and Chief Executive Officer (2001-2003) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION University of Oxford, Pembroke College, BA, Philosophy, Politics and Economics Harvard University, AB, History and Literature | | Director Since: 2006 Age: 72 Committees: Public Responsibility (Chair) Executive Nominating/Governance | | |

  36. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | Skills and Qualifications: | | | | Active or Former C-Suite Executive: Mr. Isaacson has extensive senior leadership experience from his time as the chairman of CNN, the editor of TIME magazine, the Chief Executive Officer of The Aspen Institute (where he is now a Distinguished Fellow), an Advisory Partner at Perella Weinberg Partners, the chair emeritus of Teach for America and the chairman of the Broadcasting Board of Governors. | | | Current or Former Fortune 500 Board: Mr. Isaacson is the previous Chairman of the board of directors of CNN. | | | Global Operations: Mr. Isaacson has experience as a former executive officer at large companies with a multinational presence. |

  37. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | 28 | 2024 Proxy Statement |

  38. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | J. SCOTT KIRBY-Chief Executive Officer and Director | | | | | EXPERIENCE United Airlines Holdings, Inc. Chief Executive Officer (May 2020-present) President (August 2016-May 2020) American Airlines Group and American Airlines, Inc. (airline company) President (2013-August 2016) US Airways (airline company) President (2006-2013) | OTHER PUBLIC COMPANY DIRECTORSHIPS CVS Health Corporation (2023-present) FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION The George Washington University, MS, Operations Research United States Air Force Academy, BS, Computer Science and Operations Research | | Director Since: 2020 Age: 56 Committees: Executive Finance | | |

  39. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | Skills and Qualifications: | | | | Active or Former C-Suite Executive: As our Chief Executive Officer, Mr. Kirby is responsible for the Company’s business and ongoing operations and management’s efforts to implement the strategic priorities identified by the Board. | | | Air / Travel / Transportation: Through his time at US Airways, American Airlines and now with the Company, Mr. Kirby has extensive and valuable experience in the airline industry. | | | Current or Former Fortune 500 Board: Mr. Kirby currently serves on the board of directors of CVS Health Corporation. | | | Finance / Accounting / Capital Allocation: Mr. Kirby brings to the Board valuable expertise based on his development and implementation of the Company’s strategic growth plans, including its financial strategies, in connection with his role as Chief Executive Officer and President of the Company. | | | Global Operations: Mr. Kirby has key expertise in the Company’s domestic and international operations. | | | Retail / Brand Management: Mr. Kirby brings valuable expertise to the Board from his experience with marketing, sales, alliances and network planning at the Company. |

  40. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | 2024 Proxy Statement | 29 |

  41. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | EDWARD M. PHILIP-Chairman of the Board and Independent Director | | | | | EXPERIENCE Partners in Health (non-profit healthcare organization) Chief Operating Officer (2013-2017) Highland Consumer Fund (private equity company) Special Partner (2013-2017) Co-Founder and Managing General Partner (2006-2013) Decision Matrix Group (research and consulting firm) President and Chief Executive Officer (2004-2005) Lycos, Inc. (internet search company) President, Chief Operating Officer and Chief Financial Officer (1996-2000) The Walt Disney Company (entertainment company) Vice President of Finance (1991-1995) | OTHER PUBLIC COMPANY DIRECTORSHIPS BRP Inc. (2005-present) Blade Air Mobility, Inc. (2019-present) FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS Hasbro, Inc. (2002-2023) EDUCATION Harvard Business School, Master of Business Administration Vanderbilt University, BS, Math and Economics | | Director Since: 2016 Age: 59 Committees: Executive (Chair) Nominating/ Governance (Chair) Audit | | |

  42. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | Skills and Qualifications: | | | | Active or Former C-Suite Executive: Mr. Philip has served in multiple senior executive and director roles at large multinational companies. | | | Current or Former Fortune 500 Board: Mr. Philip was a director of Hasbro, Inc. and currently serves on the board of directors of BRP Inc. | | | Finance / Accounting / Capital Allocation: Mr. Philip brings to the board valuable experience in financial strategies from his time as Chief Financial Officer at Lycos, Inc. and Vice President of Finance at The Walt Disney Company. | | | Global Operations: Mr. Philip has served as an executive officer at large companies with world-wide operations. | | | Retail / Brand Management: Through his time at Hasbro, Inc. and The Walt Disney Company, Mr. Philip has gained expertise in brand management and consumer facing products. | | | Risk Management: Mr. Philip brings expertise in identifying, managing and mitigating key strategic and operational risks through his experience as President, Chief Operating Officer and Chief Financial Officer at Lycos, Inc. as well as through his experience as Vice President of Finance for The Walt Disney Company. | | | Technology / Cybersecurity: Mr. Philip brings to the Board nearly three decades of leadership across the technology sector, including in senior positions at Lycos, Inc. |

  43. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | 30 | 2024 Proxy Statement |

  44. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | EDWARD L. SHAPIRO-Independent Director | | | | | EXPERIENCE PAR Capital Management, Inc. (investment management firm) Managing Partner (1999-2016) Portfolio Manager (1997-2016) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS Global Eagle Entertainment, Inc. (2013-2019) EDUCATION University of California, Los Angeles, Master of Business Administration University of Pennsylvania, BS, Economics | | Director Since: 2016 Age: 59 Committees: Finance Nominating/Governance Public Responsibility | | |

  45. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | Skills and Qualifications: | | | | Air / Travel / Transportation: Mr. Shapiro has been an active investor in the airline industry for more than 25 years and previously served as a director on the boards of directors of Global Eagle Entertainment, Inc., which offers satellite-based in-flight connectivity solutions with embedded entertainment services, as well as US Airways prior to its merger with American Airlines. | | | Current or Former Fortune 500 Board: Mr. Shapiro served on the board of directors of US Airways. | | | Finance / Accounting / Capital Allocation: Mr. Shapiro brings to the Board financial expertise and an investor’s perspective, having served in various capacities at PAR Capital Management, Inc. (“PAR Capital”) from 1997 to 2016. | | | Risk Management: Mr. Shapiro also brings valuable risk management expertise based on his experience in portfolio management at PAR Capital. |

  46. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | 2024 Proxy Statement | 31 |

  47. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | LAYSHA WARD-Independent Director | | | | | EXPERIENCE Target Corporation (retail corporation) Strategic Advisor (2023-2024) Executive Vice President, Chief External Engagement Officer (2017-2023) Executive Vice President, Chief Corporate Social Responsibility Officer (2015-2017) President, Community Relations and Target Foundation (2008-2015) | OTHER PUBLIC COMPANY DIRECTORSHIPS Denny’s Corporation (2010-present) FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION University of Chicago, MA, Social Services Administration Indiana University Bloomington, BS, Journalism | | Director Since: 2021 Age: 56 Committees: Nominating/Governance Public Responsibility | | |

  48. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | Skills and Qualifications: | | | | Active or Former C-Suite Executive: Ms. Ward has served in various senior leadership positions at Target Corporation over the past 15 years. | | | Current or Former Fortune 500 Board: Ms. Ward serves on the board of directors of Denny’s Corporation. | | | Human Capital Management / Union Relations: Ms. Ward has a demonstrated ability to navigate rapid change, solve problems and collaborate with cross-sector stakeholders to achieve organizational and community goals and objectives through her experience as the Chief External Engagement Officer of Target Corporation. | | | Retail / Brand Management: Ms. Ward has extensive experience with brand management gained from her time in various positions at Target Corporation. |

  49. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | 32 | 2024 Proxy Statement |

  50. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | JAMES M. WHITEHURST-Independent Director | | | | | EXPERIENCE Unity Software Inc. (software development company) Chief Executive Officer (October 2023-Present) International Business Machines Corporation (technology company) Senior Advisor (July 2021-May 2022) President (April 2020-July 2021) Senior Vice President (2019-April 2020) Red Hat, Inc. (provider of open source enterprise IT products and services) President and Chief Executive Officer (2008-2019) Delta Air Lines, Inc. (airline company) Chief Operating Officer (2005-2007) Chief Network and Planning Officer (2004-2005) Senior Vice President-Finance, Treasury and Business Development (2002-2004) | OTHER PUBLIC COMPANY DIRECTORSHIPS Unity Software Inc. (2023-present) Amplitude, Inc. (2021-present) FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS Software AG (2023-2024) Red Hat, Inc. (2008-2019) SecureWorks Corp. (2016-2019) EDUCATION Harvard Business School, Master of Business Administration Rice University, BS, Computer Science and Economics | | Director Since: 2016 Age: 56 Committees: Compensation (Chair) Executive Nominating/Governance | | |

  51. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | Skills and Qualifications: | | | | Active or Former C-Suite Executive: Mr. Whitehurst brings executive management experience to the Board having served in various senior officer roles. | | | Air / Travel / Transportation: Mr. Whitehurst gained extensive experience with the airline industry through his time at Delta Air Lines, Inc. | | | Current or Former Fortune 500 Board: Mr. Whitehurst currently serves on the board of directors of Unity Software Inc. | | | Finance / Accounting / Capital Allocation: Mr. Whitehurst brings to the Board significant experience in financial and capital strategy having served in various operational roles throughout his career. | | | Global Operations: Mr. Whitehurst spent six years at Delta, where he managed airline operations and drove significant international expansion during his tenure. | | | Technology / Cybersecurity: Mr. Whitehurst also has experience in data analytics and information technology from his time at Unity Software Inc., International Business Machines Corporation and Red Hat, Inc. |

  52. DIRECTORS TO BE ELECTED BY THE HOLDERS OF COMMON STOCK

    | 2024 Proxy Statement | 33 |

  53. Directors to be Elected by the Holders of Other Classes of Stock

    Directors to be Elected by the Holders of Other Classes of Stock The Holders of Common Stock Do Not Vote on the Election of the Following Directors. The ALPA is the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock. The ALPA became the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. whereby the ALPA has the right to elect one member to the Board at each annual meeting of stockholders. The IAM is the sole holder of the Company’s Class IAM Junior Preferred Stock. The IAM became the sole holder of the Company’s Class IAM Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. whereby the IAM has the right to elect one member to the Board at each annual meeting of stockholders. Each of the ALPA director and the IAM director was previously elected by the holders of the applicable class of our preferred stock and has served continuously as a director since the date of his or her first election as noted herein. The ALPA Director-Elected by the Holder of Class Pilot MEC Junior Preferred Stock The ALPA has nominated and intends to reelect Captain Anne Worster as the ALPA director at the Annual Meeting. She became the ALPA director on February 27, 2024. Captain Worster is a current employee of the Company, serving as the representative of the ALPA to the Board. Captain Worster is not entitled to receive any cash or equity compensation from the Company as a director but is entitled to receive certain travel and charitable contribution benefits related to service as a director. For a description of such travel and charitable contribution benefits, see “Director Compensation.”

  54. Directors to be Elected by the Holders of Other Classes of Stock

    | CAPTAIN ANNE WORSTER -ALPA Director | | | | | EXPERIENCE ALPA Chair of the ALPA United Airlines Master Executive Council (March 2024-present) C-11 Local Executive Council Chair and Captain Representative (2024-present) Vice-Chair and First Officer Representative (2021-2024) C-34 Local Executive Council Safety Committee Representative for Boeing 747-400 (1999-2001) Legislative Committee Chair (1996-1999) United Airlines, Inc. Pilot (1995-present) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION Texas Christian University, Master of Arts, Liberal Arts United States Air Force Academy, BS, International Relations | | Director Since: 2024 Age: 60 Committees: Public Responsibility | | |

  55. Directors to be Elected by the Holders of Other Classes of Stock

    | Skills and Qualifications: | | | | Air / Travel / Transportation: Captain Worster serves as a pilot of Boeing 777 aircraft. | | | Human Capital Management / Union Relations: Captain Worster serves as the Chairperson of the ALPA Master Executive Council, a position she has held since March 2024. |

  56. Directors to be Elected by the Holders of Other Classes of Stock

    | 34 | 2024 Proxy Statement |

  57. Directors to be Elected by the Holders of Other Classes of Stock

    The IAM Director-Elected by the Holder of Class IAM Junior Preferred Stock The IAM has nominated and intends to reelect Richard Johnsen as the IAM director at the Annual Meeting. He became the IAM director on July 6, 2021. Mr. Johnsen is a current employee of the Company on union leave of absence, serving as the representative of the IAM to the Board. Mr. Johnsen is not entitled to receive any cash or equity compensation from the Company as a director but is entitled to receive certain travel and charitable contribution benefits related to service as a director. For a description of such travel and charitable contribution benefits, see “Director Compensation.”

  58. Directors to be Elected by the Holders of Other Classes of Stock

    | RICHARD JOHNSEN-IAM Director | | | | | EXPERIENCE IAM General Vice President of the Air Transport Territory (May 2022-Present) Special Assistant to the International President (June 2021-April 2022) Chief of Staff to the International President (February 2021-May 2021) IAM Representatives Association President (2017-2021) IAM Transportation Department Grand Lodge Special Representative (2001-2017) Assistant General Chairperson (district 141 M) (2000-2001) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION University of Maryland, BS, Management Information Systems | | Director Since: 2021 Age: 55 Committees: Public Responsibility | | |

  59. Directors to be Elected by the Holders of Other Classes of Stock

    | Skills and Qualifications: | | | | Air / Travel / Transportation: Mr. Johnsen has served in various positions within the IAM throughout his career. | | | Human Capital Management / Union Relations: Mr. Johnsen currently serves as Chief of Staff to the International President of IAM and has held various other leadership positions with the IAM. |

  60. Directors to be Elected by the Holders of Other Classes of Stock

    | 2024 Proxy Statement | 35 |

  61. Board Composition and Succession Planning

    For a regularly scheduled annual meeting, the group of stockholders who wish to submit director nominees pursuant to our proxy access bylaw provision must deliver the required materials to the Company not less than 120 days nor more than 150 days prior to the anniversary of the date that the Company first mailed its proxy materials for the annual meeting of the previous year. Preferred Stock Director Nomination Process Pursuant to Part II, Section 8.1 of the Amended and Restated Certificate of Incorporation, the ALPA, the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, has the right to elect one member to the Board at each annual meeting of stockholders, remove such director with or without cause and to fill any vacancies in such directorship. The ALPA became the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. Pursuant to Part III, Section 8.1 of the Amended and Restated Certificate of Incorporation, the IAM, the sole holder of the Company’s Class IAM Junior Preferred Stock, has the right to elect one member to the Board at each annual meeting of stockholders, remove such director with or without cause and fill any vacancies in such directorship. The IAM became the sole holder of the Company’s Class IAM Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. Director Retirement Policy and Term Limits Under our Corporate Governance Guidelines, no candidate is eligible for election or reelection as a director to the Board if he or she would be 75 years of age or older at the time of election. From time to time there may be unusual circumstances where exceptions need to be made to this general rule to retain needed continuity and expertise, or for other business reasons, and the Board may approve exceptions to this policy. None of our director nominees will be 75 or older this year. Also as set forth in the Corporate Governance Guidelines, the Board does not believe it should establish director term limits, which have the disadvantage of limiting the contribution of directors who have been able to develop, over a period of time, increasing insight into and knowledge of the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. However, the Nominating/Governance Committee considers the tenure of directors as one of several factors in re-nomination decisions as well as its general Board refreshment practices.

  62. Stockholder Engagement and Responsiveness

    | Topic | Stockholder Feedback | Company Response | | Executive Compensation | Stockholders expressed concerns related to changes made to our 2021 compensation program, which were made to comply with the limits under the CARES Act, as previewed in our 2021 proxy statement. | Our executive compensation program design has since returned to our more typical structure, including long-term performance awards and a three-year vesting schedule for our time-vested equity awards. We also: ● eliminated overlapping metrics in our short- and long-term incentive programs, ● increased the program’s emphasis on our financial metrics, ● did not grant any retention or special bonuses to any of our NEOs in 2023, and ● do not currently intend to grant any retention or special bonuses to any of our NEOs in 2024 except in the case of extraordinary circumstances. | | DIRECTOR SKILLS MATRIX | Stockholders were appreciative of the Board’s skills matrix but also suggested additional enhancements to more appropriately identify the most applicable skills of our directors. | We updated our Board skills matrix on page 19 to account for the skills and qualifications that the Board considers most important for future candidates. | | Disclosure of Consolidated EEO-1 Report | A number of our stakeholders have requested we adopt a policy to publicly disclose our Consolidated EEO-1 Report yearly. | We publicly disclosed our Consolidated EEO-1 Report (which includes only our and United Ground Express, Inc.’s U.S. workforces) for the first time in 2023 in Corporate Responsibility Report and committed to continue to do so annually. | | ESG STRATEGY | Several stockholders inquired about our current ESG strategy, commitments and internal governance around ESG reporting. | We have continued to enhance our Corporate Responsibility Report disclosure on ESG matters. In addition, at the end of 2020, we set a goal to reduce our greenhouse gas emissions by 100% by 2050 without relying on the use of voluntary carbon offsets. In order to meet our 2050 goal, we established a mid-term target of reducing, compared to 2019, our carbon intensity by 50% by 2035. This 2035 target received independent validation from the Science Based Targets initiative (SBTi) in May 2023. | | MANAGEMENT SUCCESSION | Given recent Chief Financial Officer transition at the Company, investors were interested in understanding more about the Company’s management succession planning processes. | We added disclosure on page 37 on our management succession planning process. |

  63. HIGHLIGHTS OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    HIGHLIGHTS OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

  64. HIGHLIGHTS OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | | | | | ● No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. ● Emphasis on Equity: There is an emphasis on equity-based compensation with a one-year vesting period in the overall non-employee director compensation pay mix to align non-employee director and stockholder interests. ● Recognition of Roles: Roles requiring extra time commitment and responsibilities, such as the Chairman of the Board and the Committee Chairpersons, are recognized for the supplemental service they provide to the Board. |

  65. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM Overview of Non-Employee Director Compensation Program The members of our Board play a critical role in guiding United’s strategic direction. In light of the demanding nature of the role and responsibilities of a public company board, including the time commitment and risks associated with board service, the market for highly qualified and experienced individuals who are capable of serving as qualified directors of a large public company such as United is highly competitive. These dynamics make it imperative that we provide a competitive compensation program for our non-employee directors. We have structured the compensation of our non-employee directors with the following objectives in mind:

  66. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | | Recognize the substantial investment of time and expertise necessary for the non-employee directors to discharge their duties to oversee United’s affairs. | | Align the non-employee directors’ interests with the long-term interests of our stockholders. | | Provide a non-employee director compensation program that is competitive, reasonable and clearly disclosed. |

  67. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    Our non-employee directors are accordingly compensated based on their respective levels of Board participation and responsibilities, including service on Committees, and receive a combination of annual cash retainers and equity compensation in the form of share unit awards. As a United employee, Scott Kirby, our Chief Executive Officer, does not receive compensation for his service on the Board. Additionally, directors elected by a class of stock other than the Company’s Common Stock are not entitled to receive any cash or equity compensation from United as a director but are entitled to receive certain travel and charitable contribution benefits related to service as a director. For purposes of disclosure in this section, we refer to the non-employee directors elected by the holders of our Common Stock as “non-employee directors.”

  68. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | 2024 Proxy Statement | 63 |

  69. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    In 2023, non-employee directors received the following compensation:

  70. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | Compensation Element | Amount | | REGULAR RETAINER | | | Cash(1) | $100,000 | | Equity(2) | $170,000 | | COMMITTEE CHAIR RETAINERS (CASH)(1) | | | Audit Committee Chairperson Annual Retainer | $25,000 | | Compensation Committee Chairperson Annual Retainer | $20,000 | | Executive Committee Chairperson Annual Retainer | $20,000 | | Finance Committee Chairperson Annual Retainer | $20,000 | | Nominating/Governance Committee Chairperson Annual Retainer | $20,000 | | Public Responsibility Committee Chairperson Annual Retainer | $20,000 | | COMMITTEE MEMBER RETAINERS (CASH)(1)(3) | | | Audit Committee Member Annual Retainer | $15,000 | | Compensation Committee Member Annual Retainer | $12,500 | | Executive Committee Member Annual Retainer | $12,500 | | Finance Committee Member Annual Retainer | $12,500 | | Nominating/Governance Committee Member Annual Retainer | $12,500 | | Public Responsibility Committee Member Annual Retainer | $12,500 | | ADDITIONAL RETAINER FOR CHAIRMAN OF THE BOARD (EQUITY)(2) | $225,000 |

  71. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (1) Director retainers are paid quarterly in arrears with retainers pro-rated for directors who join or leave the Board or have a change in Board role during a quarterly period. |

  72. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (2) The equity award size is calculated based on the average of the high and low sales prices of Common Stock on the date of grant. Each share unit represents the economic equivalent of one share of Common Stock and vests on the one-year anniversary of the date of grant. Upon settlement, the share units are designed to be settled: (i) 50% in cash based on the average of the high and low trading prices per share of Common Stock on the one-year anniversary of the grant date and (ii) 50% in shares of Common Stock. Any fractional units are settled in cash. Pursuant to the terms of the 2006 Director Equity Incentive Plan, as amended and restated on May 24, 2023 (the “DEIP”), a director may elect to receive the cash-settled portion of the award in shares and, if a director has elected to defer the annual equity award, the award is deferred into a share unit account under the DEIP. |

  73. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | (3) Committee Chairpersons are not eligible for Committee Member Retainers. |

  74. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | 64 | 2024 Proxy Statement |

  75. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    The Nominating/Governance Committee periodically reviews and makes recommendations to the Board regarding the form and amount of compensation of United’s non-employee directors. The Compensation Committee’s independent compensation consultant, Exequity LLP (“Exequity”), has advised the Nominating/Governance Committee with respect to director compensation matters. These matters include, among other things, a review and market analysis of board of director pay and benefits and stock ownership guidelines. United’s non-employee director compensation program was designed with reference to median director pay levels among the companies that comprise United’s compensation peer group. See “Executive Compensation-Compensation Discussion and Analysis- Peer Group Used for 2023 Pay Analysis” for a listing of the companies included in our compensation peer group. Based on the annual review that was conducted in December 2022, no changes were made to non-employee director compensation levels for 2023 as compared to the program established for 2022. The 2023 compensation for the non-employee directors was approved by the independent members of the Board upon recommendation of the Nominating/Governance Committee. 2024 Non-Employee Director Compensation In December 2023, the Nominating/Governance Committee undertook its annual review of non-employee director compensation for fiscal year 2024. As part of this review, the Nominating/Governance Committee engaged Exequity to review market data and competitive information on non-employee director compensation. After considering the recommendation of Exequity, the Nominating/Governance Committee recommended that the Board approve the following changes to our non-employee director compensation program, effective January 1, 2024 for the cash component and effective at the Annual Meeting for the equity component:

  76. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | ● | Increased annual Board retainer for each non-employee director from $100,000 to $115,000; |

  77. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | ● | Increased value of the annual equity award for each non-employee director from $170,000 to $180,000; |

  78. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | ● | Increased annual cash retainer for the Audit Committee Chair from $25,000 to $30,000; and |

  79. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | ● | Increased annual cash retainer for the Compensation Committee Chair from $20,000 to $25,000. |

  80. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    Such changes were approved by the Board and were made to better align our non-employee director compensation program with non-employee director compensation practices applicable to United’s overall compensation peer group (as well as with the director pay programs at United’s major U.S.-based airline competitors) and to continue to attract and retain highly qualified and engaged non-employee directors. Prior to the 2024 changes taking effect, United’s non-employee director compensation program was last adjusted in 2019. Stock Ownership Guidelines

  81. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | The Board believes that non-employee directors should hold meaningful equity ownership positions in United. To that end, within five years after joining our Board, each non-employee director must hold shares of our Common Stock having a value equal to at least five times the annual cash retainer ($500,000, based on the 2023 retainer of $100,000) and maintain at least that ownership level while a member of our Board. Shares owned outright by the non-employee directors, shares acquired upon settlement of RSUs, unvested RSUs, and share equivalents acquired upon the deferral of fees, are counted toward the ownership requirement. Unexercised stock options are not counted. | STOCK OWNERSHIP REQUIREMENT 5X DIRECTOR’S ANNUAL CASH RETAINER |

  82. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    As of March 31, 2024, all of the non-employee directors were in compliance with the stock ownership guidelines or were in the transition period (with respect to Ms. Brewer and Ms. Freyre).

  83. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | 2024 Proxy Statement | 65 |

  84. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    Cash Compensation Director retainers are paid quarterly in arrears. At the end of each quarterly period, we pay 25% of the total annual retainer to each director. Retainers are pro-rated for directors who join or leave the Board or have a change in Board role during a quarterly period. Please see the table above under the heading “Structure of Our Non-Employee Director Compensation Program” for a description of the director retainer rates in effect for 2023. Equity Compensation A substantial portion of each non-employee director’s annual compensation is in the form of share units granted annually under the DEIP, currently with an initial equity value of $170,000, which the Board believes helps align director compensation with the interests of our stockholders. Our Chairman received an additional annual retainer with an initial equity value of $225,000 in light of the increased duties and responsibilities demanded by this role, which are described in further detail on page 51. Upon settlement, the share units are designed to be settled: (i) 50% in cash based on the average of the high and low trading prices per share of Common Stock on the one-year anniversary of the grant date and (ii) 50% in shares of Common Stock. Any fractional units are settled in cash. Pursuant to the terms of the DEIP, a director may elect to receive the cash-settled portion of the award in shares and, if a director has elected to defer the annual equity award, the award is deferred into a share unit account under the DEIP. The number of share units subject to each non-employee director’s award granted in 2023 was calculated by taking the quotient of (x) $170,000 (or $170,000+$225,000 for Mr. Philip) divided by (y) the average of the high and low sales prices of Common Stock on the date of grant (rounded up to the nearest whole share unit). Each share unit represents the economic equivalent of one share of Common Stock and vests in full on the first anniversary of the grant date, subject to the director’s continued service on our Board. New non-employee directors who join the Board between our Annual Meetings are generally eligible to receive a pro-rated portion of the annual cash retainer to reflect the period of time that they serve prior to the Annual Meeting that immediately follows their appointment. Director Compensation Deferral Opportunities A non-employee director may elect to defer payment of all or part of the cash compensation received as a non-employee director under the DEIP through credits to a share account established under the terms of the DEIP. Non-employee directors may also defer the receipt of shares that would otherwise be issued under an equity compensation award through credits to his or her share account. Unless otherwise specified by the director at the time of the deferral election or pursuant to certain pre-merger deferral arrangements, distribution from the share account will be made within 60 days following the date on which such non-employee director separates from the Board. Charitable Contribution Program Each director was eligible to participate in our matching gift program in 2023. We matched dollar for dollar a director’s contribution to qualified charitable and educational organizations up to $20,000. In the case of each of the ALPA director and the IAM director, United will provide matching charitable contributions of up to $20,000 per year in the aggregate to qualifying nonprofit organizations to which either the director or the director’s union contributes. During 2023, United also donated complimentary positive space air travel to qualified charitable organizations selected by the non-employee directors. In 2023, such directors were permitted to donate up to four round trip tickets to qualified charitable organizations.

  85. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | 66 | 2024 Proxy Statement |

  86. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    Travel Benefits United believes it is in its best interest for directors to have exposure to United’s operations and employees. For that reason, our directors receive flight benefits, including a travel card permitting positive space travel by the director, the director’s spouse or qualified domestic partner and certain other eligible travelers, and access to our United Club facilities. These benefits are taxable to the director, subject to the reimbursement of certain of such taxes by United. Over a decade ago, United eliminated tax indemnification for post-separation perquisites provided to non-employee directors who did not have an existing right to such benefits. The tax indemnification provided to the non-employee directors is subject to an annual limit. A non-employee director who retires from the Board with at least five consecutive years of service as a director will receive lifetime travel benefits, subject to certain exceptions. Director Cybersecurity In light of the high level of scrutiny and elevated cybersecurity threat level faced by United and our directors, in 2023, United made available cybersecurity / identity protection services to our directors, with an annual per participant cost to United of $7,200, plus voluntary director-paid additional coverage. Such cybersecurity/ identify protection services are reported as a perquisite in the Director Compensation for 2023 table below. Reimbursements All directors are reimbursed for expenses incurred in attending Board, Committee and stockholder meetings and certain United events (including travel and lodging) in accordance with United’s Board travel policies and administrative expenses that may be approved by the Board from time to time. Indemnification United has a policy that provides liability insurance for non-employee directors of United and its subsidiaries. United also provides indemnification for directors as set forth in the Restated Certificate of Incorporation of United Airlines Holdings, Inc.

  87. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | 2024 Proxy Statement | 67 |

  88. Director Compensation for 2023

    Director Compensation for 2023 The following table includes the amount of director compensation in 2023 for each director who served during that year other than Mr. Kirby. The 2023 compensation for Mr. Kirby is shown in the 2023 Summary Compensation Table and Mr. Kirby does not receive additional compensation for his service on the Board.

  89. Director Compensation for 2023

    | | | | All Other | | | | Fees Earned or | Stock Awards | Compensation | | | Name | Paid in Cash ($)(1) | ($)(2)(3) | ($)(4) | Total ($) | | Carolyn Corvi | 145,000 | 170,437 | 35,122 | 350,559 | | Matthew Friend | 127,500 | 170,833 | 26,773 | 325,106 | | Barney Harford | 140,000 | 170,437 | 68,128 | 378,565 | | Michele J. Hooper | 150,000 | 170,833 | 43,172 | 364,005 | | Walter Isaacson | 145,000 | 170,833 | 30,790 | 346,623 | | Richard Johnsen | —(5) | —(5) | 50,728 | 50,728 | | James A. C. Kennedy | 125,000 | 170,437 | 67,780 | 363,217 | | Edward M. Philip | 155,000 | 396,885 | 55,520 | 607,405 | | Edward L. Shapiro | 137,500 | 170,833 | 66,719 | 375,052 | | Laysha Ward | 125,000 | 170,833 | 33,700 | 329,533 | | James M. Whitehurst | 145,000 | 170,437 | 54,784 | 370,221 | | Former Directors who served as a Director in 2023 | | | | | | Captain Garth Thompson | —(5) | —(5) | 21,266 | 21,266 |

  90. Director Compensation for 2023

    | (1) Messrs. Friend, Isaacson and Shapiro and Ms. Ward each elected to receive 100% of their 2023 Board and Committee retainer fees in deferred share units as described above under “Director Compensation Deferral Opportunities.” |

  91. Director Compensation for 2023

    | (2) Mses. Hooper and Ward and Messrs. Friend, Isaacson, Philip and Shapiro each elected to defer 100% of their 2023 equity awards in deferred share units as described above under “Director Compensation Deferral Opportunities” |

  92. Director Compensation for 2023

    | (3) The amounts shown in this column represent the grant date fair value of 3,598 share units granted to each of the non-employee directors on May 25, 2023 determined in accordance with FASB ACS Topic 718. With respect to Mr. Phillip, the grant date fair value of his 2023 award of 4,761 share units for his service as United’s independent Chairman of the Board is also included. The number of share units subject to each director’s award was calculated by taking the quotient of (x) $170,000 (or $170,000+$225,000 for Mr. Philip) divided by (y) the average of the high and low sales prices of Common Stock on the date of grant (rounded up to the nearest whole share unit). |

  93. Director Compensation for 2023

    Upon settlement, the share units generally are structured to be settled: (i) 50% in cash based on the average of the high and low sales prices of Common Stock on the vesting date and (ii) 50% in shares of Common Stock. For those directors who elected to defer their equity award, the full award is deferred into deferred share units as described above under “Director Compensation Deferral Opportunities.” As of December 31, 2023, the aggregate number of share units outstanding (including, as applicable, deferred share units) for each individual who served as a non-employee director was: Ms. Corvi—3,598; Mr. Friend—13,620; Mr. Harford—3,598; Ms. Hooper—18,964; Mr. Isaacson—67,133; Mr. Kennedy—3,598; Mr. Philip—36,830; Mr. Shapiro—39,664; Ms. Ward—18,455; and Mr. Whitehurst—31,204. Captain Thompson and Mr. Johnsen did not hold any outstanding share units as of December 31, 2023.

  94. Director Compensation for 2023

    | (4) All other compensation includes: (a) with respect to certain directors, matching contributions of up to $20,000 to nonprofit organization(s) to which the director made a contribution(s) (including contributions as follows: $20,000 for each of Mses. Corvi, Hooper and Ward and Messrs. Harford, Johnsen, Kennedy and Shapiro and $18,000 for Captain Thompson), as discussed under the caption “Charitable Contribution Program” above; (b) a tax reimbursement relating to flight benefits (which value is greater than the incremental cost to United of providing such benefits) for each director as follows: Ms. Corvi—$6,092; Mr. Friend—$20,764; Mr. Harford—$36,950; Ms. Hooper—$13,053; Mr. Isaacson—$19,485; Mr. Johnsen—$25,358; Mr. Kennedy—$33,745; Mr. Philip—$36,950; Mr. Shapiro—$30,895; Ms. Ward—$5,064; Mr. Whitehurst—$36,950; and Captain Thompson—$2,610; and (c) as required by SEC rules, the aggregate incremental cost to United of such director’s flight benefits. |

  95. Director Compensation for 2023

    | (5) Our directors who are employees of United or who are directors elected by a class of stock other than Common Stock do not receive any cash or equity compensation from United related to their service as directors. However, each of the ALPA director and the IAM director are entitled to receive certain travel and charitable contribution benefits. See “Travel Benefits” and “Charitable Contribution Program” above and footnote 4 above. With respect to 2023, Captain Thompson and Mr. Johnsen did not receive any director compensation other than the benefits set forth in the “All Other Compensation” column. |

  96. Director Compensation for 2023

    | 68 | 2024 Proxy Statement |

  97. Directors and Executive Officers

    Directors and Executive Officers The following table shows the number of shares of our Common Stock owned by our directors, director nominees, the named executive officers identified in this Proxy Statement and all our directors, director nominees and executive officers as a group as of March 25, 2024. The persons listed below have sole voting and investment power with respect to all shares of our Common Stock beneficially owned by them, except to the extent this power may be shared with a spouse, or as otherwise described in the footnotes following the table.

  98. Directors and Executive Officers

    | | Amount and | | | | Nature of | Percent of | | Name of Beneficial Owner | Ownership | Class | | Directors | | | | Rosalind Brewer | — | * | | Carolyn Corvi | 22,433 | * | | Michelle Freyre | — | * | | Matthew Friend | 10,786(1) | * | | Barney Harford | 113,040 | * | | Michele J. Hooper | 18,408(1) | * | | Walter Isaacson | 44,022(1) | * | | Richard Johnsen | — | * | | Scott Kirby (2) | 689,776(3) | * | | James A. C. Kennedy | 29,363 | * | | Edward M. Philip | 29,324(1)(4) | * | | Edward L. Shapiro | 236,868(1) | * | | Laysha Ward | 1,486(1) | * | | Anne Worster | — | * | | James M. Whitehurst | 34,796(1) | * | | Named Executive Officers | | | | Brett Hart | 197,724(5) | * | | Torbjorn Enqvist | 44,927 | * | | Linda Jojo | 137,947(6) | * | | Michael Leskinen | 18,355 | * | | Gerald Laderman | 146,655 | * | | Gregory Hart | 48,088 | * | | Directors and Executive Officers as a Group (22 persons) | 2,078,820 | * |

  99. Directors and Executive Officers

    | * Less than 1% of outstanding shares. |

  100. Directors and Executive Officers

    | (1) Includes share units representing non-employee director compensation that the director elected to defer into a share account pursuant to the terms of the DEIP, as follows: Mr. Friend-10,771 share units; Mr. Harford-815 share units, Ms. Hooper-15,366 share units; Mr. Isaacson-37,669 share units; Mr. Philip-28,471 share units; Mr. Shapiro-36,868 share units; Ms. Ward-1,486 share units; and Mr. Whitehurst-20,637 share units. The share units will be settled in Common Stock within 60 days following the director’s separation from service on the Board. Deferred share units that will be settled more than 60 days following the director’s separation from service are not included. |

  101. Directors and Executive Officers

    | (2) Mr. Kirby is also a named executive officer. |

  102. Directors and Executive Officers

    | 70 | 2024 Proxy Statement |

  103. Directors and Executive Officers

    | (3) Includes 159,321 and 33,755 options to purchase shares of our Common Stock at $58.69 and $110.21 per share, respectively. Includes 5,000 shares of Common Stock held in a trust for the benefit of Mr. Kirby’s children and other relatives in which Mr. Kirby serves as the trustee. Mr. Kirby disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Also includes 8,000 shares of Common Stock held in a trust for the benefit of Mr. Kirby’s children in which Mr. Kirby’s brother serves as the trustee. Mr. Kirby disclaims beneficial ownership of these securities. |

  104. Directors and Executive Officers

    | (4) Includes shared voting and investment power for six shares of Common Stock. |

  105. Directors and Executive Officers

    | (5) Includes 21,521 options to purchase shares of our Common Stock at $77.56. |

  106. Directors and Executive Officers

    | (6) Includes 14,348 options to purchase shares of our Common Stock at $77.56. |

  107. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table sets forth information as of December 31, 2023 regarding the number of shares of our Common Stock that may be issued under the Company’s equity compensation plans.

  108. Equity Compensation Plan Information

    | | | | Number of securities | | | | | remaining available for | | | Number of securities to | Weighted average | future issuance under | | | be issued upon exercise | exercise price of | equity compensation | | | of outstanding options, | outstanding options, | plans (excluding securities | | Plan Category | warrants and rights | warrants and rights | reflected in first column) | | Equity compensation plans approved by security holders | | | | | Options | 502,055 | $91.53 | | | Restricted Stock Units | 6,466,676(1) | - | | | Subtotal | 6,968,731 | $91.53(2) | 4,771,910(3) | | Equity compensation plans not approved by security holders | - | - | - | | Total | 6,968,731 | $91.53(2) | 4,771,910(3) |

  109. Equity Compensation Plan Information

    | (1) Includes outstanding Performance-Based RSUs under the Company’s 2021 Incentive Compensation Plan assuming the awards achieve the maximum “stretch” level of performance. Settlement of these Performance-Based RSUs is subject to the Compensation Committee’s certification of achievement of specified performance conditions. |

  110. Equity Compensation Plan Information

    | (2) Weighted average exercise price excludes restricted stock units that convert to shares of Common Stock. |

  111. Equity Compensation Plan Information

    | (3) Includes 299,679 shares available under the DEIP and 4,472,231 shares available under the Company’s 2021 Incentive Compensation Plan, assuming that the Performance-Based RSUs referenced in footnote 1 above achieve the level of performance as described in footnote 1 for such awards. |

  112. Incentive Compensation Elements

    | | Pay Element | Metrics/Weighting | | | FIXED | SALARY Fixed cash compensation reviewed annually and adjusted as appropriate based on individual performance, level of responsibility, specialized qualifications, experience and internal equity and pay levels of comparable positions within peer group. | | N/A | | AT RISK / PERFORMANCE-BASED | 2023 SHORT-TERM INCENTIVES (“STI”) Cash STI award earned based on achievement of performance metrics designed to align with our business strategy. | | Financial (33%)—this metric is based on our adjusted EBITDA margin relative to our industry peers and is designed to focus management on our commitments to our stockholders to achieve earnings growth. | | | | | Net Promoter Score (“NPS”) (33%)—this customer-based metric provides continued focus on taking care of our customers and measures success toward positioning the United brand as the preferred choice for airline travel. | | | | | Operational Excellence (33%)—this element of the 2023 STI features three key airline operational metrics—on-time departures (referred to as Customer D:00), mishandled baggage rate and seat cancellations—which were included to focus management on operational reliability as United expanded operations during the year in its continued return to pre-pandemic levels of service. | | | LONG-TERM INCENTIVES (“LTI”) Our 2023 LTI opportunity is equally divided between Performance-Based RSU awards and time-based RSU awards with a three-year vesting cycle. The performance measures described in the next column apply to the first tranche of the 2023 Performance-Based RSU awards and the second tranche of the 2022 Performance-Based RSU awards. | | Performance-Based RSUs (50% of LTI opportunity)—one half of the 2023 LTI opportunity was awarded in the form of Performance-Based RSU awards with goals established and measured on an annual basis during the three-year performance period, with cliff vesting of earned PBRSUs at the end of the 3-year performance period, contingent on continued employment through the full performance period. | | | | | -Cost per available seat miles (capacity) excluding Fuel and 3rd party cost of sales (“CASM-ex”) (40%)—this PBRSU metric was included to provide further emphasis on a financial performance metric that management and the Committee believe is a key factor in achieving our commitment to earnings growth in 2023 and beyond. | | | | | -United Next (40%)—this PBRSU metric is based on United’s hiring of frontline technicians and six action items aimed at increasing efficiency and is designed to further support the execution of our United Next growth strategy. | | | | | -Environmental sustainability, People Impact and Supply Chain Integrity (20%)—these PBRSU metrics were included to motivate management efforts concerning matters that are of increasing importance to our employees, customers, stockholders and the communities we serve. -Liquidity (100%)—vesting of PBRSUs is also subject to an $8 billion cash liquidity hurdle at the end of the three-year performance period. | | | | | Time-Based RSUs (50% of LTI opportunity)—the remaining half of the 2023 LTI opportunity was delivered in the form of time-based RSU awards that vest in one-third increments over three years, subject to continued service requirements. |

  113. 2023 Pay SUMMARY

    | | Target NEO Compensation as of 12/31/2023 | | | | | | | | | Target Grant | Grant | | | | | | Value of | Value of | | | | | | PBRSUs | RSUs | | | | | 2023 STI | Awarded in | Granted in | | | NEO | Salary (1) | Target (2) | 2023 (3) | 2023 (3) | Total | | Scott Kirby | $1,100,000 | $2,750,000 | $6,325,000 | $6,325,000 | $16,500,000 | | Brett Hart | $900,000 | $1,575,000 | $3,825,000 | $3,825,000 | $10,125,000 | | Torbjorn Enqvist | $800,000 | $1,000,000 | $1,800,000 | $1,800,000 | $5,400,000 | | Linda Jojo | $770,000 | $924,000 | $1,540,000 | $1,540,000 | $4,774,000 | | Michael Leskinen | $700,000 | $840,000 | $1,225,000 | $1,225,000 | $3,990,000 | | Gerald Laderman | $770,000 | $924,000 | $1,540,000 | $1,540,000 | $4,774,000 | | Gregory Hart | $850,000 | $1,020,000 | $1,700,000 | $1,700,000 | $5,270,000 |

  114. 2023 Pay SUMMARY

    | (2) Represents the target amounts pursuant to the 2023 STI program (“2023 STI”), which had a performance period from January 1, 2023 through December 31, 2023, not taking into account blended salary or target STI opportunity rates. Our 2022 STI program (“2022 STI”) had a performance period that extended from January 2022 through April 2023 and is not reflected in the table above, as those 2022 target opportunities applied to a performance period that was primarily associated with performance that occurred in 2022. For a summary of our 2022 STI and the payouts thereunder, please see the “2022 Short-term Incentive” section of our Proxy Statement filed with the SEC on April 13, 2023. Because the performance period for the 2022 STI awards ended in 2023, both the earned 2023 STI and the earned 2022 STI award values are included in the “Non-Equity Incentive Plan Compensation” column of the 2023 Summary Compensation Table as 2023 compensation in this Proxy Statement. |

  115. 2023 Pay SUMMARY

    | (3) This represents the RSU and PBRSU components of target compensation for 2023. The target grant values associated with 2023 awards of PBRSUs in this table reflect the full target value of all three annual tranches of such awards, even though in accordance with applicable SEC and accounting rules, the portions attributable to performance goals set in 2024 and 2025 will not be treated as “granted” for purposes of the proxy tables following this CD&A until the performance goals for those future tranches are established. Accordingly, the target grant values in this table differ from the values reported for 2023 in the “2023 Summary Compensation Table” and the “Grants of Plan-Based Awards for 2023” table below. |

  116. KEY EXECUTIVE COMPENSATION PROGRAM CHANGES IN 2023

    | | ● ● | | OVERALL CONSIDERATIONS | ● While we featured customer and operational goals in the 2022 STI, as United managed the COVID-19 crisis, our traditional financial metrics (all profit-based) were not reliably predictable due to volatile market conditions presented by the pandemic and, therefore, were deemed to be too uncertain during this period to appropriately support our objectives of attracting, retaining and motivating executives. Accordingly, we temporarily shifted to strategic-based goals (such as Structural Cost Reduction, Cash Burn Reduction, and Action Items) to prepare for the United Next growth. After successfully navigating through the volatility of the COVID-19 crisis, we have reverted back to our more traditional compensation program, changing the financial goal metric and increasing its weighting in the 2023 STI, eliminating the United Next STI metrics and including a relative profit metric (relative adjusted EBITDA margin). ● Our LTI program remains entirely equity-based and has an increased weighting on financial goals which measure our long-term profit growth and incentivize stockholder value creation, including a relative CASM-ex metric. ● We intend to continue to feature relative financial metrics in our executive compensation program to minimize the overlap of goals under the STI and LTI programs and have limited use of future supplemental awards to NEOs, given the expiration of the CARES Act compensation restrictions. |

  117. KEY EXECUTIVE COMPENSATION PROGRAM CHANGES IN 2023

    | STI PROGRAM CHANGES | The 2023 STI differed from the 2022 STI in the following important ways: ● Financial metric weighting was increased from 25% under the 2022 STI to 33% under the 2023 STI, with the sole financial metric being tied to relative adjusted EBITDA margin (rather than CASM-ex, which applied under the 2022 STI); ● Customer metric (“NPS”) weighting increased from 25% under the 2022 STI to 33% under the 2023 STI; ● Operating excellence metrics (customer D:00, mishandled baggage rate, seat cancel rate) overall weighting increased from 25% under the 2022 STI to 33% under the 2023 STI and each quarter of the year was weighted evenly, compared with back-end weighting under the 2022 STI; ● In contrast to the 2022 STI, the 2023 STI did not have United Next or CASM-ex metrics, resulting in the elimination of the overlapping goals in the 2023 STI and LTI programs and ensuring that all 2023 STI goals were based on quantitative metrics; ● A liquidity hurdle applied to the 2022 STI while a liquidity hurdle did not apply to the 2023 STI, with the liquidity hurdle included in tranche 2 of the 2022 PBRSUs and tranche 1 of the 2023 PBRSUs; and ● The 2023 STI’s performance period reverted back to calendar year as compared to the extended performance period used in the 2022 STI. |

  118. KEY EXECUTIVE COMPENSATION PROGRAM CHANGES IN 2023

    | LTI PROGRAM CHANGES | For performance goals set for PBRSUs in 2023 (which applied to tranche 2 of the 2022 PBRSUs and tranche 1 of the 2023 PBRSUs), compared with the performance goals and terms set for tranche 1 of the 2022 PBRSUs: ● The financial metric (CASM-ex) was changed from absolute to relative performance; ● United Next goals evolved to track to the current stage of implementation of our United Next strategy; and ● In connection with the removal of the liquidity hurdle from the STI (which took effect for the 2023 STI), tranche 2 of the 2022 PBRSUs and tranche 1 of the 2023 PBRSUs have a financial hurdle tied to liquidity measured at the end of the three-year performance period. |

  119. EXECUTIVE COMPENSATION PHILOSOPHY

    | LINKING EXECUTIVE PAY TO PERFORMANCE | Our 2023 Program used STI performance goals that were deemed by the Committee to be critical to United’s success. The NPS and operational excellence metrics are key factors toward building the United brand into the preferred choice for airline travel. Metrics for tranche 1 of the Performance-Based RSUs granted in 2023 and tranche 2 of the Performance-Based RSUs granted in 2022 were similarly focused on goals deemed by the Committee to be critical to United’s success, with focus on advancing United Next initiatives, which provide critical groundwork for United’s work that will continue in the coming years to execute on our growth strategy, as well as cost-effectiveness through a CASM-ex metric and environmental sustainability, people impact and supply chain integrity metrics. Overall, management and the Committee are pleased with the choice of metrics under the 2023 Program and believe they will help drive performance toward United’s goals throughout the year and beyond. |

  120. 2023 TARGET COMPENSATION BENCHMARKS

    2023 TARGET COMPENSATION BENCHMARKS The following charts provide an overview of the 2023 executive compensation components for the Chief Executive Officer and other NEOs and highlights the percentage of total target compensation that is variable and at risk.

  121. 2023 TARGET COMPENSATION BENCHMARKS

    | 2023 CHIEF EXECUTIVE OFFICER TARGET PAY TOTAL TARGET COMPENSATION | ● 93% of target pay at-risk and fluctuating based on our performance and/or our stock price ● 76% of target pay delivered in LTI equity incentives with multi-year vesting |

  122. 2023 TARGET COMPENSATION BENCHMARKS

    | 2023 AVERAGE NEO TOTAL TARGET COMPENSATION | ● 86% of target pay at-risk and fluctuating based on our performance and/or our stock price ● 68% of target pay delivered in LTI equity incentives with multi-year vesting |

  123. 2023 TARGET COMPENSATION BENCHMARKS

    This target pay mix supports the core elements of our executive compensation philosophy by emphasizing long-term, stock-based incentives while providing competitive annual cash components, thus aligning our executive compensation program with our business strategy and the creation of stockholder value.

  124. 2023 TARGET COMPENSATION BENCHMARKS

    | 2024 Proxy Statement | 87 |

  125. SETTING PERFORMANCE GOALS AND MAKING COMPENSATION DETERMINATIONS

    SETTING PERFORMANCE GOALS AND MAKING COMPENSATION DETERMINATIONS The Committee establishes the design of our executive compensation program and also approves the annual target compensation (base salaries, target STI and equity compensation) for our NEOs.

  126. SETTING PERFORMANCE GOALS AND MAKING COMPENSATION DETERMINATIONS

    | before end of year | | Beginning of Year | | The Committee begins with a review of our compensation program, including its design and components, to determine if any changes should be made to the program for the next fiscal year. The Committee also discusses executive officer performance. | | The Committee determines the principal components of compensation for the NEOs and sets the performance goals for each performance-based compensation component. The Committee also certifies performance under the STI program for the prior year and performance for Performance-Based RSU performance periods scheduled to vest. | | | | | | AFTER END OF YEAR | | during the year | | The Committee conducts a review of each NEO’s and United’s performance for the preceding year measured against the pre-established performance goals and makes annual compensation determinations. The Committee’s objective is to offer the opportunity for earned compensation at a level consistent with the level of performance delivered. | | The Committee meets regularly throughout the year, with management and in executive session, and reviews United’s performance to date against the corporate performance goals. The Committee also reviews the executive compensation program to assess whether it remains competitive and aligned with our stakeholders’ interests and the other principles of the program. The Committee’s independent consultant attends Committee meetings at the invitation of the Committee. |

  127. SETTING PERFORMANCE GOALS AND MAKING COMPENSATION DETERMINATIONS

    To help achieve its design objectives and align the executive compensation program with our overall pay philosophy, the Committee considers a variety of inputs, including stockholder feedback from our engagement sessions, results of our annual “Say-on-Pay” vote, the advice of the Committee’s independent compensation consultant, Company and NEO-focused considerations, the input of our Chief Executive Officer and management, and risk mitigation considerations. We address each of these inputs here. Ultimately, the Committee makes all final decisions regarding the executive compensation program design, performance goals and the compensation levels of United’s executive officers following its review and consideration of all recommendations and data it deems appropriate.

  128. SETTING PERFORMANCE GOALS AND MAKING COMPENSATION DETERMINATIONS

    | Contacted approximately 56% of our top stockholders |

  129. ADVICE FROM INDEPENDENT COMPENSATION CONSULTANT

    ADVICE FROM INDEPENDENT COMPENSATION CONSULTANT During 2023, final executive compensation decisions with respect to the NEOs were made by the Committee, after considering input from Exequity, the Committee’s independent compensation consultant. Exequity provides the Committee with background materials, including preparation of reports to inform our compensation peer group composition and participates in Committee meetings to support the Committee’s executive compensation decision-making process. Exequity services also include consultation regarding the targeted levels of executive pay, the design of incentives, technical issues (such as tax and accounting implications of pay) and assisting the Committee in performing an annual compensation risk assessment of United’s compensation programs. Exequity reports directly to the Committee and the Committee has the sole authority to retain and terminate Exequity and to review and approve Exequity’s fees and other retention terms. The Committee has adopted an “Independent Executive Compensation Consultant Conflict of Interest Policy” pursuant to which Exequity is required to provide the Committee with regular reports on any work that it performs for United. During 2023, Exequity did not perform any work on behalf of United other than the executive compensation services provided to the Committee and director compensation advice provided to the Nominating/Governance Committee. The Committee has assessed the independence of Exequity pursuant to SEC rules and the Nasdaq Listing Rules and concluded that Exequity’s work for the Committee does not raise any conflicts of interest.

  130. PEER GROUP USED FOR 2023 PAY ANALYSIs

    PEER GROUP USED FOR 2023 PAY ANALYSIs United’s Peer Group The Committee reviews executive and director pay relative to a peer group composed of relevant airline peers and other comparably sized companies in general industry that have a customer service orientation and that are considered to be representative of the competitive talent market for United.

  131. PEER GROUP USED FOR 2023 PAY ANALYSIs

    | 2024 Proxy Statement | 89 |

  132. PEER GROUP USED FOR 2023 PAY ANALYSIs

    As was the case in connection with pay benchmarking in the previous year, Exequity noted that the relationship between revenue size and pay for United and peers in the travel industry continued to be temporarily disrupted, observing that revenues for these companies have been disproportionately skewed by the pandemic, while target pay levels have not decreased in a corresponding way. For the pay study, in order to avoid distortive revenue-based pay regressions, Exequity retained reference to the pre-pandemic revenues for United and the peers in the travel industry (American Airlines Group, Inc., Carnival Corporation, Delta Airlines, Inc., Marriott International, Inc. and Southwest Airlines, Inc.). For the remaining peers, the pay study referenced annual revenues for the last completed year at the time of the December 2022 pay study. The following primary factors are considered in identifying the most appropriate peer companies that are size-relevant (generally 0.5x-2.0x the Company’s revenue, with a continued use of 2019 revenue levels for United and the peers in the travel industry for the December 2022 benchmarking review due to the continued skewing of 2021 revenue levels associated with the COVID-19 pandemic) for compensation benchmarking purposes: the labor market for United’s executive talent, including a focus on geographic proximity; well-run companies in general industry, with a primary focus on the three most size-relevant U.S.-based airline peers (American, Delta and Southwest); and other transportation companies, non-airline travel companies with a customer-centric dynamic and aerospace and defense companies. Using these factors as a guide, no changes were made to the composition of the benchmarking peer group for 2023 compensation decisions. The competitive benchmarking analysis presented to the Committee in December, in advance of the March 2023 compensation decisions, included the 16 comparator companies noted below.

  133. PEER GROUP USED FOR 2023 PAY ANALYSIs

    | | PEER GROUP COMPANIES | | | | ● 3M Company ● American Airlines Group Inc. ● The Boeing Company ● Carnival Corporation ● Caterpillar Inc. ● Cummins Inc. ● Deere & Company ● Delta Air Lines, Inc. ● FedEx Corporation | ● General Dynamics Corporation ● Honeywell International Inc. ● Marriott International, Inc. ● Northrop Grumman Corporation ● Southwest Airlines Co. ● Union Pacific Corporation ● United Parcel Service, Inc. |

  134. PEER GROUP USED FOR 2023 PAY ANALYSIs

    | (1) Represents 2019 pre-pandemic revenues, consistent with how we used the data in the December 2022 pay study that informed 2023 pay decisions. |

  135. PEER GROUP USED FOR 2023 PAY ANALYSIs

    | (2) Reflects a mix of 2019 pre-pandemic revenues for the peers in the travel industry as well as annual revenues as of the most recently completed fiscal year at the time of the pay study was conducted for remaining peers. |

  136. PEER GROUP USED FOR 2023 PAY ANALYSIs

    | (3) Reflects market capitalization as of September 30, 2022. |

  137. PEER GROUP USED FOR 2023 PAY ANALYSIs

    | (4) Reflects the average of the peers’ market capitalization as of September 30, 2022. |

  138. PEER GROUP USED FOR 2023 PAY ANALYSIs

    | 90 | 2024 Proxy Statement |

  139. Input from our Chief Executive Officer and Management

    | SELECTING PERFORMANCE METRICS AND TARGETED PERFORMANCE LEVELS | An important part of designing incentive compensation programs is the selection of plan metrics and performance targets. To support the Committee’s pay-for-performance philosophy, selected metrics are tied to stockholder value creation. In addition, performance targets are set at levels designed to balance investor expectations against achievability, without incentivizing undue risk taking. As appropriate, members of our management team prepare background materials and participate in discussions with the Committee relating to the Company’s financial plan, customer-centered initiatives and results, operational excellence, strategic initiatives and proposed performance goals under the executive compensation program. |

  140. Input from our Chief Executive Officer and Management

    | ASSESSING COMPANY PERFORMANCE | Financial performance is a significant component of our incentive programs. Members of our internal audit group provide special reports to the Committee outlining the review of procedures and calculations relating to the degree of achievement of performance goals and payout of incentives for completed performance periods. |

  141. Compensation risk oversight

    | ● | Current and other outstanding awards employ an array of financial and non-financial performance metrics, which help to create a “portfolio” of incentive opportunities, because this design structure reduces motivation to manipulate a single metric to generate a big payout; |

  142. Compensation risk oversight

    | ● | We allocate compensation among base salary, annual short-term cash incentive and long-term incentives, such as RSUs and Performance-Based RSUs that include both time-based and performance-based criteria; |

  143. Compensation risk oversight

    | ● | Our program incorporates a focus on the customer experience in the incentive programs, helping to balance the safeguards against financial risk and behaviors that could contribute to reputational risk; |

  144. Compensation risk oversight

    | ● | The annual short-term cash incentive component includes cash-based awards with payouts tied to the achievement of pre-established performance objectives; |

  145. Compensation risk oversight

    | ● | Performance-Based RSUs vest over multiple years for a long-term performance horizon, which mitigates short-term behavioral incentives and reinforces retention; |

  146. Compensation risk oversight

    | ● | All short-term and long-term performance-based awards include a cap on maximum payout opportunities, as this mitigates against the possibility of excessively high earn-out potentials that could motivate inappropriate behavior; |

  147. Compensation risk oversight

    | ● | The Committee retains discretion to reduce short-term incentive payouts below the formulaic operational results. |

  148. 2023 Executive Compensation Overview

    | | Pay Element | Vehicle | Rationale and Link to Stockholder Value | | FIXED | BASE SALARY | Cash | Fixed cash compensation rewards scope of responsibility, experience and individual performance to attract and retain top talent. | | AT RISK / PERFORMANCE-BASED | SHORT-TERM INCENTIVES | Cash | Promotes strong short-term business results by rewarding value drivers, without creating an incentive to take excessive risk. Serves as key compensation vehicle for rewarding annual results and differentiating performance each year. | | | LONG-TERM INCENTIVES | Performance-based RSUs (paid in shares of Common Stock) Time-based restricted stock units (RSUs) (paid in shares of Common Stock) | Performance-Based RSUs reward achievement of financial, operational and strategic goals as well as retention through the three-year performance period. Equity awards provide a significant stake in the long-term financial success of United that is aligned with stockholder interests and promotes employee retention. Performance-Based RSUs link a meaningful portion of long-term compensation with our environmental sustainability, people impact and supply chain integrity goals. Time-based RSUs vest one-third per year over a three-year period. | | OTHER | RETIREMENT BENEFITS | 401(k) plan and excess 401(k) cash direct and cash match program | Creates shared responsibility for retirement through matching contributions. | | | PERQUISITES | Non-cash benefits, such as active flight benefits, health-related benefits, and reimbursement for certain tax and financial services | Enhances retention and strengthens our relationships with our executives and generally aligns with market practice for perquisites provided to executives at similar levels at companies within the airline industry and general industry groups. |

  149. Elements of 2023 Executive Compensation

    Elements of 2023 Executive Compensation Base Salary The Committee generally reviews and approves base salaries annually in February, with the new rates effective as of April 1, and makes periodic adjustments in connection with promotions, changes in roles and/or responsibilities, or to reward individual performance and promote market competitiveness. In making any such adjustments, the Committee considers the breadth, scope and complexity of the NEO’s role, internal equity and whether the NEO’s base salary is appropriately positioned relative to similarly situated executives in our peer group, among other factors. To comply with CARES Act compensation limits discussed under “Key Executive Compensation Program Changes in 2023” above, the Committee was unable to provide our executives competitive levels of target compensation since 2020. The CARES Act compensation restrictions expired on April 1, 2023, giving the Committee the flexibility to set base salary levels for our NEOs consistent with our compensation philosophy and proportionate with increases in their responsibilities and peer group pay levels since the CARES Act compensation limits took effect. While the 2023 salary levels of individual NEOs vary in terms of their relationship to median peer levels, the aggregate salary level of our top five executives falls below the median aggregate top-five salary level among our peers.

  150. Elements of 2023 Executive Compensation

    | Earned Base SalaryX | STI TARGET OPPORTUNITY %X | Performance Against Annual Goals | = | ACTUAL STI AWARD PAYOUT | | Determined by reviewing: ● Internal and market-based peer group data ● Individual performance | Established using: ● Market-based peer group benchmarks ● Internal calibration | ● Relative weighted average adjusted EBITDA margin (33%) ● Net Promoter Score (NPS) (33%) ● Operational Excellence (33%) | | ● Capped at 200% of target |

  151. Elements of 2023 Executive Compensation

    STI Target Opportunities The target opportunities as a percentage of base salary for 2023 for our NEOs are shown below. Such STI target opportunities are determined by the Committee after considering a number of factors, including the executive’s role and responsibilities, whether the target annual incentive is competitive with target annual incentives for similarly situated executives in our peer group, consideration of internal pay parity and our recent and projected financial performance. For 2023, we increased STI opportunities for some of our NEOs to better align total compensation with market ranges and to increase the portion of their target direct compensation delivered as performance-based compensation. The STI target opportunity for each NEO is expressed as a percentage of the executive’s base salary. If mid-year salary adjustments are made, the target annual incentive award will include the pro-rated impact of the adjustments based on the length of time served at each salary level.

  152. Elements of 2023 Executive Compensation

    | | 2023 STI Target Opportunity | | | | | | | Percentage of Base Salary | | | | | | Named Executive Officer | 2022 | | 2023 | | % Change | | Scott Kirby | 250 | | 250 | | -% | | Brett Hart | 175 | | 175 | | -% | | Torbjorn Enqvist | 106 | | 125 | | ~18% | | Linda Jojo | 106 | | 120 | | ~13% | | Michael Leskinen | 60 | %(1) | 120 | %(2) | 100% | | Gerald Laderman | 106 | | 120 | | ~13% | | Gregory Hart | 106 | | 120 | | ~13% |

  153. Elements of 2023 Executive Compensation

    | (1) Does not include the amount of the special bonus Mr. Leskinen was eligible for under a 2022 subsidiary incentive program. |

  154. Elements of 2023 Executive Compensation

    | ● | Aligned with industry benchmarks, with limited adjustments for labor contracts timing, refinery hedge gains and losses, delays to airplane induction in fleet due to OEM delivery issues and force majeure; and |

  155. Elements of 2023 Executive Compensation

    | ● | Aligned with industry benchmarks; and |

  156. Elements of 2023 Executive Compensation

    2023 STI Outcomes The payouts for the 2023 STI were based on an executive’s target bonus amount and the total payout percentage. Company performance results for the year led to a formulaic payout percentage of 139% of target for 2023. The calculation was based on the following performance against the goals shown below. To encourage continued focus on the operational excellence metrics, the target level goals were intended to be challenging but achievable with strong management performance. The entry and stretch level goals with respect to CD:00 were set at three points above and below the target goal, the entry and stretch level goals for Seat Cancel Rate were set at one point above and below the target goal and the entry and stretch level goals for MBR were set at one point above and below the target goal:

  157. Elements of 2023 Executive Compensation

    | EARNED BASE SALARYX | STI TARGET OPPORTUNITY %X | PERFORMANCE AGAINST ANNUAL GOALS | = | ACTUAL STI AWARD PAYOUT |

  158. Elements of 2023 Executive Compensation

    | | | 2023 STI | | | | | | | 2023 STI | | | | | | Annual Base Salary | Target | 2023 STI Target | Formulaic | Final | | Named Executive Officer | (as of 12/31/23) | Opportunity | Opportunity (1) | Payout | Award | | Scott Kirby | $1,100,000 | 250% | $2,688,356 | 139% | $3,736,815 | | Brett Hart | $900,000 | 175% | $1,521,062 | 139% | $2,114,276 | | Torbjorn Enqvist | $800,000 | 125% | $936,384 | 139% | $1,301,573 | | Linda Jojo | $770,000 | 120% | $879,124 | 139% | $1,221,983 | | Michael Leskinen | $700,000 | 120% | $384,866 | 139% | $534,963 | | Gerald Laderman | $770,000 | 120% | $885,658 | 139% | $1,231,064 | | Gregory Hart | $850,000 | 120% | $990,657 | 139% | $1,377,014 |

  159. Elements of 2023 Executive Compensation

    | (1) 2023 STI target opportunity ($) is determined based on a blended rate, which is the product of the NEO’s (x) 2023 STI Target Opportunity (%) and (y) blended base salary rate for 2023 (i.e., generally reflecting the lower rate in effect prior to April 1, 2023 for 25% of the year and the rate in effect on and after April 1, 2024 for 75% of the year). However, given that both Mr. Leskinen’s base salary and target bonus opportunity increased during the 2023 fiscal year, Mr. Leskinen’s STI Target Opportunity ($) in the table above reflects proration to take into account his base salary and FY23 STI Target Opportunity in effect prior to and after his appointment to Executive Vice President and Chief Financial Officer on September 21, 2023. Mr. Leskinen’s 2023 STI Target Opportunity (%) in the table reflects the Target Opportunity (%) that took effect upon his appointment. |

  160. Elements of 2023 Executive Compensation

    Long-Term Incentive Program Our LTI program employs time-based and performance-based equity and is designed to promote creation of sustainable long-term value for stockholders by focusing on strong year-to-year financial and operational excellence and on the continued growth of our operations over the long-term. The Committee’s Process for Granting Annual LTI Awards LTI awards are typically approved in or near the first quarter of the fiscal year. We believe that consistent timing of equity award grants is consistent with “best practice” in corporate governance and reduces the risk of selecting a grant date with a preferential stock price and positions the Committee to consider the full results for the prior year in determining equity grants. Each year the Committee establishes annual equity award guidelines for all of our executives, including our NEOs, as a percentage of base salary. Each NEO’s LTI award level is assessed by the Committee annually. For performance-based long-term equity awards, an executive may receive payouts ranging from 0% to 200% of the target award. In determining the size of the individual LTI awards granted to our NEOs in 2023, the Committee considered annual financial forecasts, capital expenditure budgets and United’s annual business plan, along with input from the Committee’s independent compensation consultant, Exequity, on compensation trends, peer long-term incentive levels and compensation risk factors. Given that each year’s awards have an overlapping performance period from the prior year, we believe these awards provide the right balance between short-term and long-term focus. The Committee approved Company-wide target values for each of the three categories of performance metrics applicable to LTI awards granted in 2023. 2023 Long-Term Incentive Program Summary Like our STI plan, our LTI program is designed to reward performance that supports our strategic objectives and creates value for our stockholders. A significant percentage of our NEOs’ compensation is in the form of equity with three-year vesting periods, which is designed to promote retention and closely tie the interests of our NEOs to the interests of our stockholders. In 2023, we continued to grant two long-term types of award vehicles, each of which served a different purpose:

  161. Elements of 2023 Executive Compensation

    | ● | Performance-Based RSUs: reward the achievement of key financial, operational and strategic goals. Following our decision to abstain from granting long-term performance-based RSUs in 2021 in connection with the COVID-19 pandemic, we returned to our practice of awarding long-term performance-based RSUs in 2022 in response to stockholder feedback. However, continued uncertainty in the business environment in light of the unique adverse impacts of the COVID-19 pandemic on the travel industry raised challenges in selecting appropriate long-term performance metrics and establishing related long-term performance goals over a three-year performance period. Based on this concern and a desire to design a long-term performance award that would provide meaningful incentives to drive performance throughout the entire vesting cycle, the Committee structured the 2022 and 2023 Performance-Based RSU awards so that the performance metrics and goals are set in one-third increments at the beginning of each year of the three-year performance periods. The three-year nature of each Performance-Based RSU grant means that in any year, an NEO can have Performance-Based RSUs relating to up to three performance periods outstanding at any time. In fiscal year 2023, for example, each NEO had outstanding fiscal year 2022 to 2024 Performance-Based RSUs and fiscal year 2023 to 2025 Performance-Based RSUs. Amounts earned for each of these one-year tranches are accrued and paid at the end of the full three-year award cycle, contingent on continued employment through this period. |

  162. Elements of 2023 Executive Compensation

    To summarize, our Performance-Based RSU awards are measured over a three-year performance period, with specific goals established and measured on an annual basis during the three-year performance period, with 1/3 of the target number of Performance-Based RSUs eligible to vest based on performance during each annual period. Goals are established and measured annually so they can be appropriately aligned with evolving operational and strategic priorities and our financial forecasts. Each tranche represents the performance metrics and goals established by the Committee with respect to 1/3 of the target opportunity under the Performance-Based RSUs. The Performance-Based RSUs support our retention objective by requiring continued employment through the full three-year performance period, subject to limited exceptions.

  163. Elements of 2023 Executive Compensation

    Performance-Based RSUs awarded in 2023 are referred to herein as “2023 Performance-Based RSUs” and the Performance-Based RSUs awarded in 2022 are referred to as “2022 Performance-Based RSUs.”

  164. Elements of 2023 Executive Compensation

    | ● | RSUs: reward long-term Company performance, support executives’ stock ownership and align with stockholders’ interests. In addition, time-based RSUs are designed to balance performance with stability and retention of our executive leadership team by vesting ratably over three years, generally subject to continued employment requirements. Granting time-based RSUs is also consistent with our compensation peer group’s practices. |

  165. Elements of 2023 Executive Compensation

    | ● | Executives’ long-term equity incentive awards are equally divided between time-based RSUs and Performance-Based RSUs; |

  166. Elements of 2023 Executive Compensation

    | ● | The Committee sets performance goals annually; and |

  167. Elements of 2023 Executive Compensation

    | ● | Our long-term equity incentive program serves as a retention lever, through vesting and payout over several years. |

  168. Elements of 2023 Executive Compensation

    | | Tranche 1 2023 Performance-Based RSUs and Tranche 2 2022 Performance-Based RSUs | Time-Based RSUs | | Proportion of Annual Grant | PBRSUs represent 50% of each annual LTI grant, and each tranche of PBRSUs represents one-third of the annual grant of PBRSUs | Time-based RSUs represent 50% of each annual grant | | Metrics & Weighting | CASM-ex: 40% United Next: 40% Strategic (environmental sustainability, people impact and supply chain integrity): 20% Liquidity hurdle: $8 billion in liquidity at end of three-year performance period | Number of shares earned based on continued employment, the value of which increase or decrease with fluctuations in the value of our Common Stock | | Min / Max Payout (% of Target Units) | 0% / 200% | N/A | | Vesting | 3-Year Cliff | 3-Year Ratable, with vesting occurring on an annual basis |

  169. Elements of 2023 Executive Compensation

    | | Target Grant Value | Grant | | | | of PBRSUs | Value of RSUs | Total Target 2023 | | | Awarded in | Granted in | Equity Compensation | | Named Executive Officer | 2023 (1) | 2023 (1) | ($)(2) | | Scott Kirby | $6,325,000 | $6,325,000 | $12,650,000 | | Brett Hart | $3,825,000 | $3,825,000 | $7,650,000 | | Torbjorn Enqvist | $1,800,000 | $1,800,000 | $3,600,000 | | Linda Jojo | $1,540,000 | $1,540,000 | $3,080,000 | | Michael Leskinen(3) | $906,941 | $906,941 | $1,813,882 | | Gerald Laderman | $1,540,000 | $1,540,000 | $3,080,000 | | Gregory Hart | $1,700,000 | $1,700,000 | $3,400,000 |

  170. Elements of 2023 Executive Compensation

    | (1) Except as stated otherwise in footnote 3 below, represents the annual RSU and Performance-Based RSU awards made in April 2023, assuming target performance for PBRSUs. The number of shares of Common Stock subject to the awards was determined by dividing the applicable value in the table by the closing stock price on the grant date and rounding down to the nearest whole unit. |

  171. Elements of 2023 Executive Compensation

    | (3) For Mr. Leskinen, the target grant value of 2023 RSUs and PBRSUs includes a one-time promotional award granted on September 25, 2023 in connection with his promotion to Executive Vice President and Chief Financial Officer. The one-time award had a grant value of $1,600,000, with 50% of the award in the form of RSUs and 50% in the form of PBRSUs, assuming target performance for PBRSUs. The number of shares subject to the promotional RSUs and PBRSUs was determined based on the closing price of United’s Common Stock on the September 25, 2023 grant date, with the promotional equity awards subject to the same vesting conditions as the 2023 annual grants to the NEOs. The remainder of value is attributable to his annual RSU and Performance-Based RSU awards granted in April 2023. |

  172. Elements of 2023 Executive Compensation

    2023 Performance-Based RSUs 2023 Performance-Based RSU awards have a target opportunity of 100% of the target award value and a maximum or “stretch” opportunity equal to 200% of the target award value. Payment opportunities under awards are subject to linear interpolation between performance levels. For tranche 1 of the 2023 Performance-Based RSUs and tranche 2 of the 2022 Performance-Based RSUs, the Committee included the following performance metrics: a financial metric based on CASM-ex (40% of the LTI performance target opportunity); United Next metrics based on hiring of technicians and successful completion of six action items aimed at increasing efficiency (40% of the LTI performance target opportunity); and strategic metrics based on completion of action items relating to environmental sustainability, people impact and supply chain integrity (20% of the LTI performance target opportunity). Each of these performance metrics consists of predefined goals and action items against which performance is measured objectively. The metrics and weights used for tranche 2 of the 2022 Performance-Based RSUs and Tranche 1 of the 2023 Performance Based RSUs are identical to each other and are set forth in the table below. Achievement against these goals has not been certified as of the Record Date.

  173. Elements of 2023 Executive Compensation

    Cash Liquidity Hurdle In addition to the above performance metrics measured during calendar year 2023, payout of the Performance-Based RSUs are contingent on the achievement of a cash liquidity hurdle ($8 billion) as of the end of the three - year performance period. 2023 Time-Based RSUs Time-Based RSUs make up the remaining 50% of our executives’ target long-term equity incentives. Each grant of RSUs vests one-third on each of February 28, 2024, February 28, 2025 and February 28, 2026. Performance Metrics for Tranche 1 of the 2022 Performance-Based RSUs For goals established in 2022 for tranche 1 of the 2022 Performance-Based RSUs, 80% of the goals were set with reference to 2023 performance levels, which supports the long-term focus of the awards. The Committee included the following performance metrics for tranche 1 of the 2022 Performance-Based RSUs: a financial metric based on 2023 CASM-ex (40% of the LTI performance target opportunity); United Next metrics based on aircraft utilization and availability to schedule in 2023 (40% of the long-term performance target opportunity); and 2022 strategic metrics relating to environmental sustainability, people impact and supply chain integrity (20% of the long-term performance target opportunity). The metrics and weights used for tranche 1 of the 2022 Performance-Based RSUs are set forth in the table below. Achievement against these goals has not been certified as of the Record Date.

  174. Elements of 2023 Executive Compensation

    | Goal | Entry (50%) | Target (100%) | Stretch (200%) | | CASM – EX (40%) | | | | | Based on absolute 2023 CASM-ex performance with capacity adjustment compared against 2019. This financial metric differs from the CASM-ex metric used for tranche 2 of the 2022 Performance-Based RSUs and tranche 1 of the 2023 Performance-Based RSUs in that the CASM-ex metric for tranche 1 of the 2022 Performance-Based RSUs is based on absolute 2023 CASM-ex performance with a capacity adjustment compared against 2019. | 7% | 4% | 1% | | UNITED NEXT (40%) Each sub-goal is weighted at 50% of United Next | | | | | ● 2023 Mainline Aircraft Utilization (“Utilization”)—defined as block hours flown per available aircraft per day. The utilization goal is non-consolidated and measured quarterly (with varying weightings as set forth in United’s proxy statement filed with the SEC on April 13, 2023) with a 50/50 weighting of narrowbody and widebody aircraft. | ● Narrowbody: 11 ● Widebody: 13.4 | ● Narrowbody: 11.2 ● Widebody: 13.7 | ● Narrowbody: 11.4 ● Widebody: 14 | | ● 2023 Mainline Aircraft Available to Schedule (“ATS”)—calculated as total aircraft in the fleet minus out-of-service aircraft due to maintenance, commercial projects, spares, paint, charters and delivery/induction timing. The ATS goal is measured quarterly on a consolidated basis with a 50/50 weighting of narrowbody and widebody aircraft and with equal weighting of 25% in each quarter of 2023. The quarterly goals reflect differing expectations regarding the narrowbody and widebody fleets. | Q1: 84.5% Q2: 85.6% Q3: 86.3% Q4: 86.5% | Q1: 85.5% Q2: 86.6% Q3: 87.3% Q4: 87.5% | Q1: 86.5% Q2: 87.6% Q3: 88.3% Q4: 88.5% | | ESG (20%) | | | | | The ESG metric under tranche 1 of Performance-Based RSU awards is the only metric that is based on performance for the 2022 fiscal year. It is based on the completion in 2022 of: ● 15 total actions based on environmental sustainability. ● 8 total actions related to people impact and increasing supplier diversity. | ● Environmental Sustainability: 8 actions completed ● People Impact and Supplier Diversity: 4 actions completed | ● Environmental Sustainability: 11 actions completed ● People Impact and Supplier Diversity: 6 actions completed | ● Environmental Sustainability: 15 actions completed ● People Impact and Supplier Diversity: 8 actions completed |

  175. Use of Adjustments in Incentive Programs

    Use of Adjustments in Incentive Programs Our goal is to pay incentives based on the same underlying business trends and results that our investors are using to measure United performance. To incentivize management to make decisions that have positive, long-term impacts, even at the expense of shorter-term results, and to prevent one-time gains and losses from having too great of an impact on incentive payouts, the Committee reviews whether to adjust results under the 2023 STI, tranches 1 and 2 of the 2022 Performance-Based RSU awards and tranche 1 of the 2023 Performance-Based RSU awards, although no such adjustment has been made as of the Record Date with respect to such awards.

  176. NEO RETIREMENTS AND CHIEF FINANCIAL OFFICER TRANSITION

    On September 21, 2023, Mr. Leskinen was appointed as United’s Executive Vice President and Chief Financial Officer and Mr. Laderman transitioned to serve as Executive Vice President, Finance. In connection with his appointment, Mr. Leskinen entered into an offer letter with United on September 21, 2023 (the “Leskinen Offer Letter”). Pursuant to the Leskinen Offer Letter, Mr. Leskinen’s annual base salary rate was increased to $700,000 effective as of September 21, 2023, his short-term target incentive opportunity was increased to 120% of his base salary (provided that his target 2023 STI award would be pro-rated based on his base salary and target opportunity in effect prior to and following the effective date of his promotion), and he was eligible for a 2024 long-term incentive compensation opportunity equal to 350% of his base salary. The Committee also approved one-time promotional equity awards for Mr. Leskinen with a total target value of $1.6 million, sized based on the closing price of the Common Stock on the September 25, 2023 grant date, with 50% granted as PBRSUs (assuming target performance) for the performance period ending December 31, 2025 and 50% granted as time-based RSUs vesting in one-third increments on February 28, 2024, 2025 and 2026. The Committee approved such compensation increases in connection with Mr. Leskinen’s promotion based on its review of United’s compensation peer group’s practices and Mr. Leskinen’s experience.

  177. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    SEVERANCE AND CHANGE IN CONTROL BENEFITS In order to attract and retain high-performing NEOs, we believe it is appropriate to provide severance to an executive officer in certain circumstances. Each of our NEOs is covered by the terms of United’s Executive Severance Plan, which provides for certain payments and benefits upon qualifying termination events, as described in “Potential Payments Upon Termination or Change in Control” below. Based on the advice of Exequity, we believe that our severance benefits are in line with market practices and provide appropriate levels of compensation and terms and conditions related to executive separations. Further, we believe that these arrangements are an important component of our compensation packages in terms of attracting and retaining top caliber talent in senior leadership roles and in defining terms and conditions of executive separation events. We do not gross up for excise taxes that may be imposed as a result of severance payments and, for payments payable upon or following a change in control, we generally require a qualifying termination of employment in addition to the change in control, with limited exceptions. See “Potential Payments upon Termination or Change in Control” below for a discussion and estimate of the potential compensation and benefits provided pursuant to these arrangements.

  178. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    | 2024 Proxy Statement | 109 |

  179. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information regarding our NEOs for fiscal year 2023, determined in accordance with applicable SEC disclosure rules. The table provides information for 2023 and, to the extent required by applicable SEC disclosure rules, 2022 and 2021.

  180. 2023 Summary Compensation Table

    | | | | | | | Change in | | | | | | | | | Non-Equity | Pension Value | | | | | | | | | Incentive | Non-Qualified | | | | | | | | Stock | Plan | Deferred Compensation | All Other | | | Name and Principal | | Salary | Bonus | Awards | Compensation | Earnings | Compensation | Total | | Position | Year | ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ($)(7) | | Scott Kirby | 2023 | 1,075,000 | — | 10,705,744 | 6,636,815 | — | 155,740 | 18,573,299 | | Chief Executive Officer | 2022 | 1,000,000 | — | 8,666,624 | — | — | 129,978 | 9,796,602 | | | 2021 | 1,000,000 | — | 8,729,907 | — | — | 115,157 | 9,845,064 | | Michael Leskinen | 2023 | 447,103 | 1,128,240 | 1,255,601 | 770,131 | — | 109,090 | 3,710,165 | | Executive Vice President and | | | | | | | | | | Chief Financial Officer | | | | | | | | | | Brett Hart | 2023 | 868,750 | 3,875,000 | 6,420,817 | 3,687,526 | — | 132,851 | 14,984,944 | | President | 2022 | 775,000 | — | 2,603,683 | — | — | 100,912 | 3,479,595 | | | 2021 | 775,000 | — | 2,612,131 | — | — | 89,252 | 3,476,383 | | Torbjorn Enqvist | 2023 | 775,000 | 1,525,000 | 2,996,475 | 2,121,677 | 19,595 | 116,480 | 7,554,227 | | Executive Vice President and | | | | | | | | | | Chief Operations Officer | | | | | | | | | | Linda Jojo | 2023 | 752,501 | 500,000 | 2,649,817 | 2,082,709 | — | 116,219 | 6,101,246 | | Executive Vice President and | 2022 | 700,005 | — | 1,749,976 | — | — | 87,601 | 2,537,582 | | Chief Customer Officer | 2021 | 700,005 | — | 2,438,720 | — | — | 81,092 | 3,219,817 | | Former Chief Financial Officer: | | | | | | | | | | Gerald Laderman | 2023 | 758,750 | 375,000 | 2,671,129 | 2,122,524 | — | 150,270 | 6,077,673 | | Executive Vice President, Finance | 2022 | 725,000 | — | 1,812,439 | — | — | 115,939 | 2,653,378 | | | 2021 | 725,000 | — | 2,433,762 | — | — | 107,169 | 3,265,931 | | Former Chief Growth Officer: | | | | | | | | | | Gregory Hart | 2023 | 850,000 | 250,000 | 2,990,945 | 2,422,174 | 21,005 | 131,160 | 6,665,284 | | Executive Vice President and Special Advisor | 2022 | 850,000 | — | 2,124,938 | — | — | 124,014 | 3,098,952 |

  181. 2023 Summary Compensation Table

    | (1) Represents the actual salary paid to each NEO in 2023. |

  182. 2023 Summary Compensation Table

    | (2) For Mr. Leskinen, payment represents a special bonus paid under a 2022 subsidiary incentive program, payment was contingent upon continued employment with the Company through the applicable vesting date. For Mr. Brett Hart, payment represents the portion of the one-time $4 million retention and recognition award made in May 2022 that vested on May 25, 2023 (75% of the award), with the remaining $1 million (25% of the award) vesting on May 25, 2024, with each payment contingent on Mr. Hart’s continued employment with the Company through the applicable vesting date. For Mr. Enqvist, payment represents a special long-term cash award relating to 2021 promotional and long-term incentives which were delayed due to CARES Act restrictions. Payment of this award was contingent upon continued employment with the Company through the applicable vesting date. Also included is payment of the first 25% of the Transformation Incentive Awards made in 2022 to Messrs. B. Hart, Enqvist, Laderman and G. Hart and Ms. Jojo. The awards vest 25% on both September 22, 2023 and 2024, and the remainder in 2025, with each payment contingent on continued employment through the applicable vesting date and, in the case of the 2025 payment, also contingent on the achievement of an underlying performance goal. |

  183. 2023 Summary Compensation Table

    | (3) For each named executive officer, represents the grant date fair value of RSU and Performance-Based RSUs granted in 2023 (i.e., tranche 1) and, the Performance-Based RSUs granted in 2022 (i.e., tranche 2), each as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation referenced in this column, see note 4 to the consolidated financial statements in the Company’s 2023 Annual Report on Form 10-K. As discussed in the CD&A, the Committee designed the 2023 and 2022 Performance-Based RSUs so that the performance metrics and goals are set in one-third increments at the beginning of each year of the three-year performance Period (January 1, 2023 – December 31, 2025 for the 2023 Performance-Based RSUs and January 1, 2022- December 31, 2024 for the 2022 Performance-Based RSUs). The Committee will set goals for the remaining two-thirds of the 2023 Performance-Based RSU awards in each of 2024 and 2025 and for the remaining one-third of the 2022 Performance-Based RSU awards in 2024. For 2023, in accordance with FASB Topic 718, amounts in this column include the grant date fair value of tranche 1 of the 2023 Performance-Based RSUs, tranche 2 of the 2022 Performance-Based RSUs and the time-vested RSUs granted in 2023. Values with respect to Performance-Based RSUs were calculated based on the probable satisfaction of the applicable performance conditions as of the date of grant (which was target performance) and the closing price per share of Common Stock on the date of grant. |

  184. 2023 Summary Compensation Table

    | 2024 Proxy Statement | 113 |

  185. 2023 Summary Compensation Table

    The following table reflects the aggregate grant date fair value at the maximum or “stretch” level (200% of the target level) of (i) the second tranche of the 2022 Performance-Based RSUs and (ii) the first tranche of the 2023 Performance-Based RSUs, in each case using the closing price per share of Common Stock on the date of grant (as referenced in the table below).

  186. 2023 Summary Compensation Table

    | | | | 2022 | 2023 | | | | Closing Share | Performance-Based | Performance-Based | | | | Price on the | RSUs Maximum | RSUs Maximum | | | Grant Date | Grant Date ($/Sh) | Value ($) | Value ($) | | Scott Kirby | 4/04/23 | 42.54 | 4,544,889 | 4,216,650 | | Michael Leskinen | 4/04/23 | 42.54 | 92,992 | 71,212 | | Michael Leskinen | 9/25/23 | 42.93 | — | 533,276 | | Brett Hart | 4/04/23 | 42.54 | 2,641,734 | 2,549,933 | | Torbjorn Enqvist | 4/04/23 | 42.54 | 1,192,992 | 1,199,968 | | Linda Jojo | 4/04/23 | 42.54 | 1,192,992 | 1,026,660 | | Gerald Laderman | 4/04/23 | 42.54 | 1,235,617 | 1,026,660 | | Gregory Hart | 4/04/23 | 42.54 | 1,448,657 | 1,133,266 |

  187. 2023 Summary Compensation Table

    For the time-vested RSU awards, the grant date fair value was calculated by multiplying the number of RSUs awarded by the closing price per share of Common Stock on the date of grant. See the footnotes to the Grants of Plan-Based Awards for 2023 table below for the share price on the date of grant.

  188. 2023 Summary Compensation Table

    | (4) The amounts reported for 2023 in the “Non-Equity Incentive Plan Compensation” column include payments under both the 2022 STI (which had a performance period of January 1, 2022 through April 3, 2023) and the 2023 STI. The 2023 STI’s performance period reverted back to calendar year as compared to the extended performance period used in the 2022 STI. The following table provides details regarding amounts disclosed in the “Non-Equity Incentive Plan Compensation” column for 2023: |

  189. 2023 Summary Compensation Table

    | | | 2022 STI | | | | | | | | | 2022 STI | | | | | Total | | | Annual Base Salary | Target | 2022 STI Target | Formulaic | 2022 | 2023 | Non-Equity | | | (as of 12/31/22) ($) | Opportunity (%) | Opportunity ($) | Payout | STI ($) | STI (S) | Incentives ($) | | Scott Kirby | 1,000,000 | 250% | 2,500,000 | 116% | 2,900,000 | 3,736,815 | 6,636,815 | | Michael Leskinen | 341,120 | 60% | 202,731 | 116% | 235,168 | 534,963 | 770,131 | | Brett Hart | 775,000 | 175% | 1,356,250 | 116% | 1,573,250 | 2,114,276 | 3,687,526 | | Torbjorn Enqvist | 700,000 | 106% | 706,986 | 116% | 820,104 | 1,301,573 | 2,121,677 | | Linda Jojo | 700,000 | 106% | 742,005 | 116% | 860,726 | 1,221,983 | 2,082,709 | | Gerald Laderman | 725,000 | 106% | 768,500 | 116% | 891,460 | 1,231,064 | 2,122,524 | | Gregory Hart | 850,000 | 106% | 901,000 | 116% | 1,045,160 | 1,377,014 | 2,422,174 |

  190. 2023 Summary Compensation Table

    | (5) Prior to the 2010 merger, Messrs. Enqvist, Laderman and G. Hart participated in pension benefits provided as part of the compensation program of Continental Airlines, including the CARP and also, with respect to Mr. Laderman, the SERP. None of the other NEOs participate in the pension benefits. The amounts are calculated based on the difference in the present value of accumulated benefits determined as of December 31, 2023 and December 31, 2022. These benefits are frozen, but the values of the frozen benefits continue to fluctuate based on changes in actuarial assumptions and the passage of time. Decreases in pension values are shown as zeroes in the Summary Compensation Table. For the period from December 31, 2022 to December 31, 2023, the passage of time, change in CARP mortality table, and increases in the discount rate and lump sum interest rate had offsetting effects on the present value of accumulated benefits resulting in a net decrease in value for Mr. Laderman of $111,172. See “Narrative to Pension Benefits Table” below for a discussion of the assumptions used to calculate the present values of these pension benefits and further information on the provisions of the plans. |

  191. 2023 Summary Compensation Table

    | 114 | 2024 Proxy Statement |

  192. 2023 Summary Compensation Table

    | (6) The following table provides details regarding amounts disclosed in the “All Other Compensation” column for 2023: |

  193. 2023 Summary Compensation Table

    | | Insurance | | 401(k) Cash | | | | | | Premiums | | Direct and | Perquisites | | | | | Paid by | 401(k) Company | Cash Match | and Other | Tax | | | | Company | Contributions | Program | Benefits | Indemnification | Total | | Name | ($)(a) | ($)(b) | ($)(b) | ($)(c) | ($)(d) | ($) | | Scott Kirby | 11,883 | 23,100 | 52,150 | 31,657 | 36,950 | 155,740 | | Michael Leskinen | 1,504 | 20,625 | 7,319 | 42,692 | 36,950 | 109,090 | | Brett Hart | 8,265 | 23,100 | 37,713 | 37,895 | 25,878 | 132,851 | | Torbjorn Enqvist | 6,170 | 24,750 | 33,375 | 28,406 | 23,779 | 116,480 | | Linda Jojo | 10,433 | 23,100 | 29,575 | 37,956 | 15,155 | 116,219 | | Gerald Laderman | 23,388 | 26,400 | 34,300 | 35,948 | 30,234 | 150,270 | | Gregory Hart | 11,779 | 26,400 | 41,600 | 23,617 | 27,764 | 131,160 |

  194. 2023 Summary Compensation Table

    | (a) Represents premiums paid by the Company for supplemental life insurance provided to the named executive officers. |

  195. 2023 Summary Compensation Table

    | (b) Amounts shown represent Company contributions to the 401(k) plan. The 401(k) cash direct and cash match program provides cash payments equivalent to direct and matching contributions that could not be made to the applicable 401(k) plan as a result of contribution limits imposed under the Internal Revenue Code. |

  196. 2023 Summary Compensation Table

    | (c) For each named executive officer, this column includes the Company’s incremental cost of providing the named executive officer with air travel on flights operated by any UAL subsidiary or operated as “United Express,” financial planning and tax services and an annual physical. Amounts for Messrs. Leskinen, B. Hart, Enqvist and Laderman and Ms. Jojo also include costs related to reserved parking at the Company’s offices. The NEOs also have access to certain other travel-related benefits with no incremental cost to the Company, such as access to our United Club facilities and status in our Mileage Plus® programs for the executives and their immediate family members, complimentary car rentals provided by certain travel partners and flight privileges on certain other air carriers. In connection with the Company’s sponsorship of certain events and partnerships with various organizations and venues, certain perquisites that have no additional aggregate incremental cost to the Company, including tickets, memberships and parking access, are made available to the CEO and, in certain circumstances, other officers of the Company. Officers have access to certain package delivery services, which are provided at no incremental cost to the Company. Officers of the Company also are eligible to purchase on a voluntary basis group excess liability or “umbrella” insurance. The Company has no interest in these policies and does not subsidize the cost or make any other payment with respect to such coverage. |

  197. 2023 Summary Compensation Table

    | (d) In each case, this amount represents taxes paid on behalf of the named executive officer with respect to air travel on flights operated by any UAL subsidiary or operated as “United Express.” |

  198. 2023 Summary Compensation Table

    | (7) The total compensation reported for the 2023 Summary Compensation Table aligns with the total compensation methodology utilized for compensation restrictions under the CARES Act agreements, provided, however, that the CARES Act agreements measure total compensation on a rolling 12-month basis. The compensation restrictions under the CARES Act agreements continued until April 1, 2023. During the period of the CARES Act agreement restrictions, the Company was prohibited from paying our NEOs total compensation that exceeds the sum of a) $3 million plus b) 50 percent of the excess over $3 million of total compensation received by such employee in calendar year 2019. |

  199. 2023 Summary Compensation Table

    | 2024 Proxy Statement | 115 |

  200. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table sets forth information regarding plan-based awards granted during 2023 to our NEOs. These awards include the 2023 STI cash awards, Performance-Based RSUs for the 2022-2024 performance period (representing one-third of the award with respect to which goals were established in 2023) and Performance-Based RSUs for the 2023-2025 performance period (representing one-third of the award with respect to which goals were established in 2023) and time-vested RSU awards. All of these awards were granted pursuant to the 2021 Plan.

  201. Grants of Plan-Based Awards for 2023

    | | | | | | | | | | All Other | Grant | | | | | | | | | | | Stock | Date | | | | | | | | | | | Awards: | Fair Value | | | | | | | | | | | Number of | of Stock | | | | | Estimated Future Payouts Under | | | Estimated Future Payouts Under | | | Shares of | and | | | | | Non-Equity Incentive Plan Awards | | | Equity Incentive Plan Awards | | | Stock or | Option | | | Grant | Approval | Threshold | Target | Maximum | Threshold | Target | Maximum | Units | Awards | | Name | Date | Date | ($) | ($)(5) | ($) | (#) | (#) | (#) | (#) | ($)(6) | | Scott Kirby | 4/04/23 (1) | | 1,344,178 | 2,688,356 | 5,376,712 | - | - | - | - | - | | | 4/04/23 (2) | | - | - | - | 26,710 | 53,419 | 106,838 | - | 2,272,444 | | | 4/04/23 (3) | | - | - | - | 24,781 | 49,561 | 99,122 | - | 2,108,325 | | | 4/04/23 (4) | | - | - | - | - | - | - | 148,683 | 6,324,975 | | Michael Leskinen | 4/04/23 (1) | | 192,433 | 384,866 | 769,732 | - | - | - | - | - | | | 4/04/23 (2) | | - | - | - | 547 | 1,093 | 2,186 | - | 46,496 | | | 4/04/23 (3) | | - | - | - | 419 | 837 | 1,674 | - | 35,606 | | | 4/04/23 (4) | | - | - | - | - | - | - | 2,513 | 106,903 | | | 9/25/23 (3) | | - | - | - | 3,106 | 6,211 | 12,422 | - | 266,638 | | | 9/25/23 (4) | | - | - | - | - | - | - | 18,634 | 799,958 | | Brett Hart | 4/04/23 (1) | | 760,531 | 1,521,062 | 3,042,124 | - | - | - | - | - | | | 4/04/23 (2) | | - | - | - | 15,525 | 31,050 | 62,100 | - | 1,320,867 | | | 4/04/23 (3) | | - | - | - | 14,986 | 29,971 | 59,942 | - | 1,274,966 | | | 4/04/23 (4) | | - | - | - | - | - | - | 89,915 | 3,824,984 | | Torbjorn Enqvist | 4/04/23 (1) | | 468,192 | 936,384 | 1,872,768 | - | - | - | - | - | | | 4/04/23 (2) | | - | - | - | 7,011 | 14,022 | 28,044 | - | 596,496 | | | 4/04/23 (3) | | - | - | - | 7,052 | 14,104 | 28,208 | - | 599,984 | | | 4/04/23 (4) | | - | - | - | - | - | - | 42,313 | 1,799,995 | | Linda Jojo | 4/04/23 (1) | | 439,562 | 879,124 | 1,758,248 | - | - | - | - | - | | | 4/04/23 (2) | | - | - | - | 7,011 | 14,022 | 28,044 | - | 596,496 | | | 4/04/23 (3) | | - | - | - | 6,034 | 12,067 | 24,134 | - | 513,330 | | | 4/04/23 (4) | | - | - | - | - | - | - | 36,201 | 1,539,991 | | Gerald Laderman | 4/04/23 (1) | | 442,829 | 885,658 | 1,771,316 | - | - | - | - | - | | | 4/04/23 (2) | | - | - | - | 7,262 | 14,523 | 29,046 | - | 617,808 | | | 4/04/23 (3) | | - | - | - | 6,034 | 12,067 | 24,134 | - | 513,330 | | | 4/04/23 (4) | | - | - | - | - | - | - | 36,201 | 1,539,991 | | Gregory Hart | 4/04/23 (1) | | 495,329 | 990,657 | 1,981,314 | - | - | - | - | - | | | 4/04/23 (2) | | - | - | - | 8,514 | 17,027 | 34,054 | - | 724,329 | | | 4/04/23 (3) | | - | - | - | 6,660 | 13,320 | 26,640 | - | 566,633 | | | 4/04/23 (4) | | - | - | - | - | - | - | 39,962 | 1,699,983 |

  202. Grants of Plan-Based Awards for 2023

    | (1) Represents the 2023 STI cash award for the performance period January 1, 2023 through December 31, 2023. As described in the CD&A, the 2023 STI awards paid out in March 2024 with overall performance at 139% of the target level after the Committee certified performance. |

  203. Grants of Plan-Based Awards for 2023

    | (2) Represents award opportunities for one-third of the full number of shares for which performance goals were established in 2023 for the Performance-Based RSUs granted for the performance period January 1, 2022 through December 31, 2024. See also footnote 6, below. |

  204. Grants of Plan-Based Awards for 2023

    | (3) Represents award opportunities for one-third of the full number of shares for which performance goals were established in 2023 for the Performance-Based RSUs granted for the performance period January 1, 2023 through December 31, 2025. See also footnote 6, below. |

  205. Grants of Plan-Based Awards for 2023

    | 116 | 2024 Proxy Statement |

  206. Grants of Plan-Based Awards for 2023

    | (4) Represents 2023 LTI awards granted as stock-settled RSUs that are scheduled to vest in one-third increments on February 28, 2024, 2025 and 2026, subject to the NEO’s continued employment through the applicable vesting date or qualifying termination of employment. |

  207. Grants of Plan-Based Awards for 2023

    | (5) Represents the product of the NEO’s (x) FY23 STI Target Opportunity (%) and (y) the NEO’s blended base salary rate for 2023. Mr. Leskinen’s STI Target Opportunity ($) was prorated to reflect his base salary and FY23 STI Target Opportunity in effect prior to and after his appointment to Executive Vice President and Chief Financial Officer on September 21, 2023. |

  208. Grants of Plan-Based Awards for 2023

    | (6) Represents the grant date fair value of the 2022 and 2023 Performance-Based RSU awards and the time-vested RSU awards determined in accordance with ASC Topic 718. In accordance with ASC Topic 718, only the portion of the Performance-Based RSUs for which the performance metrics were established in 2023 (i.e., one-third of the total number of shares subject to the award) is reflected in this table. Performance goals with respect to the remaining one-third of the 2022 Performance-Based RSUs will be established in 2024 and performance goals with respect to the remaining two-thirds of the 2023 Performance-Based RSUs will be established in 2024 and 2025, and will be reported in the Summary Compensation Table for the applicable year in which the goals are established. |

  209. Grants of Plan-Based Awards for 2023

    In accordance with the SEC disclosure rules, the aggregate grant date fair value of the Performance-Based RSUs granted in April 2023, and for Mr. Leskinen in September 2023, was calculated based on the target level (100%) of performance based on the probable satisfaction of the required performance conditions and the closing price per share of Common Stock on the date of grant ($42.54 per share for the awards granted on April 4, 2023 and $42.93 per share for the awards granted on September 25, 2023). For the time-vested RSUs, the amount was calculated by multiplying the number of RSUs awarded by the closing price per share of Common Stock on the date of grant ($42.54 per share for the awards granted on April 4, 2023 and $42.93 per share for the awards granted on September 25, 2023).

  210. Grants of Plan-Based Awards for 2023

    | 2024 Proxy Statement | 117 |

  211. Narrative to 2023 Summary Compensation Table and Grants of Plan-Based Awards for 2023 Table

    Narrative to 2023 Summary Compensation Table and Grants of Plan-Based Awards for 2023 Table The following is a description of material factors necessary to understand the information disclosed in the 2023 Summary Compensation Table and the Grants of Plan-Based Awards for 2023 and which are not otherwise described in the Compensation Discussion and Analysis or the footnotes to the 2023 Summary Compensation Table and the Grants of Plan-Based Awards for 2023. Prior to fiscal year 2023, as previously disclosed for NEOs for the applicable year, the Committee approved the following special awards, which continued to vest in 2023: Mr. Leskinen participated in a 2022 subsidiary incentive program which provided for a special bonus, the payment of which was contingent upon continued employment with the Company through the applicable vesting date in 2023. In May 2021, Mr. Enqvist was granted a special cash promotion incentive award in the amount of $900,000 in connection with his promotion to Executive Vice President in May 2021, which vested and was paid in April 2023. In May 2022, the Committee approved a one-time retention and recognition award to Mr. Brett Hart. Such award has a total cash payment opportunity of $4,000,000, $3,000,000 of which vested on May 25, 2023 and $1,000,000 of which is scheduled to vest on May 25, 2024, contingent on Mr. Hart's continued employment with the Company through the applicable vesting date. The Committee approved such award in recognition of the expansion in Mr. Brett Hart's role since his promotion in 2020, including his oversight responsibility for airport operations, technical operations and flight operations. Payout occurs shortly following vesting. In September 2022, the Committee approved performance-based incentive awards (the “Transformation Incentive Awards”) to each of our NEOs other than Mr. Leskinen. The Transformation Incentive Awards provide an incentive opportunity of 50% to 150% of the target opportunity (or 0%-150% with respect to Mr. Kirby) based on the achievement of a pre-established human capital performance goal during the period January 1, 2023 through June 30, 2025, with a service-based vesting condition over a three year period beginning September 22, 2022 and ending September 22, 2025. For recipients other than Mr. Kirby, the Transformation Incentive Award vested with respect to 25% of the target opportunity on September 22, 2023 and will vest with respect to 25% of the target opportunity on September 22, 2024, subject to the NEO’s continued employment with the Company through the applicable interim vesting date. Mr. Kirby’s Transformation Incentive Award does not include interim vesting dates and his entire Transformation Award opportunity vests on September 22, 2025 based on performance achieved during the applicable performance period. Following September 22, 2025, NEOs will receive the portion of their target opportunity earned based on the achievement of the underlying performance goal, reduced by the amounts received on the interim vesting dates, if any. The Transformation Incentive Awards provide for pro-rata vesting in the event of certain qualifying terminations of employment. The target opportunities for the Transformation Incentive Awards granted to the Company’s NEOs are as follows: Mr. Kirby—$3,000,000 and 58,055 Performance-Based RSUs; Mr. Brett Hart—$3,500,000; Mr. Enqvist - $2,500,000; Ms. Jojo - $2,000,000; Mr. Laderman - $1,500,000; and Mr. Greg Hart—$1,000,000. The RSU portion of Mr. Kirby’s Transformation Incentive Award will be settled in shares of our Common Stock upon vesting. The remainder of Mr. Kirby’s total Transformation Incentive Award opportunity and all of the Transformation Incentive Awards to each of Messrs. B. Hart, Enqvist, Laderman and G. Hart and Ms. Jojo was granted in the form of a cash performance incentive award.

  212. Narrative to 2023 Summary Compensation Table and Grants of Plan-Based Awards for 2023 Table

    | 118 | 2024 Proxy Statement |

  213. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents information regarding the outstanding equity awards held by each NEO as of December 31, 2023. In accordance with SEC reporting requirements, if performance through 2023 has exceeded the entry level, then the year-end number of Performance-Based RSUs that have not yet vested and the related payout value shown in the table below is based on achieving the next higher performance measure that exceeds the performance achieved through the 2023 fiscal year. At year-end 2023, the first-third of the 2022 Performance-Based RSUs were estimated at below the target level and therefore are shown at the target level (100% of the target opportunity) and the second-third of the 2022 Performance-Based RSUs and the first-third of the 2023 Performance-Based RSUs were each estimated at above the target level and therefore are shown at the stretch level (200% of the target opportunity) and the equity portion of the Transformation Incentive Award granted to Mr. Kirby as Performance-Based RSUs was estimated at above the target level and therefore is shown at the stretch level (150% of the target opportunity). The final value of these awards will be based on the Committee’s determination of the achievement of the performance conditions and the value of the Common Stock at the time of vesting.

  214. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity | Equity | | | | | | | | | Incentive | Incentive | | | | | | | | | Plan | Plan | | | | | | | | | Awards; | Awards; | | | | | | | | | Number | Market or | | | | | | | | | of | Payout | | | | | | | Number | Market | Unearned | Value of | | | | | | | of | Value of | Shares, | Unearned | | | | | | | Shares or | Shares or | Units or | Shares, | | | | | | | Units of | Units of | Other | Units | | | Number of | Number of | | | Stock | Stock | Rights | or Other | | | Securities | Securities | | | That | That | That | Rights | | | Underlying | Underlying | | | Have | Have | Have | That | | | Unexercised | Unexercised | Option | Option | Not | Not | Not | Have Not | | | Options (#) | Options (#) | Exercise | Expiration | Vested | Vested | Vested | Vested | | Name | Exercisable | Unexercisable | Price ($) | Date | (#) | ($) | (#) | ($) | | Scott Kirby | 159,321(1) | - | 58.69 | 8/29/26 | - | - | - | - | | | 33,755(2) | 273,110(2) | 110.21 | 12/04/29 | - | - | - | - | | | - | - | - | - | 106,838(3) | 4,408,136(5) | - | - | | | - | - | - | - | 148,683(4) | 6,134,661(5) | - | - | | | - | - | - | - | - | - | 160,256(6) | 6,612,163(9) | | | - | - | - | - | - | - | 99,122(7) | 4,089,774(9) | | | - | - | - | - | - | - | 87,083(8) | 3,593,045(9) | | Michael Leskinen | - | - | - | - | 2,187(3) | 90,236(5) | - | - | | | - | - | - | - | 2,513(4) | 103,686(5) | - | - | | | - | - | - | - | 18,634(10) | 768,839(5) | - | - | | | - | - | - | - | - | - | 3,279(6) | 135,292(9) | | | - | - | - | - | - | - | 1,674(7) | 69,069(9) | | | - | - | - | - | - | - | 12,422(11) | 512,532(9) | | Brett Hart | 21,521(12) | - | 77.56 | 6/14/27 | - | - | - | - | | | - | - | - | - | 27,511(3) | 1,135,104(5) | - | - | | | - | - | - | - | 89,915(4) | 3,709,893(5) | - | - | | | - | - | - | - | - | - | 93,149(6) | 3,843,328(9) | | | - | - | - | - | - | - | 59,942(7) | 2,473,207(9) | | Torbjorn Enqvist | - | - | - | - | 8,974(3) | 370,267(5) | - | - | | | - | - | - | - | 42,313(4) | 1,745,834(5) | - | - | | | - | - | - | - | - | - | 42,066(6) | 1,735,643(9) | | | - | - | - | - | - | - | 28,208(7) | 1,163,862(9) | | Linda Jojo | 14,348(12) | - | 77.56 | 6/14/27 | - | - | - | - | | | - | - | - | - | 8,546(13) | 352,608(5) | - | - | | | - | - | - | - | 28,045(3) | 1,157,137(5) | - | - | | | - | - | - | - | 36,201(4) | 1,493,653(5) | - | - | | | - | - | - | - | - | - | 42,066(6) | 1,735,643(9) | | | - | - | - | - | - | - | 24,134(7) | 995,769(9) | | Gerald Laderman | - | - | - | - | 29,046(3) | 1,198,438(5) | - | - | | | - | - | - | - | 36,201(4) | 1,493,653(5) | - | - | | | - | - | - | - | - | - | 43,568(6) | 1,797,616(9) | | | - | - | - | - | - | - | 24,134(7) | 995,769(9) | | Gregory Hart | - | - | - | - | 34,054(3) | 1,405,068(5) | - | - | | | - | - | - | - | 39,962(4) | 1,648,832(5) | - | - | | | - | - | - | - | - | - | 51,080(6) | 2,107,561(9) | | | - | - | - | - | - | - | 26,640(7) | 1,099,166(9) |

  215. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2024 Proxy Statement | 119 |

  216. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Represents premium-priced stock options that Mr. Kirby was granted in connection with joining the Company, which have an exercise price that was set at 25% higher than the closing stock price on the date of grant. |

  217. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) In connection with the CEO transition process, Mr. Kirby received an award in December 2019 of premium-priced stock options (with an exercise price that was set 25% higher than the closing stock price on the date of grant). The options have a ten-year term and vest in accordance with the following schedule: (i) 11% of the options vested on May 20, 2023; (ii) 22% of the options will vest on May 20, 2024; (iii) 22% of the options will vest on May 20, 2025; (iv) 22% of the options will vest on May 20, 2026; (v) 11% of the options will vest on May 20, 2027; and (vi) 12% of the options will vest on May 20, 2028, subject to continued employment through each vesting date or qualifying termination of employment. |

  218. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Represents RSUs granted in 2022 which vested or will vest in one-third increments on February 28, 2023, 2024 and 2025, subject to continued employment through each vesting date or qualifying termination of employment. |

  219. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) Represents RSUs granted in 2023 which vested or will vest in one-third increments on February 28, 2024, 2025 and 2026, subject to continued employment through each vesting date or qualifying termination of employment. |

  220. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) The market value shown in the table was calculated based on the number of RSUs held as of December 31, 2023 multiplied by the closing price per share of Common Stock on December 29, 2023 (the last trading day of 2023) ($41.26). |

  221. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) Represents two-thirds of the 2022 Performance-Based RSU awards assuming that one-third of the award achieves the “target” level of performance (100% of the target opportunity) and one-third of the award achieves the “stretch” level of performance (200% of the target opportunity) with respect to the portions of the award with respect to which goals have been established. Vesting of each one-third of these awards is subject to the Committee’s certification of key financial, operational and strategic goals established and measured on an annual basis during the January 1, 2022 through December 31, 2024 performance period, with vesting of both tranches occurring on December 31, 2024, subject to continued employment or qualifying termination of employment. Additional details about goals for the 2022 Performance-Based RSU awards can be found under the headings “Performance Metrics for Tranche 1 of the 2022 Performance-Based RSUs” and “2023 Performance-Based RSUs” in the Compensation Discussion and Analysis. |

  222. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (7) Represents one-third of the 2023 Performance-Based RSU award assuming the award achieves the “stretch” level of performance (200% of the target opportunity) with respect to the portions of the award with respect to which goals have been established. Vesting of this award is subject to the Committee’s certification of achievement of key financial, operational and strategic goals established and measured on an annual basis during the January 1, 2023 through December 31, 2025 performance period, with vesting occurring on December 31, 2025, subject to continued employment or qualifying termination of employment. Additional details about goals for tranche 1 of the 2023 Performance-Based RSU awards can be found under the heading “2023 Performance-Based RSUs” in the Compensation Discussion and Analysis. |

  223. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (8) Represents the equity Transformation Incentive Award granted in 2022 to Mr. Kirby as a Performance-Based RSU award assuming that the award achieves the “stretch” level of performance (150% of the target opportunity). Mr. Kirby’s entire Transformation Incentive Award opportunity vests on September 22, 2025 based on achievement of a pre-established human capital performance goal during the period from January 1, 2023 through June 30, 2025, subject to his continued employment or qualifying termination of employment. |

  224. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (9) The market value of the unvested Performance-Based RSUs shown in the table was calculated based on the number of unvested RSUs as of December 31, 2023 that represent the level of performance as reflected in footnotes 6, 7 and 8 to this table, respectively, multiplied by the closing price per share of Common Stock on December 29, 2023 ($41.26). Subject to achievement of the specified performance conditions, the Performance-Based RSUs will be settled in shares of Common Stock. |

  225. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (10) Represents an RSU award granted to Mr. Leskinen on September 25, 2023 in accordance with his promotion to Executive Vice President and Chief Financial Officer. This award vests in one-third increments on February 28, 2024, 2025 and 2026, subject to continued employment through each vesting date or qualifying termination of employment. |

  226. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (11) Represents one-third of the 2023 Performance-Based RSU award granted to Mr. Leskinen in accordance with his promotion to Executive Vice President and Chief Financial Officer in September 2023, assuming the award achieves the “stretch” level of performance (200% of the target opportunity) with respect to the portions of the award with respect to which goals have been established. Vesting of this award is subject to the Committee’s certification of achievement of key financial, operational and strategic goals established and measured on an annual basis during the January 1, 2023 through December 31, 2025 performance period, with vesting occurring on December 31, 2025, subject to continued employment or qualifying termination of employment, on the same basis as awards described in footnote 7. |

  227. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (12) Represents special stock option awards granted to Mr. Hart and Ms. Jojo on June 14, 2017. These awards are fully vested. |

  228. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (13) Represents a special RSU award granted to Ms. Jojo on February 21, 2020. This award vested or will vest in one-third increments over the third, fourth and fifth anniversary of the date of grant (February 21, 2023, 2024 and 2025), subject to continued employment through each vesting date or qualifying termination of employment. |

  229. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 120 | 2024 Proxy Statement |

  230. Option Exercises and Stock Vested for 2023

    Option Exercises and Stock Vested for 2023 The following table presents information regarding the vesting of RSUs during 2023. There was no vesting of PBRSUs during 2023 nor were there option exercises by the named executive officers during 2023.

  231. Option Exercises and Stock Vested for 2023

    | | Stock Awards | | | | Number of Units Vesting | Value Realized on Vesting | | Name | (#) | ($) | | Scott Kirby | 42,937(1) | 2,231,007(1) | | | 28,491(2) | 1,480,392(2) | | | 53,418(3) | 2,775,599(3) | | Michael Leskinen | 1,254(1) | 65,158(1) | | | 597(2) | 31,020(2) | | | 1,093(3) | 56,792(3) | | Brett Hart | 29,430(1) | 1,529,183(1) | | | 5,311(2) | 275,960(2) | | | 13,755(3) | 714,710(3) | | Torbjorn Enqvist | 4,041(1) | 209,970(1) | | | 2,025(2) | 105,219(2) | | | 4,487(3) | 233,145(3) | | Linda Jojo | 5,609(1) | 291,444(1) | | | 7,957(2) | 413,446(2) | | | 14,022(3) | 728,583(3) | | | 4,273(4) | 205,959(4) | | Gerald Laderman | 5,809(1) | 301,836(1) | | | 7,810(2) | 405,808(2) | | | 14,523(3) | 754,615(3) | | Gregory Hart | 6,811(1) | 353,900(1) | | | 7,763(2) | 403,365(2) | | | 17,027(3) | 884,723(3) |

  232. Option Exercises and Stock Vested for 2023

    | (1) Represents the vesting on February 28, 2023 of one-third of the time-vested RSUs granted in 2020 and valued based on the closing price per share of Common Stock on the vesting date ($51.96). |

  233. Option Exercises and Stock Vested for 2023

    | (2) Represents the vesting on February 28, 2023 of one-fourth of the time-vested RSUs granted in 2021 and valued based on the closing price per share of Common Stock on the vesting date ($51.96). |

  234. Option Exercises and Stock Vested for 2023

    | (3) Represents the vesting on February 28, 2023 of one-third of the time-vested RSUs granted in 2022 and valued based on the closing price per share of Common Stock on the vesting date ($51.96). |

  235. Option Exercises and Stock Vested for 2023

    | (4) Represents the vesting on February 21, 2023 of one-third of a special award granted to Ms. Jojo in the form of time-vested RSU awards and valued based on the closing price per share of Common Stock on the vesting date ($48.20). |

  236. Option Exercises and Stock Vested for 2023

    | 2024 Proxy Statement | 121 |

  237. 2023 Pension Benefits Table

    2023 Pension Benefits Table Prior to the 2010 merger, Continental Airlines maintained a SERP benefit for Mr. Laderman that provides an annual retirement benefit expressed as a percentage of his final average compensation. The SERP is not a current element of the Company’s compensation program. For Mr. Laderman, final average pay used in the SERP calculation was frozen as of December 31, 2010 and the SERP benefit was fully frozen as of December 31, 2013. Messrs. Enqvist, Laderman and G. Hart also participate in the CARP, which was frozen as of December 31, 2013. The following table sets forth information as of December 31, 2023 for Messrs. Enqvist, Laderman and G. Hart concerning the present value of their accumulated benefits under the CARP, which was frozen with respect to all management and administrative employees, including officers, as of December 31, 2013, and, with respect to Mr. Laderman, his SERP benefit. The SERP amounts shown in this Proxy Statement reflect an estimated Medicare tax indemnification that is expected to be paid by the Company in the year Mr. Laderman retires or terminates employment.

  238. 2023 Pension Benefits Table

    | | | | Present Value of | Payments During | | | | Number of Years | Accumulated | Last Fiscal | | | | of Credited Service | Benefit | Year | | Name | Plan Name | (#)(1) | ($)(2) | ($) | | Torbjorn Enqvist | CARP | 17.4 | 272,690 | - | | Gerald Laderman | CARP | 23.3 | 669,147 | - | | | SERP | 19.0 | 3,760,430 | - | | Gregory Hart | CARP | 15.4 | 329,980 | - |

  239. 2023 Pension Benefits Table

    | (1) Years of credited service recognized under the SERP differ from actual service with the Company. Actual Company service (including Continental service) through December 31, 2013 is shown with respect to the CARP. |

  240. 2023 Pension Benefits Table

    | (2) The assumptions used to calculate the present value of accumulated benefits under CARP and SERP, including those shown in the 2023 Summary Compensation Table, are set forth in the table below. These assumptions are primarily the same as those used for pension plan accounting under FASB ASC Topic 715-20 “Compensation—Retirement Benefits—Defined Benefit Plans—General” (“ASC 715-20”), as of each measurement date with three exceptions: pre-retirement mortality; pre-retirement turnover; and the age at which participants are assumed to retire. |

  241. 2023 Pension Benefits Table

    | 122 | 2024 Proxy Statement |

  242. Narrative to Pension Benefits Table

    Narrative to Pension Benefits Table

  243. Narrative to Pension Benefits Table

    | | Measurement Date | | | | Assumption | 12/31/2021 | 12/31/2022 | 12/31/2023 | | Discount Rate and Lump Sum Interest Rate: | | | | | · CARP | 2.97% | 5.26% | 5.08% | | · SERP | 4.40% | 4.40% | 4.40% | | Lump Sum Election | 100% | 100% | 100% | | Pre-retirement Turnover | None | None | None | | Mortality Assumption: | | | | | · Pre-retirement | None | None | None | | · Lump Sum—CARP | 2022 IRS | 2023 IRS | 2024 IRS | | | 417(e) Table | 417(e) Table | 417(e) Table | | | projected with | projected with | projected with | | | mortality | mortality | IRS-modified mortality | | | improvement scale | improvement scale | improvement scale | | | MP-2021 through the | MP-2021 through the | MP-2021 through the | | | year of | year of | year of | | | commencement | commencement | commencement | | · Lump Sum—SERP | 2019 IRS | 2019 IRS | 2019 IRS | | | 417(e) Table | 417(e) Table | 417(e) Table | | Assumed Retirement Age (earliest unreduced age): | | | | | · CARP | Age 65 | Age 65 | Age 65 | | | (or current age if | (or current age if | (or current age if | | | older) | older) | older) | | · SERP | Age 60 | Age 60 | Age 60 | | | (or current age if | (or current age if | (or current age if | | | older) | older) | older) |

  244. Narrative to Pension Benefits Table

    CARP. The CARP is a non-contributory, defined benefit pension plan in which substantially all of Continental’s non-pilot domestic employees (including Messrs. Enqvist, Laderman and G. Hart) were entitled to participate. During 2023, the Company did not contribute to the CARP. Effective December 31, 2013, the Company froze benefit accruals under the CARP for all management and administrative employees, including Messrs. Enqvist, Laderman and G. Hart. Effective January 1, 2014, all management and administrative employees of the Company, including the named executive officers, participate in defined contribution plans. In addition, management employees with compensation greater than the tax-qualified plan limit, including officers, participate in the United Airlines, Inc. Management Cash Direct & Cash Match Program. The Company’s decision to freeze the CARP was part of the Company’s efforts to standardize management and administrative benefits following the 2010 merger with Continental. The CARP benefit is based on a formula that utilizes final average compensation and service while the participant was an eligible employee of Continental. Compensation used to determine benefits is regular pay, which includes salary deferral elections under broad-based employee programs (such as United’s 401(k) plan), but excludes bonuses, taxable income derived from group term life insurance, payments pursuant to profit sharing plans, and any form of non-cash or incentive compensation. A limit of $170,000 is applied to each year of compensation. Final average compensation is based on the highest five consecutive calendar years of compensation of the ten most recent calendar years of employment. The final average compensation used to calculate the frozen accrued CARP benefit for Messrs. Enqvist, Laderman and G. Hart is $170,000.

  245. Narrative to Pension Benefits Table

    | 2024 Proxy Statement | 123 |

  246. Narrative to Pension Benefits Table

    The benefit under the CARP is calculated as (A) times (B), where:

  247. Narrative to Pension Benefits Table

    | (a) is 1.19% of final average compensation plus 0.45% of the final average compensation in excess of the participant’s average Social Security wage base; and |

  248. Narrative to Pension Benefits Table

    | (b) is credited service, limited to 30 years. |

  249. Narrative to Pension Benefits Table

    Normal retirement under the CARP is age 65, but a participant is entitled to receive a reduced benefit after attaining either age 55 with 10 years of service or age 50 with 20 years of service. The early retirement benefit is the same as the normal retirement benefit, but actuarially reduced from age 65 to the early retirement age. Messrs. Enqvist and G. Hart were eligible for early retirement as of December 31, 2023. Mr. Laderman was eligible for normal retirement as of December 31, 2023. The CARP benefit can be received as a single life annuity or an actuarially equivalent contingent annuity with 50%, 66-2∕3%, 75%, or 100% of the participant’s payments continuing for the life of the surviving spouse following the participant’s death, or as an actuarially equivalent lump sum. The lump sum payment option is not available if the participant terminates their employment before being eligible for either normal or early retirement. Frozen SERP. The SERP benefit originally was granted in connection with Mr. Laderman’s employment agreement with Continental and will be offset by amounts paid or payable under the CARP. These benefits are not protected from bankruptcy, are subject to the rights of creditors of the Company, and are not protected by the Pension Benefit Guaranty Corporation. Continental provided the SERP benefits to address the compensation limits under CARP and to encourage retention by enhancing the financial value of continued employment with Continental. Mr. Laderman’s SERP benefit was partially frozen as of December 31, 2010 and fully frozen as of December 31, 2013. Payouts under the SERP are based on final average compensation, which was frozen as of December 31, 2010 for all SERP participants, and credited years of service, which was frozen as of December 31, 2013 for Mr. Laderman. Under the SERP, final average compensation means the greater of a specified minimum amount or the average of the participant’s highest five years of compensation during their last ten calendar years through the 2010 freeze date. For purposes of such calculation, compensation includes salary and cash bonuses but excludes certain other award payments, such as proceeds from awards under any option or stock incentive plan and any cash awards paid under a long-term incentive plan. The final average compensation used to calculate the frozen SERP accrued benefit is $655,357 for Mr. Laderman and credited years of service recognized under the SERP began January 1, 2000 for Mr. Laderman. Mr. Laderman received one additional credited year of service under the SERP for each actual year of service during the period 2000 through 2004. This additional service credit was provided as a retention incentive. The portion of the Present Value of Accumulated Benefits attributable to years of service credited under the SERP that are greater than actual years worked while participating in the SERP is $1,096,919 for Mr. Laderman. The benefit under the SERP is defined as a single life annuity, which is (a) times (b) minus (c), where:

  250. Narrative to Pension Benefits Table

    | (a) is 2.50% of final average compensation; |

  251. Narrative to Pension Benefits Table

    | (b) is credited service; and |

  252. Narrative to Pension Benefits Table

    | (c) is the benefit payable from the CARP. |

  253. Narrative to Pension Benefits Table

    The Company will increase the amount for the executive’s portion of any Medicare payroll tax incurred in connection with the SERP payout (plus income taxes on such indemnity payment). This Medicare tax indemnity is expected to be paid in the year the executive terminates. Normal retirement under the SERP is age 60, but an officer is entitled to receive a reduced benefit upon the earlier of attaining age 55 or completing 10 years of actual service under the SERP. The benefit is payable as a lump sum, which is the actuarial equivalent of the single life annuity benefit payable at age 60. The lump sum is calculated using the same mortality table disclosed in the footnote to the financial statements for SERP (the Internal Revenue Service (“IRS”) prescribed 417(e) table). It is also calculated using an interest rate that is the average of the Moody’s Aa Corporate Bond rate for the three-month period ending on the last day of the second month preceding payment.

  254. Narrative to Pension Benefits Table

    | 124 | 2024 Proxy Statement |

  255. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control This section quantifies and describes potential payments that may be made to our NEOs upon termination of employment or upon a change in control of the Company assuming that such event had occurred on December 31, 2023. This section does not include payments for awards that already were earned or vested as of December 31, 2023. This section describes the termination benefits of our NEOs as provided under the terms of the Company’s Executive Severance Plan and, as applicable, outstanding incentive compensation awards.

  256. Termination for “Cause”

    | ● | Frozen SERP benefit. The value of the frozen SERP benefit as of December 31, 2023 is set forth in the 2023 Pension Benefits Table and the benefits are described under “Narrative to Pension Benefits Table.” This is a frozen benefit and there is no enhancement of this benefit under any separation scenario. The SERP benefit payable is not affected by the cause of termination, other than death. Assuming a termination on December 31, 2023 other than due to death, the lump sum benefit payable to Mr. Laderman would have been $3,432,033 (payable on July 1, 2024). Assuming a termination on December 31, 2023 due to death, the lump sum benefit would have been $1,502,427, payable to the surviving spouse on January 1, 2024. The SERP benefits were calculated using the assumptions in effect as of January 1, 2024, including a lump sum interest rate of 5.71% and the 2024 IRS prescribed 417(e) table for mortality assumptions. |

  257. 2023 CEO Pay Ratio

    2023 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Scott Kirby. The CEO pay ratio included below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. In complying with the CEO pay ratio disclosure requirements, companies are permitted to use a variety of assumptions and methodologies. As a result, the CEO pay ratio reported by other companies may not be comparable with the ratio reported below since all results are impacted by the nature of each company’s compensation reward structure and employee demographics and the chosen assumptions and methodologies permitted under the SEC rules. Ratio. For the fiscal year that ended December 31, 2023, the estimated median annual total compensation of all employees of the Company (including our consolidated subsidiaries, but excluding our CEO) was $81,050 and the 2023 annual total compensation of our CEO, Mr. Kirby, was $18,573,299, as reported in the “Total” column of the 2023 Summary Compensation Table on page 119. Based on the foregoing, the estimated 2023 ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees is estimated to be approximately 229 to 1. Identifying the Median Employee and Calculating Total Compensation. For purposes of identifying the median employee in 2023, we utilized the dollar amount reported in Box 5 of the 2023 Form W-2 Wage and Tax Statement provided for each U.S. employee on the Company’s payroll as of December 31, 2023. This consistently applied compensation measure was chosen because it is a readily available measure for all U.S. employees and we believe it is a reasonable measure of total annual compensation. For purposes of identifying the median employee as of December 31, 2023, we determined that there were approximately 102,500 active employees, of which approximately 85% were represented by various labor organizations. These employee totals are based on our internal payroll records and include employees of Company subsidiaries. In our process for identifying the 2023 median employee, we also identified a group of alternate median employees with 2023 compensation substantially similar to the original median employee in order to provide alternate median employee if appropriate and as permitted under the CEO pay ratio disclosure rules. As of December 31, 2023, approximately 4,700 of our employees were located outside of the United States. Pursuant to the de minimis exemption provided under Item 402(u) of Regulation S-K, because our non-U.S. employees accounted for less than 5% of our total U.S. and non-U.S. employees, a majority of our international employees (except for the those located in the United Kingdom) were excluded from the determination of the median employee. Our Guam employees are included with our U.S. employees for purposes of these calculations. As of December 31, 2023, our international employee locations and the number of excluded employees in each location were as follows: Argentina—130; Aruba—2; Australia—44; Bahamas—2; Belgium—47; Belize—17; Brazil—865; Canada—12; Cayman Islands—1; Chile—9; China—78; Colombia—49; Costa Rica—119; Dominican Republic—82; Ecuador—33; El Salvador—71; France—88; French Polynesia—3; Germany—136; Ghana—4; Greece—1; Guatemala—68; Honduras—51; Hong Kong—72; India—776; Ireland—16; Israel—30; Italy—18; Jamaica—1; Japan—471; Jordan—3; Korea (Republic of)—1; Marshall Islands—26; Mexico—878; Micronesia (Federated States)—82; Netherlands—28; New Zealand—3; Nicaragua—20; Nigeria—4; Palau—32; Panama—60; Peru—40; Philippines—10; Portugal—27; Singapore—26; Saint Maarten—1; South Korea—1; South Africa—8; Spain—30; Sweden—1; Switzerland—12; Taiwan—96; Trinidad/Tobago—4; and United Arab Emirates—6. After taking into account the de minimis exemption, approximately 97,800 employees in the United States and the United Kingdom were considered for identifying the median employee.

  258. 2023 CEO Pay Ratio

    | 138 | 2024 Proxy Statement |

  259. Pay Versus Performance

    Pay Versus Performance This section provides another view of the compensation provided to our NEOs in comparison to certain performance metrics.

  260. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | Investment Based On:(4) | | | | | | | | | | Average | | | | | | | | Summary | Summary | | | Summary | Average | | | Net | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | | Peer Group | Income | | | | Table | Table | Actually | Actually | Table Total | Actually Paid | Total | Total | (Loss) | CASM-ex | | | Total for | Total for PEO | Paid to PEO | Paid to PEO | for Non-PEO | to Non-PEO | Shareholder | Shareholder | (in | (in dollars | | | PEO (Kirby) | (Munoz) | (Kirby) | (Munoz) | NEOs | NEOs | Return | Return | millions) | and cents) | | Year(1) | ($)(2) | ($)(2) | ($)(3) | ($)(3) | ($)(2) | ($)(3) | ($) | ($)(5) | ($) | ($)(6) | | 2023 | 18,573,299 | N/A | 23,055,816 | N/A | 7,515,590 | 8,392,360 | 46.84 | 62.69 | 2,618 | 12.03 | | 2022 | 9,796,602 | N/A | 9,915,781 | N/A | 2,942,377 | 3,414,487 | 42.80 | 48.50 | 737 | 11.73 | | 2021 | 9,845,064 | N/A | 11,099,444 | N/A | 3,220,759 | 4,011,244 | 49.70 | 74.47 | (1,964) | 12.96 | | 2020 | 8,891,854 | 12,098,693 | (3,452,005) | 5,522,588 | 4,516,414 | 2,597,497 | 49.10 | 75.79 | (7,069) | 17.13 |

  261. Pay Versus Performance

    | (1) The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows: |

  262. Pay Versus Performance

    2023: Scott Kirby served as the Company's PEO for the entirety of 2023 and the Company's other NEOs were: Michael Leskinen, Brett Hart, Torbjorn Enqvist, Linda Jojo, Gerald Laderman and Gregory Hart. 2022: Scott Kirby served as the Company’s PEO for the entirety of 2022 and the Company’s other NEOs were: Brett Hart, Gregory Hart, Gerald Laderman and Linda Jojo. 2021: Scott Kirby served as the Company’s PEO for the entirety of 2021 and the Company’s other NEOs were: Brett Hart, Gerald Laderman, Linda Jojo and Andrew Nocella. 2020: Scott Kirby was promoted to the role of PEO on May 20, 2020, the date of the Company’s 2020 annual meeting of stockholders. Oscar Munoz served as the Company’s PEO during 2020 up until May 20, 2020, and then transitioned to the role of Executive Chairman of the Board. The Company’s other NEOs for 2020 were: Brett Hart, Gerald Laderman, Linda Jojo and Andrew Nocella.

  263. Pay Versus Performance

    | (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Messrs. Kirby and Munoz and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s non-PEO NEOs for the applicable year. |

  264. Pay Versus Performance

    | (3) To calculate the compensation actually paid (“CAP”) as required under SEC disclosure rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for each person who served as PEO during the covered period and for the average of the non-PEO NEOs is set forth following the footnotes to this table. As a result of new interpretive guidance about option valuation provided by the SEC, during 2023 the amounts reported as CAP for 2020, 2021 and 2022 are different than the amounts for those years that were shown in our Proxy Statement filed with the SEC on April 13, 2023. |

  265. Pay Versus Performance

    | (4) Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2019. Historic stock price performance is not necessarily indicative of future stock price performance. |

  266. Pay Versus Performance

    | (5) The TSR Peer Group consists of the NYSE Arca Airline Index (“XAL”), an independently prepared index that includes companies in the airline industry and which is used for the stock performance graph in the Company’s 2023 Form 10-K. |

  267. Pay Versus Performance

    | (6) The Committee selected CASM-ex as its Company-Selected Measure, because, in the Company’s assessment, it represents the most important financial performance measure used by the Company to link compensation actually paid to the NEOs for 2023 to Company performance. The Committee believes that management’s success with respect to cost discipline during the period of executing on the Company’s United Next growth strategy is critical to meeting the long-term financial objectives of the Company and stockholders. CASM is a common metric used in the airline industry to measure an airline’s cost structure and efficiency. The Company reports CASM excluding special charges (credits), third-party business expenses, fuel expense and profit sharing (“CASM-ex”). The Company believes that adjusting for special charges (credits) is useful to investors because special charges (credits) are not viewed as indicative of the Company’s ongoing performance. The Company also believes that excluding third-party business expenses, such as maintenance, flight academy, ground handling and catering services for third parties, provides more meaningful disclosure because these expenses are not directly related to the Company’s core business. The Company also believes that excluding fuel expense from certain measures is useful to investors because it provides an additional measure of management’s performance excluding the effects of a significant cost item over which management has limited influence. The Company excludes profit sharing from CASM-ex because it believes that this exclusion allows investors to better understand and analyze the Company’s operating cost performance and provides a more meaningful comparison of our core operating costs to the airline industry. |

  268. Pay Versus Performance

    | 2024 Proxy Statement | 139 |

  269. Appendix B-1: Second Amendment to United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan

    | (hh) “Substitute Award” shall mean an award granted under this Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or SAR. |