DEF 14A of United Airlines Holdings, Inc., Apr 10, 2025

DEF 14A of United Airlines Holdings, Inc.

Filed Apr 10, 2025 · FY20240001558370-25-004681

Open on EDGAR

  1. Item 1 | Election of Directors (► see page 16 for more information)

    Item 1 | Election of Directors (► see page 16 for more information) The Board has nominated the following 11 director nominees for election by the holders of shares of Common Stock: Ms. Rosalind Brewer, Ms. Michelle Freyre, Mr. Matthew Friend, Mr. Barney Harford, Ms. Michele J. Hooper, Mr. Walter Isaacson, Mr. Scott Kirby, Mr. Edward M. Philip, Mr. Edward L. Shapiro, Ms. Laysha Ward and Mr. James M. Whitehurst. The United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International (the “ALPA”) has nominated and intends to elect Captain Brian Noyes at the Annual Meeting. The International Association of Machinists and Aerospace Workers (the “IAM”) has nominated and intends to reelect Mr. Richard Johnsen at the Annual Meeting. A more detailed discussion on how directors are selected and elected, how Board governance operates, how the Board is organized, how you can communicate with directors and how directors are paid can be found beginning on page 34.

  2. Item 1 | Election of Directors (► see page 16 for more information)

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

  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 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. Director Nominee Details

    | 2025 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 | Nominating/ Governance | Public Responsibility | | Directors to be Elected by the Holders of Common Stock | | | | | | | | | | | | | | Rosalind Brewer Special Advisor and Former CEO, Walgreens Boots Alliance, Inc.; Interim President, Spelman College | 62 | 2024 | | – | | ¢ | | ¢ | | | | | Michelle Freyre Global Brand President, Clinique and Dermatological Brands, The Estée Lauder Companies, Inc. | 54 | 2024 | | – | | | | ¢ | | ¢ | | | Matthew Friend EVP and CFO, NIKE, Inc. | 47 | 2021 | | – | ¢ ▲ | ¢ | | ¢ | | | | | Barney Harford Former COO, Uber Technologies, Inc.; Former CEO, Orbitz Worldwide, Inc. | 53 | 2016 | | – | ¢ | | | ¢ | | ¢ | | | Michele J. Hooper President and CEO, The Directors’ Council | 73 | 2018 | | 1 | ⚫▲ | | ¢ | | ¢ | | | | Walter Isaacson Professor of History, Tulane University; Advisory Partner, Perella Weinberg Partners LP | 73 | 2006 | | – | | | ¢ | | ¢ | ⚫ | | | J. Scott Kirby CEO, United Airlines Holdings, Inc. | 57 | 2020 | CEO | 1 | | | ¢ | ¢ | | | | | Edward M. Philip « Former COO, Partners in Health | 60 | 2016 | | 2 | ¢ ▲ | | ⚫ | | ⚫ | | | | Edward L. Shapiro Former Managing Partner, PAR Capital Management, Inc.; Managing Trustee, The Shapiro Foundation | 60 | 2016 | | – | | ¢ | ¢ | ⚫ | | | | | Laysha Ward Former EVP and Chief External Engagement Officer, Target Corporation | 57 | 2021 | | 1 | ¢ | | | | ¢ | ¢ | | | James M. Whitehurst Managing Director, Silver Lake; Executive Chair, Unity Software Inc. | 57 | 2016 | | 2 | | ⚫ | ¢ | | ¢ | | | Directors to be Elected by the Holders of Other Classes of Stock | | | | | | | | | | | | | | Captain Brian Noyes Chair, United Airlines Master Executive Council, ALPA | 55 | 2025 | | – | | | | | | | | | Richard Johnsen Air Transport Territory General Vice President, IAM Union | 56 | 2021 | | – | | | | | | ¢ | | Number of Meetings in 2024 | | Board–9 | | | | 8 | 7 | 4 | 5 | 5 | 4 |

  7. Director Nominee Details

    | ⚫ | Committee Chair | ¢ | Committee Member | « | Chairman of the Board | ▲ | Audit Committee Financial Expert |

  8. Director Nominee Details

    | 6 | 2025 Proxy Statement |

  9. Director Nominee Details

    | Director Nominee Skills and Experience | | Brewer | Freyre | Friend | Harford | Hooper | Isaacson | Johnsen | Kirby | Noyes | Philip | Shapiro | Ward | Whitehurst | | | ACTIVE OR FORMER C-SUITE EXECUTIVE: Service in senior leadership positions, including past CEO experience or other senior executive positions | | | | | | | | | | | | | | | | AIR, TRAVEL & TRANSPORTATION: Experience as a business leader, regulator or consultant in the industry | | | | | | | | | | | | | | | | 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 | | | | | | | | | | | | | |

  10. Director Nominee Details

    | 2025 Proxy Statement | 7 |

  11. Compensation Program Highlights

    Compensation Program Highlights Our 2024 executive compensation program (the “2024 Program”) was designed to motivate and reward our management team for advancing United’s strategic and financial priorities while aligning the management team’s interests with those of our stockholders. It features long-term performance-based equity awards and applies three-year vesting to our time-based equity awards. The following is a high-level summary of the 2024 Program.

  12. 2024 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 awards of time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PBRSUs” or “Performance-Based RSUs”) to our executives in 2024. ● Equity awards provide a significant stake in the long-term financial success of United that is aligned with stockholder interests. | | | | 2024 Short-Term Incentive Program Weighted Metrics | | | Performance-Based RSUs | | | | 33% | | Financial: This metric is based on our 2024 Adjusted EBITDA Margin relative to our industry peers. | 50% | | Performance-Based RSUs reward achievement of financial and strategic goals. | | 33% | | Net Promoter Score (“NPS”): This customer-based metric focuses on taking care of our customers and measures success toward positioning the United brand as the preferred choice for airline travel. | Time-Based RSUs | | | | | | | 50% | | Time-based RSUs vest one-third per year over a three-year period, aligning with stockholder value creation and promoting executive retention. | | 33% | | Operational Excellence: This features three key airline operational metrics—on-time departures, mishandled baggage rate and seat cancellations. | | | |

  13. 2024 TOTAL TARGET COMPENSATION MIX

    | ● | We granted additional Performance-Based RSU awards to our named executive officers in July 2024 outside of our typical annual compensation program in order to retain our key executives during a period of retention vulnerabilities and incentivize our named executive officers to drive performance against key metrics related to our absolute Adjusted EPS and Adjusted Pre-tax Margin relative to selected industry peers. |

  14. Item 1-Election of Directors

    Item 1-Election of Directors Our Amended and Restated Bylaws provide that the number of directors shall be determined by the Board, which has currently set the number at 13. The Board reserves the right to increase or decrease its size at any time. Upon the recommendation of the Nominating/Governance Committee, which consists of only independent directors, the Board has unanimously nominated 11 nominees (Ms. Brewer, Ms. Freyre, Mr. Friend, Mr. Harford, Ms. Hooper, Mr. Isaacson, Mr. Kirby, Mr. Philip, Mr. Shapiro, Ms. Ward and Mr. Whitehurst) for election by the holders of shares of Common Stock as directors of the Company at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named. The ALPA, the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, which provides the ALPA with the right to elect one member to the Board at each annual meeting of stockholders (the “ALPA director”), has nominated and intends to elect Captain Brian Noyes as the ALPA director at the Annual Meeting. The IAM, the sole holder of the Company’s Class IAM Junior Preferred Stock, which provides the IAM with the right to elect one member to the Board at each annual meeting of stockholders (the “IAM director”), has nominated and intends to reelect Mr. Johnsen at the Annual Meeting. Each Board nominee being voted on by holders of Common Stock was elected by our stockholders at the 2024 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 Anne Worster resigned from the Board on January 13, 2025 and the ALPA appointed Captain Brian Noyes to fill the ALPA director vacancy resulting from Captain Worster’s departure on January 15, 2025. We thank Captain Worster for her 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.

  15. 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. |

  16. Item 1-Election of Directors

    | 16 | 2025 Proxy Statement |

  17. 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.

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

    | 20 | 2025 Proxy Statement |

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

    | ROSALIND BREWER-Independent Director | | | | | EXPERIENCE Spelman College (university) Interim President (2024-present) Walgreens Boots Alliance, Inc. (retail pharmacy and health care company) Special Advisor (2023-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) EDUCATION Spelman College, BS, Chemistry | | Director Since: 2024 Age: 62 Committees: Compensation Finance | | |

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

    Skills and Qualifications:

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

    | | Active or Former C-Suite Executive: Ms. Brewer has extensive executive leadership experience through her positions as Chief Executive Officer of Walgreens Boots Alliance, Inc. (“Walgreens”), Group President and Chief Operating Officer at Starbucks Corporation, President and Chief Executive Officer of Sam’s Club and Interim President of Spelman College. | | | 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 regard to new technologies. |

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

    | 2025 Proxy Statement | 21 |

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

    | MICHELLE FREYRE-Independent Director | | | | | EXPERIENCE The Estée Lauder Companies, Inc. (cosmetics company) Global Brand President, Clinique and Dermatological Brands (2025-present) Global Brand President, Clinique and Origins (2022-2025) Global Brand President, Clinique (2021-2022) Senior Vice President, Global General Manager (2020-2021) Johnson & Johnson (healthcare products company) President, U.S. Beauty, Consumer Division (2016-2019) General Manager, Neutrogena Corp. (2013-2016) Multiple roles (1999-2013), including National Sales Director of U.S. Skincare Brands (2011-2013) PepsiCo (food and beverage company) Associate Brand Manager (1998-1999) Assistant Brand Manager (1997-1998) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION Harvard Business School, Master of Business Administration Yale University, BA, Economics | | Director Since: 2024 Age: 54 Committees: Finance Public Responsibility | | |

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

    Skills and Qualifications:

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

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

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

    | 22 | 2025 Proxy Statement |

  27. 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: 47 Committees: Audit Compensation Finance | | |

  28. 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. |

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

    | 2025 Proxy Statement | 23 |

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

    | BARNEY HARFORD-Independent Director | | | | | EXPERIENCE Uber Technologies, Inc. (ridesharing and local services company) Chief Operating Officer (2018-2019) Orbitz Worldwide, Inc. (online travel company) Chief Executive Officer (2009-2015) Expedia, Inc. (online travel company) Multiple roles (1999-2006), including President of Expedia Asia Pacific (2004-2006) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION INSEAD, Master of Business Administration University of Cambridge, BA, MA, Natural Sciences | | Director Since: 2016 Age: 53 Committees: Audit Finance Public Responsibility | | |

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

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

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

    | 24 | 2025 Proxy Statement |

  33. 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: 73 Committees: Audit (Chair) Executive Nominating/Governance | | |

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

    | Skills and Qualifications: | | | | Active or Former C-Suite Executive: As President and Chief Executive Officer of The Directors’ Council, Ms. Hooper has consulted with boards of major companies to enhance the effectiveness of their corporate governance. | | | 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. |

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

    | 2025 Proxy Statement | 25 |

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

    | WALTER ISAACSON-Independent Director | | | | | EXPERIENCE Perella Weinberg Partners LP (financial services firm) Advisory Partner (2017-present) The Aspen Institute (international education and leadership institute) President and Chief Executive Officer (2003-2018) CNN (media company) Chairman and Chief Executive Officer (2001-2003) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION University of Oxford, Pembroke College, BA, Philosophy, Politics and Economics Harvard University, AB, History and Literature | | Director Since: 2006 Age: 73 Committees: Public Responsibility (Chair) Executive Nominating/Governance | | |

  37. 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. |

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

    | 26 | 2025 Proxy Statement |

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

    | J. SCOTT KIRBY-Chief Executive Officer and Director | | | | | EXPERIENCE United Airlines Holdings, Inc. Chief Executive Officer (2020-present) President (2016-2020) American Airlines Group and American Airlines, Inc. (airline company) President (2013-2016) US Airways (airline company) President (2006-2013) | OTHER PUBLIC COMPANY DIRECTORSHIPS CVS Health Corporation (2023-present) FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION The George Washington University, MS, Operations Research United States Air Force Academy, BS, Computer Science and Operations Research | | Director Since: 2020 Age: 57 Committees: Executive Finance | | |

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

    | Skills and Qualifications: | | | | Active or Former C-Suite Executive: As our Chief Executive Officer, Mr. Kirby is responsible for the Company’s business and ongoing operations and management’s efforts to implement the strategic priorities identified by the Board. | | | Air / Travel / Transportation: Through his time at US Airways, American Airlines, Inc. and now with the Company, Mr. Kirby has extensive and valuable experience in the airline industry. | | | 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. |

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

    | 2025 Proxy Statement | 27 |

  42. 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: 60 Committees: Executive (Chair) Nominating/ Governance (Chair) Audit | | |

  43. 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 served on the board of directors 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. |

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

    | 28 | 2025 Proxy Statement |

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

    | EDWARD L. SHAPIRO-Independent Director | | | | | EXPERIENCE The Shapiro Foundation (philanthropic foundation) Managing Trustee (2000-present) PAR Capital Management, Inc. (investment management firm) Managing Partner (1999-2016) Portfolio Manager (1997-2016) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION University of California, Los Angeles, Master of Business Administration University of Pennsylvania, BS, Economics | | Director Since: 2016 Age: 60 Committees: Finance (Chair) Compensation Executive | | |

  46. 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. |

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

    | 2025 Proxy Statement | 29 |

  48. 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: 57 Committees: Audit Nominating/Governance Public Responsibility | | |

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

    | Skills and Qualifications: | | | | Active or Former C-Suite Executive: Ms. Ward served in various senior leadership positions at Target Corporation over 15 years. | | | 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. |

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

    | 30 | 2025 Proxy Statement |

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

    | JAMES M. WHITEHURST-Independent Director | | | | | EXPERIENCE Silver Lake (private equity firm) Managing Director (2024-present) Unity Software Inc. (software development company) Chief Executive Officer (2023-2024) International Business Machines Corporation (technology company) Senior Advisor (2021-2022) President (2020-2021) Senior Vice President (2019-2020) Red Hat, Inc. (provider of open source enterprise IT products and services) President and Chief Executive Officer (2008-2019) Delta Air Lines, Inc. (airline company) Chief Operating Officer (2005-2007) 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) EDUCATION Harvard Business School, Master of Business Administration Rice University, BS, Computer Science and Economics | | Director Since: 2016 Age: 57 Committees: Compensation (Chair) Executive Nominating/Governance | | |

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

    | Skills and Qualifications: | | | | Active or Former C-Suite Executive: Mr. Whitehurst brings executive management experience to the Board having served in various senior officer roles. | | | Air / Travel / Transportation: Mr. Whitehurst gained extensive experience with the airline industry through his time at Delta Air Lines, Inc. (“Delta”). | | | 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. |

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

    | 2025 Proxy Statement | 31 |

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

    Directors to be Elected by the Holders of Other Classes of Stock The Holders of Common Stock Do Not Vote on the Election of the Following Directors The ALPA is the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock. The ALPA became the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. whereby the ALPA has the right to elect one member to the Board at each annual meeting of stockholders. The IAM is the sole holder of the Company’s Class IAM Junior Preferred Stock. The IAM became the sole holder of the Company’s Class IAM Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. whereby the IAM has the right to elect one member to the Board at each annual meeting of stockholders. Each of the ALPA director and the IAM director was previously elected by the holders of the applicable class of our preferred stock and has served continuously as a director since the date of his first election as noted herein. The ALPA Director-Elected by the Holder of Class Pilot MEC Junior Preferred Stock The ALPA has nominated and intends to elect Captain Brian Noyes as the ALPA director at the Annual Meeting. He became the ALPA director on January 15, 2025. Captain Noyes is a current employee of the Company, serving as the representative of the ALPA to the Board. Captain Noyes is not entitled to receive any cash or equity compensation from the Company as a director but is entitled to receive certain travel and charitable contribution benefits related to service as a director. For a description of such travel and charitable contribution benefits, see “How Directors Are Paid.”

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

    | CAPTAIN BRIAN NOYES-ALPA Director | | | | | EXPERIENCE ALPA Chair, ALPA United Airlines Master Executive Council (2025-present) United Airlines, Inc. Pilot (1995-present) Flight Time Duty Time (ALPA-I) Chair and Member (2015-2024) Fatigue Management (IFALPA) Co-Chair and Member (2020-2024) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION Embry Riddle Aeronautical University, BS, Aeronautical Science | | Director Since: 2025 Age: 55 Committees: None. | | |

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

    | Skills and Qualifications: | | | | Air / Travel / Transportation: Captain Noyes serves as a pilot of Boeing 787 aircraft. | | | Human Capital Management / Union Relations: Captain Noyes serves as the Chairperson of the ALPA Master Executive Council, a position he has held since March 2025. |

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

    | 32 | 2025 Proxy Statement |

  58. 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 “How Directors Are Paid.”

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

    | RICHARD JOHNSEN-IAM Director | | | | | EXPERIENCE IAM General Vice President of the Air Transport Territory (2022-present) Special Assistant to the International President (2021-2022) Chief of Staff to the International President (2021-2021) IAM Representatives Association President (2017-2021) IAM Transportation Department Grand Lodge Special Representative (2001-2017) Assistant General Chairperson (district 141 M) (2000-2001) | OTHER PUBLIC COMPANY DIRECTORSHIPS None FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS None EDUCATION University of Maryland, BS, Management Information Systems | | Director Since: 2021 Age: 56 Committees: Public Responsibility | | |

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

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

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

    | 2025 Proxy Statement | 33 |

  62. Board Composition and Succession Planning

    For a regularly scheduled annual meeting, the group of stockholders who wish to submit director nominees pursuant to our proxy access bylaw provision must deliver the required materials to the Company not less than 120 days nor more than 150 days prior to the anniversary of the date that the Company first mailed its proxy materials for the annual meeting of the previous year. Preferred Stock Director Nomination Process Pursuant to Part II, Section 8.1 of the Amended and Restated Certificate of Incorporation, the ALPA, the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, has the right to elect one member to the Board at each annual meeting of stockholders, remove such director with or without cause and fill any vacancies in such directorship. The ALPA became the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. Pursuant to Part III, Section 8.1 of the Amended and Restated Certificate of Incorporation, the IAM, the sole holder of the Company’s Class IAM Junior Preferred Stock, has the right to elect one member to the Board at each annual meeting of stockholders, remove such director with or without cause and fill any vacancies in such directorship. The IAM became the sole holder of the Company’s Class IAM Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. Director Retirement Policy and Term Limits Under our Corporate Governance Guidelines, no candidate is eligible for election or reelection as a director to the Board if he or she would be 75 years of age or older at the time of election. From time to time there may be unusual circumstances where exceptions need to be made to this general rule to retain needed continuity and expertise, or for other business reasons, and the Board, upon recommendation by the Nominating/Governance Committee, may approve exceptions to this policy. None of our director nominees will be 75 or older 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.

  63. Stockholder Engagement and ResponsivenesS

    | Topic | Stockholder Feedback | Company Response | | Executive Compensation | Stockholders continued to express a desire for our executive compensation program to emphasize performance of key financial metrics, including total stockholder return (“TSR”). | The design of our 2024 long-term incentive program increased the weighting of financial metrics from 40% to 80%, included financial metrics that are most important to our stockholders (including Earnings Per Share and Pre-tax Margin) and added a relative TSR modifier. | | Artificial intelligence | Stockholders expressed an interest in enhanced disclosure around the Board’s oversight of the use of artificial intelligence in our operations. | We revised our Audit Committee charter to clarify the Audit Committee’s oversight of artificial intelligence, and we added disclosure in this Proxy Statement related to how the Board is frequently informed on the Company’s use of artificial intelligence in our operations. | | SAFETY DISCLOSURE | Stockholders requested enhanced disclosure around the Company’s efforts to mitigate employee injuries, including heat-related injuries. | Our 2025 Corporate Impact Report includes a discussion of the Company’s Heat Illness Prevention Plan and this Proxy Statement includes additional disclosure regarding the Board’s oversight of safety topics, including employee injuries. |

  64. HIGHLIGHTS OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    HIGHLIGHTS OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

  65. HIGHLIGHTS OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

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

  66. 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:

  67. 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. |

  68. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

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

  69. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | 60 | 2025 Proxy Statement |

  70. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    In 2024, non-employee directors received the following compensation:

  71. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | Compensation Element | Amount | | REGULAR ANNUAL RETAINER | | | Cash | $115,000 | | Equity | $180,000 | | COMMITTEE CHAIR ANNUAL RETAINER (CASH) | | | Audit Committee | $30,000 | | Compensation Committee | $25,000 | | Executive, Finance, Nominating/Governance and Public Responsibility Committees | $20,000 | | COMMITTEE MEMBER ANNUAL RETAINER (CASH)(1) | | | Audit Committee | $15,000 | | Compensation, Executive, Finance, Nominating/Governance and Public Responsibility Committees | $12,500 | | ADDITIONAL ANNUAL RETAINER FOR CHAIRMAN OF THE BOARD (EQUITY) | $225,000 |

  72. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    (1)Committee Chairpersons are not eligible for Committee Member Retainers. The Nominating/Governance Committee periodically reviews and makes recommendations to the Board regarding the form and amount of compensation of United’s non-employee directors. The Compensation Committee’s independent compensation consultant, Exequity, has advised the Nominating/Governance Committee with respect to director compensation matters. These matters include, among other things, a review and market analysis of board of director pay and benefits and stock ownership guidelines. United’s non-employee director compensation program was designed with reference to median director pay levels among the companies that comprise United’s compensation peer group. See “Compensation Discussion and Analysis-Market Considerations and Peer Group Used for 2024 Pay Analysis” for a listing of the companies included in our compensation peer group. 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 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 2024 annual meeting of stockholders for the equity component:

  73. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

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

  74. 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; |

  75. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

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

  76. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

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

  77. 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 (with an emphasis on 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.

  78. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | 2025 Proxy Statement | 61 |

  79. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    Stock Ownership Guidelines

  80. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | The Board believes that non-employee directors should hold meaningful equity ownership positions in United. To that end, within five years after joining our Board, each non-employee director must hold shares of Common Stock having a value equal to at least five times the annual cash retainer ($575,000, based on the 2024 retainer of $115,000) and maintain at least that ownership level while a member of our Board. Shares owned outright by the non-employee directors (including shares acquired upon settlement of RSUs), unvested RSUs and share equivalents acquired upon the deferral of fees, are counted toward the ownership requirement. Unexercised stock options, whether vested or unvested, are not counted. As of March 31, 2025, all of the non-employee directors were in compliance with the stock ownership guidelines or were in the transition period. | STOCK OWNERSHIP REQUIREMENT 5X DIRECTOR’S ANNUAL CASH RETAINER |

  81. 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 2024. Equity Compensation A substantial portion of each non-employee director’s annual compensation is in the form of share units granted annually under the 2006 Director Equity Incentive Plan, as amended and restated on May 24, 2023 (the “DEIP”) currently with an initial equity value of $180,000, which the Board believes helps align director compensation with the interests of our stockholders. Our Chairman received an additional annual retainer in share units with an initial equity value of $225,000 in light of the increased duties and responsibilities demanded by this role, which are described in further detail on page 50. Upon settlement, the share units are designed to be settled: (i) 50% in cash based on the average of the high and low trading prices per share of Common Stock on the vesting date and (ii) 50% in shares of Common Stock. Any fractional units are settled in cash. Pursuant to the terms of the DEIP, a director may elect to receive the cash-settled portion of the award in shares and, if a director has elected to defer the annual equity award, the award is deferred into a share unit account under the DEIP. The number of share units subject to each non-employee director’s award granted in 2024 was calculated by taking the quotient of (x) $180,000 (or $180,000+$225,000 for Mr. Philip) divided by (y) the average of the high and low sales prices of Common Stock on the date of grant (rounded up to the nearest whole share unit). Each share unit represents the economic equivalent of one share of Common Stock and vests in full on the first anniversary of the grant date, subject to the director’s continued service on our Board, or earlier in the event of the non-employee director’s death, disability or separation from service other than for cause. 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 2024. 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

  82. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | 62 | 2025 Proxy Statement |

  83. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    the IAM director, United will provide matching charitable contributions of up to $20,000 per year in the aggregate to qualifying nonprofit organizations to which either the director or the director’s union contributes. Non-employee directors are also permitted to select qualified charitable organizations for United to donate up to four round trip positive air space tickets. Travel Benefits United believes it is in its best interest for directors to have exposure to United’s operations and employees. For that reason, our directors receive flight benefits, including a travel card permitting positive space travel up to an annual limit by the director, the director’s spouse or 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 up 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 2024, United continued to make available cybersecurity / identity protection services to our directors, with an annual per participant cost to United of $6,800, plus voluntary director-paid additional coverage. Such cybersecurity/ identify protection services are reported as a perquisite in the Director Compensation for 2024 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.

  84. STRUCTURE OF OUR NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    | 2025 Proxy Statement | 63 |

  85. Director Compensation for 2024

    Director Compensation for 2024 The following table includes the amount of director compensation in 2024 for each director who served during that year other than Mr. Kirby. The 2024 compensation for Mr. Kirby is shown in the 2024 Summary Compensation Table and Mr. Kirby does not receive additional compensation for his service on the Board.

  86. Director Compensation for 2024

    | | | | All Other | | | | Fees Earned or | Stock Awards | Compensation | | | Name | Paid in Cash ($)(1) | ($)(2)(3) | ($)(4) | Total ($) | | Rosalind Brewer (5) | 117,692 | 179,038 | 30,034 | 326,764 | | Michelle Freyre (6) | 105,000 | 179,522 | 17,469 | 301,991 | | Matthew Friend | 150,124 | 179,038 | 29,846 | 359,008 | | Barney Harford | 155,000 | 179,038 | 90,081 | 424,119 | | Michele J. Hooper | 170,000 | 179,038 | 58,497 | 407,535 | | Walter Isaacson | 160,000 | 179,038 | 30,971 | 370,009 | | Richard Johnsen | —(7) | —(7) | 63,483 | 63,483 | | Edward M. Philip | 170,000 | 402,848 | 53,913 | 626,761 | | Edward L. Shapiro | 157,074 | 179,038 | 86,719 | 422,831 | | Laysha Ward | 149,148 | 179,038 | 44,851 | 373,037 | | James M. Whitehurst | 165,000 | 179,522 | 75,672 | 420,194 | | Captain Anne Worster (8) | —(7) | —(7) | 32,502 | 32,502 | | Former Directors who served as a Director for part of 2024 | | | | | | Carolyn Corvi (9) | 62,857 | — | 5,719 | 68,576 | | James A. C. Kennedy (9) | 55,000 | — | 68,851 | 123,851 | | Captain Garth Thompson (10) | —(7) | —(7) | 1,373 | 1,373 |

  87. Director Compensation for 2024

    | (1) Messrs. Friend, Harford, Isaacson and Shapiro each elected to receive 100% of their 2024 Board and Committee retainer fees in deferred share units as described above under “Director Compensation Deferral Opportunities.” |

  88. Director Compensation for 2024

    | (2) Mses. Brewer, Hooper and Ward and Messrs. Friend, Harford, Isaacson, Philip and Shapiro each elected to defer 100% of their 2024 equity awards in deferred share units as described above under “Director Compensation Deferral Opportunities.” |

  89. Director Compensation for 2024

    | (3) The amounts shown in this column represent the grant date fair value of 3,459 share units granted to each of the non-employee directors on May 23, 2024 determined in accordance with FASB ASC Topic 718, taking into account deferral elections as noted in footnote 1. With respect to Mr. Phillip, the grant date fair value of his 2024 award of 7,783 share units for his service as United’s independent Chairman of the Board is also included. For details regarding how the number of share units subject to each director’s award was calculated as well as the vesting and settlement terms, see the section entitled “Equity Compensation” above. |

  90. Director Compensation for 2024

    As of December 31, 2024, 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. Brewer—3,459; Ms. Freyre—3,459; Mr. Friend—19,663; Mr. Harford—6,146; Ms. Hooper—22,423; Mr. Isaacson—73,366; Mr. Philip—44,613; Mr. Shapiro—45,835; Ms. Ward—21,914; and Mr. Whitehurst—31,065. None of Messrs. Johnsen or Kennedy, Ms. Corvi, or Captains Thompson or Worster held any outstanding share units as of December 31, 2024.

  91. Director Compensation for 2024

    | 64 | 2025 Proxy Statement |

  92. Director Compensation for 2024

    | (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. Brewer, Hooper and Worster and Messrs. Harford, Johnsen, Kennedy and Shapiro; and $6,000 for Ms. Ward), as discussed under the caption “Charitable Contribution Program” above; (b) a tax reimbursement relating to flight benefits (which value is greater than the incremental cost to United of providing such benefits) for each director as follows: Ms. Brewer—$7,850; Ms. Freyre—$8,222; Mr. Friend—$23,698; Mr. Harford—$35,950; Ms. Hooper—$13,406; Mr. Isaacson—$19,042; Mr. Johnsen—$33,757; Mr. Philip—$35,950; Mr. Shapiro—$35,018; Ms. Ward—$13,878; Mr. Whitehurst—$35,950; Captain Worster—$10,132; Ms. Corvi—$5,719; Mr. Kennedy—$22,060; and Captain Thompson—$1,373; (c) as required by SEC rules, the aggregate incremental cost to United of each director’s flight benefits as follows: Ms. Brewer—$2,184; Ms. Freyre—$2,447; Mr. Friend—$6,148; Mr. Harford—$12,731; Ms. Hooper—$3,691; Mr. Isaacson—$5,129; Mr. Johnsen—$9,726; Mr. Philip—$11,163; Mr. Shapiro—$10,301; Ms. Ward—$9,823; Mr. Whitehurst—$11,022; Captain Worster—$2,370; and Mr. Kennedy—$5,391; (d) with respect to certain directors, as required by SEC rules, the aggregate cost to United of tickets donated by the director to charitable organizations (including the following costs: Mr. Harford—$14,600; Ms. Hooper—$14,600; Mr. Kennedy—$14,600; Mr. Shapiro—$14,600; Ms. Ward—$8,350; and Mr. Whitehurst—$21,900), as discussed under the caption “Charitable Contribution Program” above; and (e) with respect to Mses. Freyre, Hooper and Ward and Messrs. Harford, Isaacson, Kennedy, Philip, Shapiro and Whitehurst, the cost of cybersecurity / identity protection services provided by United, with a cost to United of $6,800 for each director. |

  93. Director Compensation for 2024

    | (5) Ms. Brewer was appointed to the Board effective February 28, 2024 and received a pro-rata portion of her fees for 2024. |

  94. Director Compensation for 2024

    | (6) Ms. Freyre was appointed to the Board effective April 1, 2024 and received a pro-rata portion of her fees for 2024. |

  95. Director Compensation for 2024

    | (7) 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 2024, none of Mr. Johnsen or Captains Thompson or Worster received any director compensation other than the benefits set forth in the “All Other Compensation” column. |

  96. Director Compensation for 2024

    | (8) Captain Worster was appointed to the Board effective February 27, 2024. On January 13, 2025, we received notice that Captain Worster was no longer the chairperson of the ALPA-MEC and, accordingly, Captain Worster resigned from the Board effective as of such date. |

  97. Director Compensation for 2024

    | (9) Ms. Corvi and Mr. Kennedy each respectively resigned effective as of the date of the 2024 annual meeting of stockholders. |

  98. Director Compensation for 2024

    | (10) Captain Thompson resigned from the Board effective February 27, 2024. |

  99. Director Compensation for 2024

    | 2025 Proxy Statement | 65 |

  100. Directors and Executive Officers

    Directors and Executive Officers The following table shows the number of shares of Common Stock owned by our directors, director nominees, the named executive officers identified in this Proxy Statement and all our directors, director nominees and executive officers as a group as of March 24, 2025. The persons listed below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them, except to the extent this power may be shared with a spouse, or as otherwise described in the footnotes following the table.

  101. Directors and Executive Officers

    | | Amount and | | | | Nature of | Percent of | | Name of Beneficial Owner | Ownership (1) | Class | | Directors | | | | Rosalind Brewer (2)(3) | 3,459 | * | | Michelle Freyre (2) | 1,729 | * | | Matthew Friend (2)(3) | 20,258 | * | | Barney Harford (2)(3) | 119,954 | * | | Michele J. Hooper (2)(3) | 25,465 | * | | Walter Isaacson (2)(3) | 53,609 | * | | Richard Johnsen | — | * | | Scott Kirby (4) (5) | 1,037,886 | * | | Brian Noyes | — | * | | Edward M. Philip (2)(3)(6) | 45,466 | * | | Edward L. Shapiro (2)(3) | 246,433 | * | | Laysha Ward (2)(3) | 5,362 | * | | James M. Whitehurst (2)(3) | 38,324 | * | | Named Executive Officers | | | | Brett Hart (7) | 304,103 | * | | Torbjorn Enqvist | 82,358 | * | | Andrew Nocella | 165,325 | * | | Michael Leskinen | 31,569 | * | | Directors and Executive Officers as a Group (18 persons) (2)(3)(4)(5)(6)(7) | 2,322,266 | * |

  102. Directors and Executive Officers

    | * Less than 1% of outstanding shares. |

  103. Directors and Executive Officers

    | (1) For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares as of a given date if such person has the right to acquire such shares within 60 days after such date. |

  104. Directors and Executive Officers

    | (2) The number of shares shown as beneficially owned includes the following number of unvested share units which are scheduled to vest within 60 days of March 24, 2025: Ms. Brewer – 3,459 share units; Ms. Freyre – 1,729 share units; Mr. Friend– 3,459 share units; Mr. Harford – 3,459 share units; Ms. Hooper – 3,459 share units; Mr. Isaacson – 3,459 share units; Mr. Philip – 7,783 share units; Mr. Shapiro – 3,459 share units; Ms. Ward – 3,459 share units; and Mr. Whitehurst – 1,729 share units. |

  105. Directors and Executive Officers

    | 2025 Proxy Statement | 67 |

  106. Directors and Executive Officers

    | (3) The number of shares shown as beneficially owned includes the following number of share units that the director has elected to defer into a share account pursuant to the terms of the DEIP (including any unvested share units noted in footnote 2 above which, upon their vesting within 60 days will be deferred into a share account as well as any quarterly retainer fees to be deferred into the director’s share account within 60 days), to the extent such share units will be settled within 60 days following the director’s separation from service on the Board: Ms. Brewer – 3,459 share units; Mr. Friend – 20,243 share units; Mr. Harford – 4,131 share units; Ms. Hooper – 22,423 share units; Mr. Isaacson – 47,256 share units; Mr. Philip – 44,613 share units; Mr. Shapiro – 46,433 share units; Ms. Ward – 5,362 share units; and Mr. Whitehurst – 20,637 share units. Deferred share units that will be settled more than 60 days following the director’s separation from service are not included. |

  107. Directors and Executive Officers

    | (4) Mr. Kirby is also a named executive officer. |

  108. Directors and Executive Officers

    | (5) The number of shares shown as beneficially owned includes: (i) 159,321 vested options to purchase shares of Common Stock at $58.69 per share, (ii) 101,265 vested options to purchase shares of Common Stock at $110.21 per share, (iii) 67,510 unvested options to purchase shares of Common Stock at $110.21 (which option will vest within 60 days of March 24, 2025), (iv) 5,000 shares of Common Stock held in a trust for the benefit of Mr. Kirby’s children and other relatives in which Mr. Kirby serves as the trustee (Mr. Kirby disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein), and (v) 8,000 shares of Common Stock held in a trust for the benefit of Mr. Kirby’s children in which Mr. Kirby’s brother serves as the trustee (Mr. Kirby disclaims beneficial ownership of these securities). |

  109. Directors and Executive Officers

    | (6) Includes shared voting and investment power for six shares of Common Stock. |

  110. Directors and Executive Officers

    | (7) Includes 21,521 options to purchase shares of Common Stock at $77.56. |

  111. Directors and Executive Officers

    | 68 | 2025 Proxy Statement |

  112. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table sets forth information as of December 31, 2024 regarding the number of shares of Common Stock that may be issued under the Company’s equity compensation plans.

  113. 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 | 6,397,581(1) | - | | | Subtotal | 6,899,636 | $91.53(2) | 3,250,532(3) | | Equity compensation plans not approved by security holders | - | - | - | | Total | 6,899,636 | $91.53(2) | 3,250,532(3) |

  114. Equity Compensation Plan Information

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

  115. Equity Compensation Plan Information

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

  116. Equity Compensation Plan Information

    | (3) Includes 249,870 shares available under the DEIP and 3,000,662 shares available under the 2021 Plan, assuming that the Performance-Based RSUs referenced in footnote 1 above achieve the level of performance as described in footnote 1 for such awards. |

  117. Equity Compensation Plan Information

    | 2025 Proxy Statement | 69 |

  118. Equity Compensation Plan Information

    The Audit Committee appointed, and the Board has ratified the appointment of, Ernst & Young to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2025, subject to ratification by the holders of Common Stock of the Company. The Board is presenting a resolution to our stockholders requesting ratification of Ernst & Young’s appointment as the Board and the Audit Committee believes that the continued retention of Ernst & Young for 2025 is in the best interest of the Company and its stockholders. The Audit Committee is directly responsible for the appointment, compensation (including pre-approval of the audit fee), retention, termination, oversight and evaluation of the independent registered public accounting firm that audits our consolidated financial statements and internal controls over financial reporting. In order to ensure continuing auditor independence, the Audit Committee periodically considers whether there should be a rotation of the independent registered public accounting firm. Further, in conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Audit Committee and its Chair participate in the process for the selection of Ernst & Young’s new lead engagement partner. In making the determination to reappoint of Ernst & Young, the Audit Committee considered, among other factors, Ernst & Young’s performance as our independent registered public accounting firm since its retention in 2009, its independence with respect to the services to be performed and the quality and candor of Ernst & Young’s communications with the Audit Committee and management. Although ratification of the appointment of Ernst & Young is not required by law or our Amended and Restated Bylaws, we value the opinion of our stockholders on our independent auditors and, as a matter of good corporate governance, the Board is presenting the appointment to our stockholders for ratification. If ratification is withheld, the Audit Committee and the Board will reconsider its appointment. Even if this appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its stockholders. Representatives from Ernst & Young are expected to attend the Annual Meeting to respond to appropriate questions and to make any statements as they may desire.

  119. Equity Compensation Plan Information

    | The Board and Audit Committee recommend you vote FOR Item 2 | Vote Required Approval of Item 2-Ratification of Appointment of Independent Registered Public Accounting Firm-requires the affirmative vote of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on such matter. If you elect to abstain, the abstention will have the same effect as an “AGAINST” vote. Because brokers will have discretionary authority to vote on this proposal, there will not be any broker non-votes. |

  120. Equity Compensation Plan Information

    | 70 | 2025 Proxy Statement |

  121. Incentive Compensation Elements

    | | Pay Element | | | | FIXED | SALARY Fixed cash compensation reviewed annually and adjusted as appropriate based on individual performance, level of responsibility, specialized qualifications, experience, internal pay parity and pay levels of comparable positions within peer group. | | | | AT RISK / PERFORMANCE-BASED | 2024 SHORT-TERM INCENTIVES (“STI”) Cash STI award earned based on achievement of performance metrics designed to align with our commitments to our customers and stockholders. | | 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 2024 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 continues to expand operations. | | | LONG-TERM INCENTIVES (“LTI”) Our 2024 LTI opportunity is equally divided between Performance-Based RSU awards and time-based RSU awards with a three-year vesting cycle. Except as noted, the performance measures described in the next column apply to the first tranche of the 2024 Performance-Based RSU awards, the second tranche of the 2023 Performance-Based RSU awards and the third tranche of the 2022 Performance-Based RSU awards. | | Performance-Based RSUs (50% of LTI opportunity at target)—one half of the 2024 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 3-year performance period. | | | | | -Absolute Adjusted Earnings Per Share (“EPS”) (40%)—this PBRSU metric was included to provide further emphasis on a key financial performance metric that management and the Committee believe demonstrates our commitment to earnings growth in 2024 and beyond. | | | | | -Relative Adjusted Pre-Tax Margin (40%)—this PBRSU metric is based on Adjusted Pre-tax Margin relative to an industry peer group and is designed to focus management on our commitments to our stockholders to enhance the quality of our operating earnings by focusing on pre-tax margin. | | | | | -Strategic Goal (20%)—this PBRSU metric was included to incentivize management to reach various performance indicators that will assist us in achieving certain key commitments and initiatives relating to our environmental sustainability, people impact and responsible sourcing programs. -Liquidity (100%)—vesting of PBRSUs is also subject to an $8 billion cash liquidity hurdle at the end of the three-year performance period. -Relative Total Stockholder Return (TSR) Modifier (applies to 2024 PBRSU awards only)—this modifier increases emphasis on underlying metrics through an up to +50% increase based on our TSR relative to the market cap weighted average TSR of companies in the Dow Jones US Airlines Index over a three-year performance period. This PBRSU metric was included to reward positive outperformance relative to our peers. This modifier only increases the value of the PBRSUs if at least the entry level of performance is achieved with respect to at least one of the primary performance goals for the 2024 PBRSU awards, and our TSR is positive and exceeds the weighted average TSR of the peer group by more than two percentage points. | | | | | Time-Based RSUs (50% of LTI opportunity)—the remaining half of the 2024 LTI opportunity was delivered in the form of time-based RSU awards that vest in one-third increments over three years, subject to continued service requirements. Time-based RSUs incentivize long-term retention of our NEOs while still providing alignment of compensation with stockholder interests. |

  122. OTHER COMPENSATION AWARDS

    OTHER COMPENSATION AWARDS In July 2024, in order to retain our key executives in a period of retention vulnerabilities within the industry and incentivize our executives to drive performance against key financial metrics, the Committee determined to award each of our NEOs an award of Performance-Based RSUs (the “Retention LTI Awards”). The Retention LTI Awards are in the form of Performance-Based RSUs granted under the 2021 Plan and will be settled in shares of Common Stock upon vesting. The Retention LTI Awards vest in one-third increments over three years, subject to achievement of the following performance measures:

  123. OTHER COMPENSATION AWARDS

    | ● | Absolute Adjusted EPS (First Tranche and Second Tranche) — The first and second tranches of the Retention LTI Awards may become earned based on our Adjusted EPS performance during the four quarters ending June 30, 2025 and June 30, 2026, respectively. |

  124. OTHER COMPENSATION AWARDS

    | ● | Relative Adjusted Pre-tax Margin (Third Tranche) — The third tranche of the Retention LTI Awards may become earned based on our Adjusted Pre-tax Margin during the four quarters ending June 30, 2027 relative to the weighted average Adjusted Pre-tax Margin of selected industry peers during the same period and is also subject to an Adjusted EPS performance measure. |

  125. 2024 Pay SUMMARY

    | | Target NEO Compensation as of 12/31/2024 | | | | | | | | | Target Grant | Grant | | | | | | Value of | Value of | | | | | | PBRSUs | RSUs | | | | | 2024 STI | Awarded in | Granted in | | | NEO | Salary (1) | Target (2) | 2024 | 2024 | Total | | Scott Kirby | $1,200,000 | $3,000,000 | $6,900,000 | $6,900,000 | $18,000,000 | | Brett Hart | $1,000,000 | $1,750,000 | $4,250,000 | $4,250,000 | $11,250,000 | | Torbjorn Enqvist | $880,000 | $1,100,000 | $1,980,000 | $1,980,000 | $5,940,000 | | Andrew Nocella | $808,500 | $970,200 | $1,617,000 | $1,617,000 | $5,012,700 | | Michael Leskinen | $770,000 | $924,000 | $1,443,750 | $1,443,750 | $4,581,500 |

  126. 2024 Pay SUMMARY

    | (2) Represents the target amounts pursuant to the 2024 STI program (“2024 STI”), which had a performance period from January 1, 2024 through December 31, 2024, not taking into account blended salary or target STI opportunity rates. The actual value of the earned 2024 STI is included in the “Non-Equity Incentive Plan Compensation” column of the 2024 Summary Compensation Table. |

  127. KEY EXECUTIVE COMPENSATION PROGRAM CHANGES IN 2024

    | STI PROGRAM CHANGES | The 2024 STI remained relatively consistent with the 2023 STI program: ● Financial metric weighting remained at 33% under the 2024 STI, though in 2024, the financial metric measured our Adjusted EBITDA Margin during 2024 relative to our peers (in 2023, this metric measured our improvement of Adjusted EBITDA Margin since 2019 relative to our peers); ● Customer metric (“NPS”) weighting remained at 33% under the 2024 STI; and ● Operating excellence metrics (customer D:00, mishandled baggage rate, and seat cancel rate) remained at 33% under the 2024 STI. |

  128. KEY EXECUTIVE COMPENSATION PROGRAM CHANGES IN 2024

    | LTI PROGRAM CHANGES | For performance goals set for regular annual PBRSUs in 2024 (which applied to tranche 3 of the 2022 PBRSUs, tranche 2 of the 2023 PBRSUs, tranche 1 of the 2024 PBRSUs and the first half of Mr. Leskinen’s 2023 promotional PBRSU award), compared with the performance goals and terms set for tranche 1 of the 2023 PBRSUs and tranche 2 of the 2022 PBRSUs: ● Rather than have 40% of the PBRSUs earned based on a financial metric (relative CASM-ex) and 40% earned based on United Next metrics as was the case in 2023, the 2024 annual PBRSUs are earned based on financial metrics weighting at 80%, split evenly between an absolute Adjusted EPS metric and a relative Adjusted Pre-tax Margin metric. Further, the relative Adjusted Pre-tax Margin metric had a more focused peer group as compared to the relative CASM-ex metric used in 2023. The financial metrics used in 2024 increase emphasis on Company earnings and profit to further align with values and metrics that are considered most important to our stockholders. ● We added a relative TSR modifier to the 2024 annual PBRSUs only, which may modify the value of the award +0% to +50% based on our TSR relative to the market cap weighted average TSR of companies in the Dow Jones US Airlines Index over a three-year performance period, provided that the modifier only increases the value of the PBRSUs if at least the entry level of performance is met with respect to at least one of the primary performance metrics for the PBRSUs and our TSR is positive and exceeds the weighted average TSR of the peer group by more than two percentage points. ● Consistent with 2023, all tranches of the regular annual PBRSU awards (tranches 1-3 of the 2022 PBRSUs, tranches 1-2 of the 2023 PBRSUs, and tranche 1 of the 2024 PBRSUs) have a financial hurdle tied to liquidity measured at the end of the three-year performance period. |

  129. EXECUTIVE COMPENSATION PHILOSOPHY

    | LINKING EXECUTIVE PAY TO PERFORMANCE | Our executives’ total compensation packages include a mix of fixed and variable components, with a meaningful portion of total compensation at-risk (including a balance of both short-term and long-term focus on improved financial performance). Our STI program design promotes and rewards teamwork given that it emphasizes company-wide goals that apply consistently across many levels, from our Chief Executive Officer through all of our management and administrative employees. This consistency increases shared accountability for success and alignment with customers. Further, our 2024 Program used STI performance goals that were deemed by the Committee to be critical to United’s success. For example, the NPS and operational excellence metrics are key factors toward building the United brand into the preferred choice for airline travel. Metrics for our regular annual PBRSUs (tranche 1 of the Performance-Based RSUs granted in 2024, tranche 2 of the Performance-Based RSUs granted in 2023, and tranche 3 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 important financial metrics – Adjusted EPS and relative Adjusted Pre-tax Margin. Further, the annual PBRSUs also drive performance in key strategic areas by measuring performance based on environmental sustainability, people impact and responsible sourcing metrics. Overall, management and the Committee endorse the choice of metrics under the 2024 Program and believe they helped drive performance toward United’s goals throughout 2024 and beyond. |

  130. 2024 TARGET COMPENSATION BENCHMARKS

    2024 TARGET COMPENSATION BENCHMARKS The following charts provide an overview of the 2024 target executive compensation components for the Chief Executive Officer and other NEOs and highlights the percentage of total target compensation that is variable and at risk.

  131. 2024 TARGET COMPENSATION BENCHMARKS

    | 2024 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 |

  132. 2024 TARGET COMPENSATION BENCHMARKS

    | 2024 AVERAGE OTHER NEO TOTAL TARGET COMPENSATION | ● 87% of target pay at-risk and fluctuating based on our performance and/or our stock price ● 70% of target pay delivered in LTI equity incentives with multi-year vesting |

  133. 2024 TARGET COMPENSATION BENCHMARKS

    This target pay mix supports the core elements of our executive compensation philosophy by emphasizing long-term, stock-based incentives while providing competitive annual cash components, thus aligning our executive compensation program with our business strategy and the creation of stockholder value. The target compensation levels described above reflect the regular foundation of our 2024 executive pay program (including, for the long-term incentive levels, the target values associated with the annual 2024 award of PBRSUs only) and therefore do not include the Retention LTI Awards or Mr. Leskinen’s promotional 2023 PBRSU award. The Retention LTI Awards were deemed critical to incentivizing and retaining our key executives, were awarded to achieve specific retention objectives and thus are not a regular component of our annual compensation program.

  134. 2024 TARGET COMPENSATION BENCHMARKS

    | 86 | 2025 Proxy Statement |

  135. SETTING PERFORMANCE GOALS AND MAKING COMPENSATION DETERMINATIONS

    SETTING PERFORMANCE GOALS AND MAKING COMPENSATION DETERMINATIONS The Committee establishes the design of our executive compensation program in accordance with its charter, which can be viewed on our investor relations website at ir.united.com, and also approves cash compensation (base salary levels and target annual short-term incentive levels), target annual long-term incentive award size as well as perquisites, retirement benefits and health and insurance benefits of each of our executive officers.

  136. SETTING PERFORMANCE GOALS AND MAKING COMPENSATION DETERMINATIONS

    | AFTER end of year | | Beginning of Year | | The Committee certifies performance under the STI program for the prior year and performance for Performance-Based RSU performance periods scheduled to vest at the end of the prior year. The Committee also determines the design and components of current compensation programs, including setting the performance goals for each performance-based compensation component which we believe is consistent with “best practices” 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. | | The Committee conducts a review of each executive officer’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. | | | | | | before END OF YEAR | | during the year | | The Committee reviews the existing compensation program, including its design and components, to determine if any changes should be made to the program for the next fiscal year. The Committee also reviews market data to provide insight on compensation for our Section 16 officers. | | 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 stockholders’ interests and the other principles of the program. The Committee’s independent consultant attends Committee meetings at the invitation of the Committee. |

  137. SETTING PERFORMANCE GOALS AND MAKING COMPENSATION DETERMINATIONS

    Annual LTI awards are typically approved in or near the first quarter of the fiscal year. We do not grant any form of equity compensation in anticipation of the release of material, non-public information. Similarly, we do not time the release of material, non-public information based on equity award grant dates for the purpose of affecting the value of any NEO award. The Committee also does not take material, non-public information into account when determining the timing and terms of equity award grants. During 2024, none of our NEOs were granted any options to purchase shares of Common Stock. To help achieve its design objectives and align the executive compensation program with our overall pay philosophy, the Committee considers a variety of inputs to evaluate whether it remains aligned with current business objectives and evolving best practices, including stockholder feedback from our engagement sessions, results of our annual “Say-on-Pay” vote, the advice of the Committee’s independent compensation consultant, market considerations and the compensation programs of our peer group, Company and NEO-focused considerations, the input of our Chief Executive Officer, internal pay parity and management and risk mitigation considerations. We address each of these inputs here. Ultimately, the Committee makes all final decisions regarding the executive compensation program design, performance goals and the compensation levels of United’s executive officers following its review and consideration of all recommendations and data it deems appropriate.

  138. SETTING PERFORMANCE GOALS AND MAKING COMPENSATION DETERMINATIONS

    | 2025 Proxy Statement | 87 |

  139. SETTING PERFORMANCE GOALS AND MAKING COMPENSATION DETERMINATIONS

    | Contacted approximately 57% of our top stockholders |

  140. STOCkholder Engagement

    STOCkholder Engagement Our Board and the Committee deeply value the continued interest of and feedback from our stockholders on our executive compensation program and are committed to maintaining an active dialogue with our stockholders to allow us to take into account their perspectives. Feedback received from our stockholders through ongoing engagement discussions informs the Committee’s deliberations as it reviews the incentive structures in place on an ongoing basis. As in prior years, in fiscal year 2024, we continued our active stockholder engagement program, discussing compensation and a broad range of corporate governance topics with stockholders representing approximately 57% of our outstanding shares of Common Stock. In evaluating our compensation practices in fiscal year 2024, the Committee was mindful of the support our stockholders expressed for our philosophy and our practice of aligning pay with performance, including by emphasizing performance-based awards and specifically adding a relative TSR modifier to the annual 2024 Performance-Based RSUs to address stockholder feedback.

  141. ADVICE FROM INDEPENDENT COMPENSATION CONSULTANT

    ADVICE FROM INDEPENDENT COMPENSATION CONSULTANT During 2024, final executive compensation decisions with respect to the NEOs were made by the Committee, after considering input from Exequity, the Committee’s independent compensation consultant. Exequity provides the Committee with background materials, including preparation of reports to inform our compensation peer group composition and participates in Committee meetings to support the Committee’s executive compensation decision-making process. Exequity services also include consultation regarding the targeted levels of executive pay, the design of incentives, technical issues (such as tax and accounting implications of pay) and assisting the Committee in performing an annual compensation risk assessment of United’s compensation programs. Exequity reports directly to the Committee and the Committee has the authority to retain and terminate Exequity and to review and approve Exequity’s fees and other retention terms.

  142. ADVICE FROM INDEPENDENT COMPENSATION CONSULTANT

    | 88 | 2025 Proxy Statement |

  143. ADVICE FROM INDEPENDENT COMPENSATION CONSULTANT

    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 2024, 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.

  144. MARKET CONSIDERATIONS AND PEER GROUP USED FOR 2024 PAY ANALYSIs

    MARKET CONSIDERATIONS AND PEER GROUP USED FOR 2024 PAY ANALYSIs Market Considerations As part of its annual compensation review process, the Committee considers pay levels of our peers, among other factors, as a reference point when determining individual pay decisions and assessing the overall competitiveness and reasonableness of the Company’s compensation program. Exequity annually conducts and shares with the Committee a review of compensation for our NEOs by reference to the range of compensation paid to similarly situated executives of our compensation peer group, including compensation information compiled from publicly filed disclosures of our primary peer group. We supplement this market data with information gleaned from our experience recruiting for executive positions at United. While this market data and supplemental data inform the decisions of the Committee on the range of compensation opportunities, the actual level of our NEOs’ total direct compensation is determined based on both individual and corporate performance and can vary based on such factors as performance, breadth, scope and complexity of the NEO’s role, expertise, skill set, experience and advancement potential. United’s Peer Group The Committee annually reviews the appropriateness of the compensation peer group used by Exequity to generate competitive executive pay data for the Committee’s review in connection with compensation decisions. The peer group during 2024 was 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. When advising on the selection of a peer group for 2024 compensation, Exequity noted that revenues for United and the peers in the travel industry had mostly returned to pre-pandemic levels or higher and therefore, unlike prior years, the September 2023 pay study was able to utilize the most recently available annual revenues for most of the companies in the peer study. For the peer group used for 2024 compensation, the following primary factors were considered in identifying the most appropriate peer companies that are size-relevant (generally 0.5x-2.0x the Company’s revenue) for compensation benchmarking purposes: the labor market for United’s executive talent, including a focus on geographic proximity; 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, the Committee determined that no changes needed to be made to the composition of the benchmarking peer group for 2024 compensation decisions and that the Committee could utilize the same peer group utilized for 2023 compensation decisions, which included the 16 comparator companies noted below. The Committee annually reviews and periodically updates our peer group as our business and market environment continue to evolve.

  145. MARKET CONSIDERATIONS AND PEER GROUP USED FOR 2024 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. |

  146. MARKET CONSIDERATIONS AND PEER GROUP USED FOR 2024 PAY ANALYSIs

    | 2025 Proxy Statement | 89 |

  147. Input from our Chief Executive Officer AND OTHER 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. |

  148. Input from our Chief Executive Officer AND OTHER Management

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

  149. 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. Further, goals apply equally to all participants to encourage a unified and responsible approach to achieving financial and non-financial goals; |

  150. 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; |

  151. 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; |

  152. 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; |

  153. 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; |

  154. 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; |

  155. Compensation risk oversight

    | ● | The annual Performance-Based RSU awards include a liquidity condition requiring achievement of a cash hurdle for the awards to be paid; |

  156. Compensation risk oversight

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

  157. 2024 Executive Compensation Overview

    | | Pay Element | Vehicle | Rationale and Link to Stockholder Value | | FIXED | BASE SALARY | Cash | Fixed cash compensation rewards individual performance and scope of responsibility to attract and retain top talent. | | AT RISK / PERFORMANCE-BASED | SHORT-TERM INCENTIVES | Cash | Promotes strong short-term business results by rewarding 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 RSUs (paid in shares of Common Stock) | Performance-Based RSUs reward achievement of financial 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. Time-based RSUs vest one-third per year over a three-year period, which enhances retention of our NEOs, aligns with compensation practices of our peers and supports stockholder value creation. | | OTHER | RETIREMENT BENEFITS | 401(k) plan and excess 401(k) cash direct and cash match program | Creates shared responsibility for retirement through matching contributions. | | | PERQUISITES | Non-cash benefits, such as active flight benefits, health-related benefits, and reimbursement for certain tax and financial services | Enhances retention and strengthens our relationships with our executives and generally aligns with market practice for perquisites provided to executives at similar levels at companies within the airline industry and general industry groups. |

  158. Elements of 2024 Executive Compensation

    Elements of 2024 Executive Compensation Base Salary The Committee generally reviews and approves base salaries annually in February, with the new rates effective as of April 1, and makes periodic adjustments in connection with promotions, changes in roles and/or responsibilities or to reward individual performance and promote market competitiveness. In making any such adjustments, the Committee considers individual performance, the NEO’s experience, the breadth, scope and complexity of the NEO’s role, internal pay parity and whether the NEO’s base salary is appropriately positioned relative to similarly situated executives in our peer group, among other factors. Taking into account each NEO’s performance for the most recently completed fiscal year, total target compensation, any outstanding or recently paid special awards, recent compensation adjustments and the average compensation of similarly situated executives in our peer group, the Committee determined to increase each NEO’s base salary, as summarized in the table below. The determination to increase each NEO’s salary was driven by the desire to ensure each NEO’s total market compensation aligned with the compensation levels at our peers as well as to reward each NEO for his continued strong performance in his respective role and his contributions to the Company.

  159. Elements of 2024 Executive Compensation

    | Earned Base SalaryX | STI TARGET OPPORTUNITY %X | Performance Against Annual Goals | = | ACTUAL STI AWARD PAYOUT | | Determined by reviewing: ● Individual performance ● Level of responsibility ● Specialized qualifications ● Experience ● Internal pay parity ● Internal and market-based peer group data | Established using: ● Level of responsibility ● Internal and market-based peer group data ● Internal pay parity ● Company financial performance | ● Relative Adjusted EBITDA Margin (33%) ● Net Promoter Score (NPS) (33%) ● Operational Excellence (33%) | | ● Capped at 200% of target |

  160. Elements of 2024 Executive Compensation

    STI Target Opportunities The target opportunities as a percentage of base salary for 2024 for our NEOs are shown below. Such STI target opportunities are determined by the Committee after considering a number of factors, including the breadth, scope and complexity of the NEO’s role, whether the target annual incentive is competitive with target annual incentives for similarly situated executives in our peer group, consideration of internal pay parity and our recent and projected financial performance. For 2024, the Committee determined not to increase the STI opportunities for any of our NEOs as a percentage of base salary, although the absolute STI target opportunities for each NEO increased due to their base salary increases that took effect in 2024. The STI target opportunity for each NEO is expressed as a percentage of the executive’s base salary.

  161. Elements of 2024 Executive Compensation

    | | 2024 STI Target Opportunity | | | | | Percentage of Base Salary | | | | Named Executive Officer | 2023 | 2024 | % Change | | Scott Kirby | 250% | 250% | —% | | Brett Hart | 175% | 175% | —% | | Torbjorn Enqvist | 125% | 125% | —% | | Andrew Nocella | 120% | 120% | —% | | Michael Leskinen | 120% | 120% | —% |

  162. Elements of 2024 Executive Compensation

    | 2024 Metric and Weighting | What It Is | Why It’s Important | | FY2024 Adjusted EBITDA Margin relative to industry weighted average Adjusted EBITDA Margin (33%) | - Adjusted EBITDA is a non-GAAP financial measure calculated as EBITDA (earnings before interest, taxes, depreciation, and amortization) excluding operating and non-operating special charges (credits) and unrealized (gains) losses on investments, and, as applicable, adjusted for refinery and fuel hedges. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by operating revenue. - Industry Adjusted EBITDA Margin is the revenue weighted average of Adjusted EBITDA Margins of certain industry peers. | A critical measure of annual profitability aligning our management’s interests with those of our stockholders; this metric focused on our profit levels as compared with that of our industry peers during 2024. Aligned with industry benchmarks, with limited adjustments for refinery and fuel hedges. Linked to stretch goals that exceed earnings guidance and competitor levels. | | Operational Excellence (33%) | Three Key Airline Operational Goals: - 33% Customer D:00 (CD:00) (An industry reference for on-time performance that measures departures early or at the scheduled departure time.) (1) - 33% Mishandled Baggage Rate (MBR) (This metric measures the number of customer complaints for delayed, damaged or pilfered bags per total bags handled.) - 33% Seat Cancel Rate (This metric measures the number of cancelled seats divided by scheduled seats. It is a measure of passengers impacted by flight cancellations.) (1) For purpose of this metric, flights otherwise planned to arrive on-time that are intentionally delayed to hold for passenger connections are considered to be on-time departures. | A measure of operational reliability that focuses management on ensuring reliable and top-tier operations. It is aligned with the Company’s strategic plan, key value drivers and industry benchmarks. | | Net Promoter Score (33%) | Based on United Customer Survey Results “How likely are you to recommend United Airlines to a friend, relative or colleague?” Stratified based on reliability, mainline/express mix, international/domestic mix and normalized to match United’s 2018 Basic Economic passenger mix. NPS has no standardized industry meaning and, therefore, is not the same as similarly titled measures presented by other companies. | A measure of customer feedback that provides continued focus on customer satisfaction and tied to the Company’s strategic plan of positioning the United brand as the preferred choice for airline travel. |

  163. Elements of 2024 Executive Compensation

    2024 STI Outcomes Threshold, target and maximum performance levels are evaluated independently by the Committee and are set to provide appropriate awards across a range of performance outcomes. In establishing performance levels and metrics each year, the Committee considers, among other things: budget; operational priorities; long-term strategic plans; historical performance and external factors, including external expectations; competitive developments; and the regulatory environment. The achievement of threshold, target and maximum performance levels were set by the Committee to be challenging to attain and require strong performance and execution without encouraging unnecessary or excessive risk-taking. The payouts for the 2024 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 175% of target for 2024. The calculation was based on the following performance against the goals shown below.

  164. Elements of 2024 Executive Compensation

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

  165. Elements of 2024 Executive Compensation

    | | | 2024 STI | | | | | | | 2024 STI | | | | | | Annual Base Salary | Target | 2024 STI Target | Formulaic | Final | | Named Executive Officer | (as of 12/31/24) | Opportunity | Opportunity (1) | Payout | Award | | Scott Kirby | $1,200,000 | 250% | $2,937,842 | 175% | $5,141,223 | | Brett Hart | $1,000,000 | 175% | $1,706,489 | 175% | $2,986,356 | | Torbjorn Enqvist | $880,000 | 125% | $1,075,137 | 175% | $1,881,489 | | Andrew Nocella | $808,500 | 120% | $958,713 | 175% | $1,677,748 | | Michael Leskinen | $770,000 | 120% | $903,115 | 175% | $1,580,451 |

  166. Elements of 2024 Executive Compensation

    | (1) 2024 STI target opportunity ($) is determined based on a blended rate, which is the product of the NEO’s (x) 2024 STI Target Opportunity (%) and (y) blended base salary rate for 2024 (i.e., generally reflecting the lower rate in effect prior to April 1, 2024 for 25% of the year and the rate in effect on and after April 1, 2024 for 75% of the year). |

  167. Elements of 2024 Executive Compensation

    Long-Term Incentive Program 2024 Long-Term Incentive Program Summary Our LTI program, like our STI program, is designed to focus the efforts of our executives on key drivers of both short- and long-term success and on stockholder value. 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 determining the size of the individual LTI awards granted to our NEOs in 2024, 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. In 2024, we continued to grant two types of long-term award vehicles, which each served a different purpose:

  168. Elements of 2024 Executive Compensation

    | ● | Performance-Based RSUs: reward the achievement of key financial and strategic goals. In response to stockholder feedback, we returned to our practice of awarding long-term performance-based RSUs in 2022. However, because the continued uncertain business environment in our industry makes it difficult to select appropriate three-year performance metrics, the Committee structured the 2022, 2023 and 2024 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, a NEO can have Performance-Based RSUs relating to up to three performance periods outstanding at any time. Amounts earned for each of these one-year tranches are accrued and paid at the end of the full three-year award cycle, contingent on continued employment through this period, subject to limited exceptions. |

  169. Elements of 2024 Executive Compensation

    Goals are established and measured annually so they can be appropriately aligned with evolving market conditions, strategic priorities and our financial forecasts; in 2024, the Committee approved Company-wide target values for each of the three categories of performance metrics applicable to LTI awards granted in 2024. 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. However, beginning with the 2024 Performance-Based RSUs, the Committee added a relative TSR modifier to the annual performance goals, which measures relative TSR performance over a cumulative three-year period, as discussed further below. Given that each year’s awards have an overlapping performance period from the prior year and, in the case of the 2024 Performance-Based RSUs, a three-year relative TSR modifier, we believe these awards provide the right balance between short-term and long-term focus.

  170. Elements of 2024 Executive Compensation

    Performance-Based RSUs awarded in 2024 as part of our regular LTI Program (not including the Retention LTI Awards) are referred to herein as “2024 Performance-Based RSUs,” the Performance-Based RSUs awarded in 2023 are referred to as “2023 Performance-Based RSUs” and the Performance-Based RSUs awarded in 2022 are referred to as “2022 Performance-Based RSUs.” The performance goals and metrics established in 2024 (excluding the relative TSR modifier) and described herein also apply to the first-half of Mr. Leskinen’s 2023 promotional PBRSU award for which half of the award vests based on performance goals established in 2024 and the remaining half of the award vests based on performance goals established in 2025.

  171. Elements of 2024 Executive Compensation

    | (1) CASM-ex (adjusted cost or operating expense per available seat mile) is a measure that is not calculated in accordance with GAAP. CASM-ex is calculated as cost or operating expense per available seat mile excluding fuel expense, profit sharing, third-party business expenses and special charges (credits). For tranche 2 of the 2022 Performance-Based RSUs and tranche 1 of the 2023 Performance-Based RSUs, the relative CASM-ex metrics measures the relative change in CASM-ex from 2019 compared to the industry average. |

  172. Elements of 2024 Executive Compensation

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

  173. Elements of 2024 Executive Compensation

    | | Tranche 1 2024 Performance-Based RSUs, Tranche 2 2023 Performance-Based RSUs and Tranche 3 2022 Performance-Based RSUs | Time-Based RSUs | | Proportion of Annual Grant | PBRSUs represent 50% of each annual LTI grant at target and each tranche of PBRSUs represents one-third of the annual grant of PBRSUs | Time-based RSUs represent 50% of each annual grant | | Metrics & Weighting | Absolute Adjusted EPS: 40% Relative Adjusted Pre-Tax Margin: 40% Strategic (environmental sustainability, people impact and responsible sourcing): 20% Liquidity hurdle: $8 billion in liquidity at end of three-year performance period +0% to +50% modifier based on relative TSR (2024 Performance-Based RSUs only), subject to achievement of entry level of performance for at least one of the primary goals for the PBRSUs | Number of shares earned based on continued employment, the value of which increase or decrease with fluctuations in the value of Common Stock | | Min / Max Payout (% of Target Units) | 0% / 200% for tranche 2 2023 Performance-Based RSUs and tranche 3 2022 Performance-Based RSUs 0% / 300% for 2024 Performance-Based RSUs (taking into account the relative TSR modifier) | N/A | | Vesting | 3-Year Cliff | 3-Year Ratable, with vesting occurring on an annual basis |

  174. Elements of 2024 Executive Compensation

    | | Target Grant Value | Grant | | | | of PBRSUs | Value of RSUs | Total Target 2024 | | | Awarded in | Granted in | Equity Compensation | | Named Executive Officer | 2024 (1) | 2024 | ($)(2) | | Scott Kirby | $6,900,000 | $6,900,000 | $13,800,000 | | Brett Hart | $4,250,000 | $4,250,000 | $8,500,000 | | Torbjorn Enqvist | $1,980,000 | $1,980,000 | $3,960,000 | | Andrew Nocella | $1,617,000 | $1,617,000 | $3,234,000 | | Michael Leskinen (3) | $1,443,750 | $1,443,750 | $2,887,500 |

  175. Elements of 2024 Executive Compensation

    | (1) Represents the annual RSU and Performance-Based RSU awards made in February 2024, 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. |

  176. Elements of 2024 Executive Compensation

    | (2) The target grant values associated with the 2024 Performance-Based RSUs in this table reflect the full target value of all three annual tranches of such awards, despite the fact that the portions attributable to performance goals in 2025 and 2026 will not be treated as formally “granted” for purposes of the executive compensation tables following this CD&A until the performance goals for those future tranches are established. Accordingly, the target values reflected in this table differ from those of the subsequent tables, which, consistent with disclosure rules, are included as grants only when the performance goals for each year are established. The following PBRSUs are not included in the table above: tranche 2 of the 2023 Performance-Based RSUs, tranche 3 of the 2022 Performance-Based RSUs, the first half of Mr. Leskinen’s promotional 2023 PBRSU award and the Retention LTI Awards. |

  177. Elements of 2024 Executive Compensation

    | (3) After consulting with Exequity and considering each element of target compensation of similarly situated executives in our peer group, the Committee determined to increase Mr. Leskinen’s annual LTI grant value (as a percentage of his base salary) in order to further align his compensation with compensation of similarly situated executives while ensuring a substantial portion of Mr. Leskinen’s target compensation is at-risk and linked to Company performance. |

  178. Elements of 2024 Executive Compensation

    2024 Performance-Based RSUs 2024 Performance-Based RSU awards have a target opportunity of 100% of the target award value and a maximum or “stretch” opportunity equal to 300% of the target award value (taking into account the relative TSR modifier). Payment opportunities under PBRSU awards are subject to linear interpolation between performance levels. The primary metrics and weights used for tranche 3 of the 2022 Performance-Based RSUs, tranche 2 of the 2023 Performance-Based RSUs and tranche 1 of the 2024 Performance Based RSUs, as well as the first half of Mr. Leskinen’s 2023 promotional PBRSU award, are identical to each other and are set forth in the table below. The liquidity hurdle applicable to the 2022 Performance-Based RSUs, the 2023 Performance-Based RSUs, the 2024 Performance Based RSUs and Mr. Leskinen’s 2023 promotional PBRSU award and the relative TSR modifier applicable to the 2024 Performance-Based RSUs only are described in further detail below.

  179. Elements of 2024 Executive Compensation

    TSR Modifier In an effort to further align executive compensation with stockholder interests, the 2024 Performance-Based RSUs are subject to a relative TSR modifier, wherein a percentage is applied to the final payout such that the award can increase in value between +0% to +50%. The modifier is based on the Company’s TSR over the full three-year performance period compared to the market cap weighted average TSR for companies in the Dow Jones US Airlines Index as of January 1, 2024. The modifier will only increase the value of the payout if the Company’s TSR is positive during the performance period and exceeds the weighted average TSR of the peer group by at least two percentage points and will only apply if the entry level of performance is met on at least one of the primary PBRSU goals. Assuming maximum application of the relative TSR modifier, the stretch value of the 2024 Performance-Based RSUs is 300% of target. The companies in the Dow Jones US Airlines Index as of January 1, 2024 and used for purposes for the relative TSR modifier consist of: Delta Air Lines, Inc., American Airlines Group Inc., Alaska Air Group, Inc., Southwest Airlines Co., JetBlue Airways Corporation, Allegiant Travel Company and Spirit Airlines, Inc. The Company’s TSR performance relative to the peer group TSR will affect the payout by increasing it between 0% to 50% as set forth in the following chart:

  180. Elements of 2024 Executive Compensation

    The relative TSR modifier aligns with stockholder interests in that it provides an upside opportunity when the Company’s TSR is better than the TSR of our peers, but only if the Company’s TSR is also positive during the performance period and the Company also meets at least the entry level of performance on at least one of the primary PBRSU goals. 2024 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, 2025, February 28, 2026 and February 28, 2027. 2022 Performance-Based RSUs and 2023 Performance-Based RSUs Details relating to the performance goals associated with the 2022 Performance-Based RSUs (tranche 1) and the 2023 Performance-Based RSUs (applies to tranche 1 of the 2023 Performance-Based RSUs and tranche 2 of the 2022 Performance-Based RSUs) are set forth on pages 102 through 105 of United’s 2024 proxy statement filed with the SEC on April 12, 2024.

  181. Elements of 2024 Executive Compensation

    Payout of 2022 Performance-Based RSUs (Completed Performance Period) Under the terms of the 2022 Performance-Based RSUs, 2024 represented the final year of the three-year performance period. The 2022 Performance-Based RSUs vested based on performance goals established on an annual basis of the three-year performance period commencing January 1, 2022 and ending December 31, 2024. The 2022 Performance-Based RSUs were divided into three tranches that were each weighted as 1/3 of the target 2022 Performance-Based RSUs. The 2022 Performance-Based RSUs had a continued service condition, generally requiring the named executive officer’s continued employment through the end of 2024 to vest. Below is a summary of the Company’s performance results under the performance metrics of the 2022 Performance-Based RSUs, which resulted in an overall vesting level of 122% of target. The performance metrics and goals were established annually based on the Company’s financial plan and operating and strategic initiatives, and were designed to be challenging but attainable with strong management performance, which was ultimately reflected by the overall vesting level of 122% of target. The awards vested at the end of 2024 and were settled in the first quarter of 2025 and are included in the “Option Exercises and Stock Vested for 2024” table.

  182. Elements of 2024 Executive Compensation

    | | Performance Metric (1) | Tranche Weighting | Entry (50%) | Target (100%) | Stretch (200%) | Actual Results | Payout (as % of Target) | Final Payout (as % of Target) | | Tranche 1 | CASM-ex (2, 3) | 40% | 7% | 4% | 1% | 18% | 0% | | | | United Next - Utilization (5) | 20% | Narrowbody: Entry level goal Widebody: Entry level goal | Narrowbody: Entry level goal +.2 Widebody: Entry level goal +.3 | Narrowbody: Entry level goal +.4 Widebody: Entry level goal +.6 | Narrowbody: Entry level goal +.4 Widebody: Entry level goal +.7 | 156% | | | | United Next –Mainline ATS | 20% | (6) | (6) | (6) | Between Entry and Target | 91% | | | | Strategic (# of actions complete) (7) | 20% | Environmental : 8 People & Responsible Sourcing : 4 | Environmental : 11 People & Responsible Sourcing: 6 | Environmental : 15 People & Responsible Sourcing: 8 | Environmental : 13 People & Responsible Sourcing: 7 | 150% | | | | | | | | | | | 80% | | Tranche 2 | CASM-ex (2, 4) | 40% | Equal to industry avg | 1 to 2 pts better than industry avg | 4 pts better than industry avg | 1.97 pts better than industry avg | 100% | | | | Technician Hiring (8) | 13% | Target level -5% | Significantly higher than historical levels | Target level +5% | Between Target and Stretch | 160% | | | | United Next Actions | 27% | (9) | (9) | (9) | (9) | 183% | | | | Strategic (# of actions completed) (7) | 20% | Environmental : 6 People & Responsible Sourcing : 6 | Environmental : 8 People & Responsible Sourcing : 7 | Environmental : 10 People & Responsible Sourcing : 8 | Environmental : 9 People & Responsible Sourcing : 7 | 125% | | | | | | | | | | | 135% | | Tranche 3 | Absolute Adjusted EPS (10) | 40% | $5 | $9 - $11 | $13 | $10.61 | 100% | | | | Relative Adjusted Pre-tax Margin (11) | 40% | -0.5% | +0.5% - +1.0% | 2.0% | 2.7% | 200% | | | | Strategic Actions (# of actions completed) (7) | 20% | Environmental: 6 People & Responsible Sourcing: 6 | Environmental: 8 People & Responsible Sourcing: 7 | Environmental: 10 People & Responsible Sourcing: 8 | Environmental: 8 People & Responsible Sourcing: 8 | 150% | | | | | | | | | | | 150% | | | Total payout under 2022 Performance-Based RSUs (as % of target) (12) | | | | | | | 122% |

  183. Elements of 2024 Executive Compensation

    | (1) For a detailed description of the Performance Metrics for tranche 1 of the 2022 Performance-Based RSUs, see page 105 of United’s 2024 proxy statement filed with the SEC on April 12, 2024 and pages 101-104 of United’s 2023 proxy statement filed with the SEC on April 13, 2023. For a detailed description of the Performance Metrics for tranche 2 of the 2022 Performance-Based RSUs (which also applies to tranche 1 of the 2023 Performance-Based RSUs), see page 103 of United’s 2024 proxy statement filed with the SEC on April 12, 2024. For a detailed description of the Performance Metrics for tranche 3 of the 2022 Performance-Based RSUs, see “2024 Performance-Based RSUs” above on page 100. |

  184. Elements of 2024 Executive Compensation

    | (3) The performance metric for the 2022 Performance-Based RSUs is based on the percentage change in United’s 2023 CASM-ex versus United’s 2019 CASM-ex. |

  185. Elements of 2024 Executive Compensation

    | (4) The performance metric for the 2023 Performance-Based RSUs is based on the relative change in 2023 CASM-ex from 2019 as compared with the industry average. |

  186. Elements of 2024 Executive Compensation

    | (7) The Compensation Committee incorporated this objective and measurable performance metric into the Company’s LTI to reflect the Company’s focus on long-term value creation for its stockholders by incentivizing management to reach various performance indicators that will assist the Company in achieving certain key commitments and initiatives relating to its environmental sustainability, people impact and responsible sourcing programs. The performance indicators were designed to be challenging but achievable with strong management performance. |

  187. Elements of 2024 Executive Compensation

    | (12) Vesting of the 2022 Performance-Based RSUs was also subject to an $8 billion cash liquidity hurdle at the end of the three-year performance period, which was achieved. |

  188. Elements of 2024 Executive Compensation

    Open Performance Periods Performance under the 2023 Performance-Based RSUs (as well as Mr. Leskinen’s 2023 promotional PBRSU award) and 2024 Performance-Based RSUs will be determined following the end of the three-year performance periods ending December 31, 2025 and 2026, respectively, given that certain underlying performance metrics (including the liquidity condition and, for the 2024 Performance-Based RSUs, the relative TSR modifier) are still outstanding. The performance metrics and relative weights for the 2024 Performance-Based RSUs are set forth above on page 100 in the table under the heading “2024 Performance-Based RSUs.” Retention LTI Awards On July 25, 2024, the Committee approved the Retention LTI Awards to each of our NEOs, which were designed to motivate, retain and reward our executive team in a period of retention vulnerabilities within the industry and incentivize our executives to maintain and drive key financial metrics. The Retention LTI Awards are in the form of Performance-Based RSUs granted under the 2021 Plan and will be settled in shares of Common Stock upon vesting. In approving the Retention LTI Awards, the Committee consulted with Exequity and considered target and realizable pay levels of executives at our airline peers. Based on such review, the Committee noted that our Chief Executive Officer’s realizable pay level was significantly below the levels of Chief Executive Officers at our peer companies and the Committee determined it was appropriate and in the best interest of the Company to provide an additional incentive performance award opportunity to our CEO, as well as each of other NEOs, to better align realizable pay with that of the airline peers for similar levels of performance, and to enhance retention through performance rewards linked to the Company’s key financial metrics. The Committee also determined to deliver the retention awards in the form of PBRSUs, rather than time-based RSUs, in order to continue to incentivize the NEOs to deliver on key performance metrics that are aligned with the interests of our stockholders.

  189. Elements of 2024 Executive Compensation

    | ● | Absolute Adjusted EPS (First Tranche and Second Tranche) — The first and second tranches of the Retention LTI Award may become earned based on our positive Adjusted EPS during the four quarters ending June 30, 2025 and June 30, 2026, respectively, as well as continued employment through each applicable vesting date. |

  190. Elements of 2024 Executive Compensation

    | ● | Relative Adjusted Pre-tax Margin (Third Tranche) — The third tranche of the Retention LTI Award may become earned based on our Adjusted Pre-tax Margin during the four quarters ending June 30, 2027 relative to the weighted average Adjusted Pre-tax Margin of selected industry peers during the same period, and is also subject to an Adjusted EPS performance measure, as described below. Payment opportunity is subject to linear interpolation between performance levels. Continued employment through the applicable vesting date is required. |

  191. 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 2024 STI, tranches 1, 2 and 3 of the 2022 Performance-Based RSU awards, tranches 1 and 2 of the 2023 Performance-Based RSU awards, and tranche 1 of the 2024 Performance-Based RSU awards, although no such adjustment has been made as of the Record Date with respect to such awards.

  192. 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.

  193. SEVERANCE AND CHANGE IN CONTROL BENEFITS

    | 106 | 2025 Proxy Statement |

  194. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information regarding our NEOs for fiscal year 2024, determined in accordance with applicable SEC disclosure rules. The table provides information for 2024 and, to the extent required by applicable SEC disclosure rules, 2023 and 2022.

  195. 2024 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) | ($) | | Scott Kirby | 2024 | 1,175,000 | 3,000,000 | 24,405,267 | 5,141,223 | — | 203,498 | 33,924,988 | | Chief Executive Officer | 2023 | 1,075,000 | — | 10,705,744 | 6,636,815 | — | 155,740 | 18,573,299 | | | 2022 | 1,000,000 | — | 8,666,624 | — | — | 129,978 | 9,796,602 | | Michael Leskinen | 2024 | 761,250 | 569,307 | 5,045,623 | 1,580,451 | — | 150,215 | 8,106,846 | | Executive Vice President and | 2023 | 447,103 | 1,128,240 | 988,963(7) | 770,131 | — | 109,090 | 3,443,527 | | Chief Financial Officer | | | | | | | | | | Brett Hart | 2024 | 975,000 | 4,200,000 | 15,263,264 | 2,986,356 | — | 225,159 | 23,649,779 | | President | 2023 | 868,750 | 3,875,000 | 6,420,817 | 3,687,526 | — | 132,851 | 14,984,944 | | | 2022 | 775,000 | — | 2,603,683 | — | — | 100,912 | 3,479,595 | | Torbjorn Enqvist | 2024 | 860,000 | 2,220,980 | 7,568,878 | 1,881,489 | — | 115,635 | 12,646,982 | | Executive Vice President and | 2023 | 775,000 | 1,525,000 | 2,996,475 | 2,121,677 | 19,595 | 116,480 | 7,554,227 | | Chief Operations Officer | | | | | | | | | | Andrew Nocella | 2024 | 798,875 | 2,600,000 | 6,464,807 | 1,677,748 | — | 103,174 | 11,644,604 | | Executive Vice President and | | | | | | | | | | Chief Commercial Officer | | | | | | | | |

  196. 2024 Summary Compensation Table

    | (1) Represents the actual salary earned by each NEO in 2024. |

  197. 2024 Summary Compensation Table

    | (2) Amounts in this column for 2024 include the following: (1) for Mr. Leskinen, the final $500,000 bonus payment under a 2022 subsidiary incentive program, payments of which were contingent upon continued employment with the Company through the applicable vesting dates in 2023 and 2024; (2) for Mr. Hart, the final $1,000,000 portion of the one-time $4,000,000 retention and recognition award made in May 2022 that vested on May 25, 2024; (3) for Messrs. Leskinen and Enqvist, a special long-term cash award ($69,307 for Mr. Leskinen and $83,080 for Mr. Enqvist) relating to 2021 promotional and long-term incentives, with payment contingent upon continued employment with the Company through the applicable vesting date; (4) for Messrs. Hart ($875,000), Enqvist ($625,000) and Nocella ($500,000), payment of the second 25% of the 2022 Transformation Incentive Awards (with any remaining payout of the Transformation Incentive Awards to vest in 2025, generally contingent on continued employment through the vesting date and achievement of an underlying performance goal); and (5) for Messrs. Kirby ($3,000,000), Hart ($2,325,000), Enqvist ($1,512,900) and Nocella ($2,100,000), payment of the Long-Term Contingent Cash Awards granted in February 2021. For additional details, please see the “Narrative to 2024 Summary Compensation Table and Grants of Plan-Based Awards for 2024 Table” below. |

  198. 2024 Summary Compensation Table

    | (3) For each named executive officer’s rows for 2024, represents the grant date fair value of time-vested RSUs as well as the Performance-Based RSUs granted in 2024 (i.e., tranche 1), the Performance-Based RSUs granted in 2023 (i.e., tranche 2), the Performance-Based RSUs granted in 2022 (i.e., tranche 3) and the Retention LTI Awards, each as computed in accordance with FASB ASC Topic 718. For Mr. Leskinen, the amount also includes the first half of Mr. Leskinen’s 2023 promotional PBRSU award, for which half of the award vests based on performance goals established in 2024 and half of the award vests based on performance goals established in 2025. |

  199. 2024 Summary Compensation Table

    For Performance-Based RSUs, the grant date fair value is based on the closing price of Common Stock on the date of grant for the portion of awards based on performance conditions and for Performance-Based RSUs granted in 2024, on a Monte Carlo valuation for the portion of awards attributable to the relative TSR modifier. The Monte Carlo simulation was performed using the remaining performance period of 3.0 years and assuming an expected volatility of 45.5% and risk-free interest rate of 4.46%. The expected volatility was based on an analysis of the historical volatility of Common Stock on the grant date for three years. The risk-free interest rate corresponding with the remaining performance period was calculated using a forward rate curve based on the U.S. Treasury yield curve as of the measurement date. For a discussion of the assumptions made in the valuation referenced in this column, see note 5 to the consolidated financial statements in the Company’s 2024 Annual Report on Form 10-K. As discussed in the CD&A, the Committee designed the 2024, 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, 2024 – December 31, 2026 for the 2024 Performance-Based RSUs, 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 designed Mr. Leskinen’s 2023 promotional PBRSUs so that the performance metrics and goals are set in 2024 and 2025. The Committee will set or has set goals for the remaining two-thirds of the 2024 Performance-Based RSU awards in each of 2025 and 2026, for the remaining one-third of the 2023 Performance-Based RSU awards in 2025 and the remaining one-half of Mr. Leskinen’s 2023 promotional PBRSU award in 2025. 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).

  200. 2024 Summary Compensation Table

    | 110 | 2025 Proxy Statement |

  201. 2024 Summary Compensation Table

    The following table reflects the aggregate grant date fair value at the maximum or “stretch” level of (i) the third tranche of 2022 Performance-Based RSUs (the “stretch” level is 200% of the target level), (ii) the second tranche of the 2023 Performance-Based RSUs (the “stretch” level is 200% of the target level), (iii) the first tranche of the 2024 Performance-Based RSUs (the “stretch” level is 300% of the target level assuming maximum application of the relative TSR modifier), and (iv) the Retention LTI Awards (the “stretch” level is 133% of the target level). For Mr. Leskinen, the below table also discloses the maximum value of the first-half of his 2023 promotional PBRSU award, as noted in footnote (a) below.

  202. 2024 Summary Compensation Table

    | | | 2022 | 2023 | 2024 | Retention LTI | | | | Performance-Based | Performance-Based | Performance-Based | Awards Maximum | | | | RSUs Maximum | RSUs Maximum | RSUs Maximum | Value ($) | | | Grant Date | Value ($) | Value ($) | Value ($) | | | Scott Kirby | 2/29/24 | 4,860,061 | 4,509,060 | — | — | | | 2/29/24 | — | — | 8,462,227 | — | | | 7/25/24 | — | — | — | 13,300,016 | | Michael Leskinen | 2/29/24 | 99,532 | 76,241 | — | — | | | 2/29/24 | — | — | 1,770,607 | — | | | 2/29/24 | — | 847,661(a) | — | — | | | 7/25/24 | — | — | — | 3,324,969 | | Brett Hart | 2/29/24 | 2,824,929 | 2,726,853 | — | — | | | 2/29/24 | — | — | 5,212,237 | — | | | 7/25/24 | — | — | — | 8,644,975 | | Torbjorn Enqvist | 2/29/24 | 1,275,813 | 1,283,182 | — | — | | | 2/29/24 | — | — | 2,428,204 | — | | | 7/25/24 | — | — | — | 4,654,994 | | Andrew Nocella | 2/29/24 | 1,275,813 | 1,097,856 | — | — | | | 2/29/24 | — | — | 1,983,000 | — | | | 7/25/24 | — | — | — | 3,989,981 |

  203. 2024 Summary Compensation Table

    | (a) Represents the maximum value of Mr. Leskinen’s 2023 promotional PBRSU award at “stretch” level of performance (200% of target). |

  204. 2024 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 2024 table below for the share price on the date of grant.

  205. 2024 Summary Compensation Table

    | (4) The amounts reported for 2024 in the “Non-Equity Incentive Plan Compensation” column include payments under the 2024 STI. Our 2024 Company performance resulted in achievement at 175% of the total target opportunity level. See “Short-Term Incentive Program” in the CD&A above for additional details. |

  206. 2024 Summary Compensation Table

    | (5) Prior to the 2010 merger, Mr. Enqvist participated in pension benefits provided as part of the compensation program of Continental Airlines (“Continental”), including the CARP. None of the other NEOs participate in the pension benefits programs. The amounts are calculated based on the difference in the present value of accumulated benefits determined as of December 31, 2024 and December 31, 2023. These benefits are frozen, but the values of the frozen benefits continue to fluctuate based on changes in actuarial assumptions and the passage of time. Decreases in pension values are shown as zeroes in the Summary Compensation Table. For the period from December 31, 2023 to December 31, 2024, 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 of $21,135 for Mr. Enqvist. 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. |

  207. 2024 Summary Compensation Table

    | 2025 Proxy Statement | 111 |

  208. 2024 Summary Compensation Table

    | (6) The following table provides details regarding amounts disclosed in the “All Other Compensation” column for 2024: |

  209. 2024 Summary Compensation Table

    | | Insurance | | 401(k) Cash | | | | | | | Premiums | | Direct and | Charitable | Perquisites | | | | | Paid by | 401(k) Company | Cash Match | Ticket | and Other | Tax | | | | Company | Contributions | Program | Donation | Benefits | Indemnification | Total | | Name | ($)(a) | ($)(b) | ($)(b) | ($)(c) | ($)(d) | ($)(e) | ($) | | Scott Kirby | 12,662 | 24,150 | 58,100 | 42,400 | 34,279 | 31,907 | 203,498 | | Michael Leskinen | 3,032 | 21,563 | 53,438 | — | 36,234 | 35,950 | 150,215 | | Brett Hart | 10,067 | 24,150 | 114,100 | 3,700 | 45,609 | 27,533 | 225,159 | | Torbjorn Enqvist | 7,512 | 25,875 | 38,625 | 3,700 | 25,517 | 14,406 | 115,635 | | Andrew Nocella | 8,257 | 24,150 | 31,771 | 3,700 | 16,616 | 18,680 | 103,174 |

  210. 2024 Summary Compensation Table

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

  211. 2024 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. |

  212. 2024 Summary Compensation Table

    | (c) Amounts represent the aggregate incremental cost of complimentary positive air space travel donated to qualified charitable organizations selected by the NEO, as discussed in the CD&A under the caption “Perquisites and Other Executive Benefits” above. |

  213. 2024 Summary Compensation Table

    | (d) This column includes: (i) for each NEO, the Company’s incremental cost of providing the NEO air travel on flights operated by the Company or any UAL subsidiary or operated as “United Express,” tax and financial planning services and an annual executive physical; (ii) for each of Messrs. Kirby, Leskinen, Hart and Enqvist, cybersecurity / identity protection services; (iii) for Mr. Kirby, the cost of a car service of $851; and (iv) for Messrs. Leskinen, Hart and Nocella, the Company’s incremental costs related to reserved parking at the Company’s offices. The NEOs also have access to certain other travel-related benefits with no incremental cost to the Company, such as access to our United Club facilities and status in our 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 also have access to certain package delivery services, which are provided at no incremental cost to the Company. Officers of the Company also are eligible to purchase on a voluntary basis group excess liability or “umbrella” insurance. The Company has no interest in these policies and does not subsidize the cost or make any other payment with respect to such coverage. |

  214. 2024 Summary Compensation Table

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

  215. 2024 Summary Compensation Table

    | (7) Under the terms and conditions of Mr. Leskinen’s promotional Performance-Based RSUs approved by the Committee on September 19, 2023, such awards become earned in two equal tranches, with each half earned based on the achievement of performance goals established in 2024 and 2025, respectively, such that one tranche is granted under FASB ASC Topic 718 in 2024 and the other in 2025. Mr. Leskinen’s 2023 compensation has been updated from what was previously reported in the 2023 Summary Compensation Table to subtract $266,638, representing the portion of his 2023 compensation attributable to the inadvertent inclusion of Mr. Leskinen’s 2023 promotional PBRSU award. The first tranche of Mr. Leskinen’s promotional PBRSU award is now included in the “Stock Awards” column for 2024 and the second tranche will be included in the “Stock Awards” column for 2025. |

  216. 2024 Summary Compensation Table

    | 112 | 2025 Proxy Statement |

  217. Grants of Plan-Based Awards for 2024

    Grants of Plan-Based Awards for 2024 The following table sets forth information regarding plan-based awards granted during 2024 to our NEOs. These awards include the 2024 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 2024), Performance-Based RSUs for the 2023-2025 performance period (representing one-third of the award with respect to which goals were established in 2024), Performance-Based RSUs for the 2024-2026 performance period (representing one-third of the award with respect to which goals were established in 2024), Mr. Leskinen’s 2023 promotional PBRSU award (representing one-half of the award with respect to which goals were established in 2024), Retention LTI Awards, and time-vested RSU awards. Each of these awards were granted pursuant to the 2021 Plan.

  218. Grants of Plan-Based Awards for 2024

    | | | | | | | | | | 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 | ($) | ($)(8) | ($) | (#) | (#) | (#) | (#) | ($)(9) | | Scott Kirby | 2/29/24 (1) | 2/29/24 | 1,468,921 | 2,937,842 | 5,875,683 | - | - | - | - | - | | | 2/29/24 (2) | 3/07/22 | - | - | - | 26,710 | 53,419 | 106,838 | - | 2,430,030 | | | 2/29/24 (3) | 4/04/23 | - | - | - | 24,781 | 49,561 | 99,122 | - | 2,254,530 | | | 2/29/24 (4) | 2/29/24 | - | - | - | 25,280 | 50,560 | 151,680 | - | 2,820,742 | | | 7/25/24 (5) | 7/25/24 | - | - | - | 107,021 | 214,041 | 284,675 | - | 9,999,996 | | | 2/29/24 (6) | 2/29/24 | - | - | - | - | - | - | 151,681 | 6,899,969 | | Michael Leskinen | 2/29/24 (1) | 2/29/24 | 451,558 | 903,115 | 1,806,230 | - | - | - | - | — | | | 2/29/24 (2) | 3/07/22 | - | - | - | 547 | 1,094 | 2,188 | - | 49,766 | | | 2/29/24 (3) | 4/04/23 | - | - | - | 419 | 838 | 1,676 | - | 38,122 | | | 2/29/24 (4) | 2/29/24 | - | - | - | 5,290 | 10,579 | 31,737 | - | 590,202 | | | 2/29/24 (7) | 9/25/23 | - | - | - | 4,659 | 9,317 | 18,634 | - | 423,830 | | | 7/25/24 (5) | 7/25/24 | - | - | - | 26,755 | 53,510 | 71,168 | - | 2,499,987 | | | 2/29/24 (6) | 2/29/24 | - | - | - | - | - | - | 31,737 | 1,443,716 | | Brett Hart | 2/29/24 (1) | 2/29/24 | 853,245 | 1,706,489 | 3,412,978 | - | - | - | - | — | | | 2/29/24 (2) | 3/07/22 | - | - | - | 15,525 | 31,050 | 62,100 | - | 1,412,465 | | | 2/29/24 (3) | 4/04/23 | - | - | - | 14,986 | 29,972 | 59,944 | - | 1,363,426 | | | 2/29/24 (4) | 2/29/24 | - | - | - | 15,571 | 31,142 | 93,426 | - | 1,737,412 | | | 7/25/24 (5) | 7/25/24 | - | - | - | 69,563 | 139,126 | 185,038 | - | 6,499,967 | | | 2/29/24 (6) | 2/29/24 | - | - | - | - | - | - | 93,427 | 4,249,994 | | Torbjorn Enqvist | 2/29/24 (1) | 2/29/24 | 537,568 | 1,075,137 | 2,150,273 | - | - | - | - | — | | | 2/29/24 (2) | 3/07/22 | - | - | - | 7,012 | 14,023 | 28,046 | - | 637,906 | | | 2/29/24 (3) | 4/04/23 | - | - | - | 7,052 | 14,104 | 28,208 | - | 641,591 | | | 2/29/24 (4) | 2/29/24 | - | - | - | 7,254 | 14,508 | 43,524 | - | 809,401 | | | 7/25/24 (5) | 7/25/24 | - | - | - | 37,457 | 74,914 | 99,636 | - | 3,499,982 | | | 2/29/24 (6) | 2/29/24 | - | - | - | - | - | - | 43,526 | 1,979,998 | | Andrew Nocella | 2/29/24 (1) | 2/29/24 | 479,357 | 958,713 | 1,917,426 | - | - | - | - | — | | | 2/29/24 (2) | 3/07/22 | - | - | - | 7,012 | 14,023 | 28,046 | - | 637,906 | | | 2/29/24 (3) | 4/04/23 | - | - | - | 6,034 | 12,067 | 24,134 | - | 548,928 | | | 2/29/24 (4) | 2/29/24 | - | - | - | 5,924 | 11,848 | 35,544 | - | 661,000 | | | 7/25/24 (5) | 7/25/24 | - | - | - | 32,106 | 64,212 | 85,402 | - | 2,999,985 | | | 2/29/24 (6) | 2/29/24 | - | - | - | - | - | - | 35,546 | 1,616,988 |

  219. Grants of Plan-Based Awards for 2024

    | (1) Represents the 2024 STI cash award for the performance period January 1, 2024 through December 31, 2024. As described in the CD&A, the 2024 STI awards paid out in March 2025 with overall performance at 175% of the target level after the Committee certified performance. |

  220. Grants of Plan-Based Awards for 2024

    | 2025 Proxy Statement | 113 |

  221. Grants of Plan-Based Awards for 2024

    | (2) Represents award opportunities for one-third of the full number of shares for which performance goals were established in 2024 for the Performance-Based RSUs granted for the performance period January 1, 2022 through December 31, 2024. See also footnote 9, below. |

  222. Grants of Plan-Based Awards for 2024

    | (3) Represents award opportunities for one-third of the full number of shares for which performance goals were established in 2024 for the Performance-Based RSUs granted for the performance period January 1, 2023 through December 31, 2025. See also footnote 9, below. |

  223. Grants of Plan-Based Awards for 2024

    | (4) Represents award opportunities for one-third of the full number of shares for which performance goals were established in 2024 for the Performance-Based RSUs granted for the performance period January 1, 2024 through December 31, 2026. See also footnote 9, below. |

  224. Grants of Plan-Based Awards for 2024

    | (5) Represents the Retention LTI Awards with vesting determined based on the performance period of July 1, 2024 through June 30, 2027. |

  225. Grants of Plan-Based Awards for 2024

    | (6) Represents 2024 LTI awards granted as time-based RSUs that are scheduled to vest in one-third increments on February 28, 2025, 2026 and 2027, subject to the NEO’s continued employment through the applicable vesting date or qualifying termination of employment. |

  226. Grants of Plan-Based Awards for 2024

    | (7) Represents award opportunity for one-half of the full number of shares for which performance goals were established in 2024 for Mr. Leskinen’s 2023 promotional PBRSU award. See also footnote 9, below. |

  227. Grants of Plan-Based Awards for 2024

    | (8) Represents the product of the NEO’s (x) FY2024 STI Target Opportunity (%) and (y) the NEO’s blended base salary rate for 2024. |

  228. Grants of Plan-Based Awards for 2024

    | (9) Represents the 2024 grant date fair value of the 2022, 2023, and 2024 Performance-Based RSU awards (with respect to tranches 3, 2, and 1, respectively), the first half of Mr. Leskinen’s 2023 promotional PBRSU award, the Retention LTI 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 annual Performance-Based RSUs for which the performance metrics were established in 2024 (i.e., one-third of the total number of shares subject to the 2022, 2023, and 2024 Performance-Based RSU awards and one-half of Mr. Leskinen’s 2023 promotional PBRSU award) is reflected in this table. Performance goals with respect to the remaining one-third of the 2023 Performance-Based RSUs and remaining one-half of Mr. Leskinen’s 2023 promotional PBRSU award will be established in 2025 and performance goals with respect to the remaining two-thirds of the 2024 Performance-Based RSUs will be established in 2025 and 2026, and will be reported in the Summary Compensation Table and Grants of Plan-Based Awards Table for the applicable year in which the goals are established. In accordance with the SEC disclosure rules, the aggregate grant date fair value of all Performance-Based RSUs (including the Retention LTI Awards) was calculated based on the target level (100%) of performance, which was the probable outcome of the required performance conditions as of the grant date, and on the closing price of Common Stock on the date of grant ($45.49 per share for annual Performance-Based RSUs and $46.72 per share for the Retention LTI Awards) for the portion of awards based on performance conditions and on a Monte Carlo valuation for the portion of awards attributable to the relative TSR modifier (for the 2024 Performance-Based RSU awards). For additional details regarding the assumptions used in these calculations, see footnote 3 to the 2024 Summary Compensation Table. For the time-vested RSUs, the amount was calculated by multiplying the number of RSUs awarded by the closing price per share of Common Stock on the date of grant ($45.49 per share). |

  229. Grants of Plan-Based Awards for 2024

    | 114 | 2025 Proxy Statement |

  230. Narrative to 2024 Summary Compensation Table and Grants of Plan-Based Awards for 2024 Table

    Narrative to 2024 Summary Compensation Table and Grants of Plan-Based Awards for 2024 Table The following is a description of material factors necessary to understand the information disclosed in the 2024 Summary Compensation Table and the Grants of Plan-Based Awards for 2024 and which are not otherwise described in the CD&A or the footnotes to the 2024 Summary Compensation Table and the Grants of Plan-Based Awards for 2024. Prior to fiscal year 2024, as previously disclosed for NEOs for the applicable year, the Committee approved the following special awards, which continued to vest in 2024:

  231. Narrative to 2024 Summary Compensation Table and Grants of Plan-Based Awards for 2024 Table

    | ● | In March 2021, Messrs. Leskinen and Enqvist were each awarded cash long-term incentive awards, with payment of the awards contingent upon the NEO’s continued employment with the Company through the applicable vesting date in 2024. These awards were paid out in March 2024 and are described in footnote 2 to the 2024 Summary Compensation Table. |

  232. Narrative to 2024 Summary Compensation Table and Grants of Plan-Based Awards for 2024 Table

    | ● | In February 2021, the Committee approved long-term contingent cash awards to each of Messrs. Kirby, Hart, Enqvist and Nocella, with payment of the award contingent upon the NEO’s continued employment with the Company through March 2024. These awards were paid out in March 2024 and are described in footnote 2 to the 2024 Summary Compensation Table. |

  233. Narrative to 2024 Summary Compensation Table and Grants of Plan-Based Awards for 2024 Table

    In making the determination to grant the long-term contingent cash awards, the Committee considered concerns related to the need to retain and reward our management team throughout the pandemic and its aftermath, considerations related to compensation benchmarking and internal and external pay parity, and management’s voluntary waivers of significant salary amounts in 2020. The long-term contingent cash awards were intended to enhance our ability to retain our management team during a time of unprecedented challenges for the Company and the airline industry as a whole.

  234. Narrative to 2024 Summary Compensation Table and Grants of Plan-Based Awards for 2024 Table

    | ● | In May 2022, the Committee approved a one-time retention and recognition award to Mr. Hart. Such award had a total cash payment opportunity of $4,000,000, the final $1,000,000 of which vested 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. Hart's role since his promotion in 2020, including his oversight responsibility for airport operations, technical operations and flight operations. |

  235. Narrative to 2024 Summary Compensation Table and Grants of Plan-Based Awards for 2024 Table

    | ● | 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 each of September 22, 2023 and 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. The Transformation Incentive Awards provide for pro-rata vesting in the event of certain qualifying terminations of employment. |

  236. Narrative to 2024 Summary Compensation Table and Grants of Plan-Based Awards for 2024 Table

    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. Hart—$3,500,000; Mr. Enqvist—$2,500,000; and Mr. Nocella—$2,000,000. The PBRSU portion of Mr. Kirby’s Transformation Incentive Award will be settled in shares of 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. Hart, Enqvist and Nocella was granted in the form of a cash performance incentive award.

  237. Narrative to 2024 Summary Compensation Table and Grants of Plan-Based Awards for 2024 Table

    | ● | Prior to his promotion in September 2023, Mr. Leskinen participated in a 2022 subsidiary incentive program which provided for a special bonus on two separate payment dates in 2023 and 2024, with payment contingent upon continued employment with the Company through each applicable vesting date. |

  238. Narrative to 2024 Summary Compensation Table and Grants of Plan-Based Awards for 2024 Table

    | 2025 Proxy Statement | 115 |

  239. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table presents information regarding the outstanding equity awards held by each NEO as of December 31, 2024. In accordance with SEC reporting requirements, if performance through 2024 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 2024 fiscal year. At year-end 2024, (i) the first-third of the 2023 Performance-Based RSUs, the second-third of the 2023 Performance-Based RSUs, the first-third of the 2024 Performance-Based RSUs and the first half of Mr. Leskinen’s 2023 promotional PBRSU award were each estimated at above the target level and therefore are shown at the stretch level (200% of the target opportunity for the 2023 Performance-Based RSUs and Mr. Leskinen’s 2023 promotional PBRSU award and 300% (assuming maximum application of the relative TSR modifier) of the target opportunity for the 2024 Performance-Based RSUs), (ii) the Retention LTI Awards were estimated at above the target level and therefore are shown at the stretch level (133% of the target opportunity), and (iii) 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 Common Stock at the time of vesting.

  240. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 116 | 2025 Proxy Statement |

  241. Outstanding Equity Awards at 2024 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 | - | - | - | - | | | 101,265(2) | 205,600(2) | 110.21 | 12/04/29 | - | - | - | - | | | - | - | - | - | 53,419(3) | 5,186,985(6) | - | - | | | - | - | - | - | 99,122(4) | 9,624,746(6) | - | - | | | - | - | - | - | 151,681(5) | 14,728,225(6) | - | - | | | - | - | - | - | - | - | 198,244(7) | 19,249,492(11) | | | - | - | - | - | - | - | 151,680(8) | 14,728,128(11) | | | - | - | - | - | - | - | 284,675(9) | 27,641,897(11) | | | - | - | - | - | - | - | 87,083(10) | 8,455,759(11) | | Michael Leskinen | - | - | - | - | 1,094(3) | 106,227(6) | - | - | | | - | - | - | - | 1,676(4) | 162,740(6) | - | - | | | - | - | - | - | 12,423(12) | 1,206,273(6) | - | - | | | - | - | - | - | 31,737(5) | 3,081,663(6) | - | - | | | - | - | - | - | - | - | 18,634(13) | 1,809,361(11) | | | - | - | - | - | - | - | 3,350(7) | 325,285(11) | | | - | - | - | - | - | - | 31,737(8) | 3,081,663(11) | | | - | - | - | - | - | - | 71,168(9) | 6,910,442(11) | | Brett Hart | 21,521(14) | - | 77.56 | 6/14/27 | - | - | - | - | | | - | - | - | - | 13,756(3) | 1,335,708(6) | - | - | | | - | - | - | - | 59,944(4) | 5,820,562(6) | - | - | | | - | - | - | - | 93,427(5) | 9,071,762(6) | - | - | | | - | - | - | - | - | - | 119,886(7) | 11,640,931(11) | | | - | - | - | - | - | - | 93,426(8) | 9,071,665(11) | | | - | - | - | - | - | - | 185,038(9) | 17,967,149(11) | | Torbjorn Enqvist | - | - | - | - | 4,487(3) | 435,688(6) | - | - | | | - | - | - | - | 28,209(4) | 2,739,094(6) | - | - | | | - | - | - | - | 43,526(5) | 4,226,375(6) | - | - | | | - | - | - | - | - | - | 56,416(7) | 5,477,994(11) | | | - | - | - | - | - | - | 43,524(8) | 4,226,180(11) | | | - | - | - | - | - | - | 99,636(9) | 9,674,619(11) | | Andrew Nocella | - | - | - | - | 14,023(3) | 1,361,633(6) | - | - | | | - | - | - | - | 24,134(4) | 2,343,411(6) | - | - | | | - | - | - | - | 35,546(5) | 3,451,517(6) | - | - | | | - | - | - | - | 8,546(15) | 829,817(6) | - | - | | | - | - | - | - | - | - | 48,268(7) | 4,686,823(11) | | | - | - | - | - | - | - | 35,544(8) | 3,451,322(11) | | | - | - | - | - | - | - | 85,402(9) | 8,292,530(11) |

  242. Outstanding Equity Awards at 2024 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. |

  243. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) In connection with the CEO transition process, Mr. Kirby received an award in December 2019 of premium-priced stock options (with an exercise price that was set 25% higher than the closing stock price on the date of grant). The options have a ten-year term and vest in accordance with the following schedule: (i) 11% of the options vested on May 20, 2023; (ii) 22% of the options vested on May 20, 2024; (iii) 22% of the options 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. |

  244. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 Proxy Statement | 117 |

  245. Outstanding Equity Awards at 2024 Fiscal Year-End

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

  246. Outstanding Equity Awards at 2024 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. |

  247. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) Represents RSUs granted in 2024 which vested or will vest in one-third increments on February 28, 2025, 2026 and 2027, subject to continued employment through each vesting date or qualifying termination of employment. |

  248. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) The market value shown in the table was calculated based on the number of RSUs held as of December 31, 2024 multiplied by the closing price per share of Common Stock on December 31, 2024 ($97.10). |

  249. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) Represents two-thirds of the 2023 Performance-Based RSU awards assuming that each 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 performance goals established and measured on an annual basis during the January 1, 2023 through December 31, 2025 performance period (and is also subject to the liquidity hurdle), with vesting of both tranches occurring on December 31, 2025, subject to continued employment or qualifying termination of employment. Additional details about goals for the 2023 Performance-Based RSU awards can be found on page 103 of United’s 2024 proxy statement filed with the SEC on April 12, 2024 (for the first one-third) and under the heading “2024 Performance-Based RSUs” in the CD&A (for the second one-third). |

  250. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (8) Represents one-third of the 2024 Performance-Based RSU award assuming that the one-third achieves the “stretch” level of performance (300% of the target opportunity, assuming maximum application of the relative TSR modifier) with respect to the portions of the award with respect to which goals have been established. Vesting of this award is subject to the Committee’s certification of achievement of performance goals established and measured on an annual basis during the January 1, 2024 through December 31, 2026 performance period (and is also subject to the liquidity hurdle), with vesting occurring on December 31, 2026, subject to continued employment or qualifying termination of employment. Additional details about goals for tranche 1 of the 2024 Performance-Based RSU awards can be found under the heading “2024 Performance-Based RSUs” in the CD&A. |

  251. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (9) Represents the Retention LTI Award assuming that the award achieves the “stretch” level of performance (133% of the target opportunity). Each one-third tranche of the Retention LTI Award vests on July 25, 2025, 2026 and 2027, respectively, based on achievement of pre-established financial metrics during each performance period (July 1, 2024 through June 30, 2025 for the first tranche, July 1, 2025 through June 30, 2026 for the second tranche, and July 1, 2026 through June 30, 2027 for the third tranche). |

  252. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (10) 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 performance goals during the January 1, 2023 through June 30, 2025 performance period, subject to his continued employment or qualifying termination of employment. |

  253. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (11) The market value of the unvested Performance-Based RSUs (including the Retention LTI Award) shown in the table was calculated based on the number of unvested PBRSUs as of December 31, 2024 that represent the level of performance as reflected in footnotes 7, 8, 9, 10 and 13 to this table, respectively, multiplied by the closing price per share of Common Stock on December 31, 2024 ($97.10). Subject to achievement of the specified performance conditions, the Performance-Based RSUs (including the Retention LTI Award) will be settled in shares of Common Stock. |

  254. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (12) Represents an RSU award granted to Mr. Leskinen on September 25, 2023 in accordance with his promotion to Executive Vice President and Chief Financial Officer. This award vested or will vest in one-third increments on February 28, 2024, 2025 and 2026, subject to continued employment through each vesting date or qualifying termination of employment. |

  255. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (13) Represents one-half 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 that the one-half 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 this award is subject to the Committee’s certification of achievement of performance goals established and measured on an annual basis during the January 1, 2024 through December 31, 2025 performance period (and is also subject to the liquidity hurdle), with vesting occurring on December 31, 2025, subject to continued employment or qualifying termination of employment. Additional details about goals for the first half of Mr. Leskinen’s 2023 promotional PBRSU award can be found under the heading “2024 Performance-Based RSUs” in the Compensation Discussion and Analysis. |

  256. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (14) Represents a special stock option award granted to Mr. Hart on June 14, 2017. This award is fully vested. |

  257. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (15) Represents a special RSU award granted to Mr. Nocella on February 21, 2020. This award vested 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. |

  258. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 118 | 2025 Proxy Statement |

  259. Option Exercises and Stock Vested for 2024

    Option Exercises and Stock Vested for 2024 The following table presents information regarding the vesting of RSUs and Performance-Based RSUs during 2024. There were no option exercises by the named executive officers during 2024.

  260. Option Exercises and Stock Vested for 2024

    | | Stock Awards | | | | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Name | (#) | ($) | | Scott Kirby | 53,419(1) | 2,391,034(1) | | | 49,561(2) | 2,218,350(2) | | | 195,512(3) | 18,984,215(3) | | Michael Leskinen | 1,093(1) | 48,923(1) | | | 837(2) | 37,464(2) | | | 4,002(3) | 388,594(3) | | | 6,211(4) | 278,004(4) | | Brett Hart | 13,755(1) | 615,674(1) | | | 29,971(2) | 1,341,502(2) | | | 113,642(3) | 11,034,638(3) | | Torbjorn Enqvist | 4,487(1) | 200,838(1) | | | 14,104(2) | 631,295(2) | | | 51,321(3) | 4,983,269(3) | | Andrew Nocella | 14,022(1) | 627,625(1) | | | 12,067(2) | 540,119(2) | | | 51,321(3) | 4,983,269(3) | | | 8,546(5) | 376,451(5) |

  261. Option Exercises and Stock Vested for 2024

    | (1) Represents the vesting on February 28, 2024 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 ($44.76). |

  262. Option Exercises and Stock Vested for 2024

    | (2) Represents the vesting on February 28, 2024 of one-third of the time-vested RSUs granted in 2023 and valued based on the closing price per share of Common Stock on the vesting date ($44.76). |

  263. Option Exercises and Stock Vested for 2024

    | (3) Represents the 2022 Performance-Based RSU awards that vested based on the Company’s achievement with respect to performance goals based on (i) CASM-ex, (ii) United Next goals, and (iii) strategic goals. Pursuant to the terms of the award agreements, the 2022 Performance-Based RSU awards were settled in stock in February 2025 upon certification by the Committee of performance achieved (122% of target). The value realized on vesting as shown in the table is based on the closing price per share of Common Stock at the end of the performance period ($97.10 per share on December 31, 2024). |

  264. Option Exercises and Stock Vested for 2024

    | (4) Represents the vesting on February 28, 2024 of one-third of the time-vested RSUs granted to Mr. Leskinen in September 2023 and valued based on the closing price per share of Common Stock on the vesting date ($44.76). |

  265. Option Exercises and Stock Vested for 2024

    | (5) Represents the vesting on February 21, 2024 of one-third of a special award granted to Mr. Nocella in the form of time-vested RSU awards and valued based on the closing price per share of Common Stock on the vesting date ($44.05). |

  266. Option Exercises and Stock Vested for 2024

    | 2025 Proxy Statement | 119 |

  267. 2024 Pension Benefits Table

    2024 Pension Benefits Table The following table sets forth information as of December 31, 2024 for Mr. Enqvist concerning the present value of his accumulated benefits under the CARP, which was frozen with respect to all management and administrative employees, including officers, as of December 31, 2013.

  268. 2024 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 | 251,555 | - |

  269. 2024 Pension Benefits Table

    | (1) Actual Company service (including Continental service) through December 31, 2013 is shown. |

  270. 2024 Pension Benefits Table

    | (2) The assumptions used to calculate the present value of accumulated benefits under CARP, including those shown in the 2024 Summary Compensation Table, are set forth in the table below. These assumptions are primarily the same as those used for pension plan accounting under FASB ASC Topic 715-20 “Compensation—Retirement Benefits—Defined Benefit Plans—General”, as of each measurement date with three exceptions: pre-retirement mortality; pre-retirement turnover; and the age at which participants are assumed to retire. |

  271. Narrative to Pension Benefits Table

    Narrative to Pension Benefits Table

  272. Narrative to Pension Benefits Table

    | | Measurement Date | | | | Assumption | 12/31/2022 | 12/31/2023 | 12/31/2024 | | Discount Rate and Lump Sum Interest Rate: | | | | | · CARP | 5.26% | 5.08% | 5.74% | | Lump Sum Election | 100% | 100% | 100% | | Pre-retirement Turnover | None | None | None | | Mortality Assumption: | | | | | · Pre-retirement | None | None | None | | · Lump Sum—CARP | 2024 IRS | 2025 IRS | 2025 IRS | | | 417(e) Table | 417(e) Table | 417(e) Table | | | projected with | projected with | projected with | | | mortality | IRS-modified mortality | IRS-modified mortality | | | improvement scale | improvement scale | improvement scale | | | MP-2021 through the | MP-2021 through the | MP-2021 through the | | | year of | year of | year of | | | commencement | commencement | commencement | | Assumed Retirement Age (earliest unreduced age): | | | | | · CARP | Age 65 | Age 65 | Age 65 | | | (or current age if | (or current age if | (or current age if | | | older) | older) | older) |

  273. Narrative to Pension Benefits Table

    CARP. The CARP is a non-contributory, defined benefit pension plan in which substantially all of Continental’s non-pilot domestic employees (including Mr. Enqvist) were entitled to participate. During 2024, the Company did not contribute to the CARP. Effective December 31, 2013, the Company froze benefit accruals under the CARP for all management and administrative employees, including Mr. Enqvist. 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

  274. Narrative to Pension Benefits Table

    | 120 | 2025 Proxy Statement |

  275. Narrative to Pension Benefits Table

    Cash Direct & Cash Match Program. The Company’s decision to freeze the CARP was part of the Company’s efforts to standardize management and administrative employee benefits following the 2010 merger with Continental. The CARP benefit is based on a formula that utilizes final average compensation and service while the participant was an eligible employee of Continental. Compensation used to determine benefits is regular pay, which includes salary deferral elections under broad-based employee programs (such as United’s 401(k) plan), but excludes bonuses, taxable income derived from group term life insurance, payments pursuant to profit sharing plans, and any form of non-cash or incentive compensation. A limit of $170,000 is applied to each year of compensation. Final average compensation is based on the highest five consecutive calendar years of compensation of the ten most recent calendar years of employment. The final average compensation used to calculate the frozen accrued CARP benefit for Mr. Enqvist is $170,000. The benefit under the CARP is calculated as (A) times (B), where:

  276. 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 |

  277. Narrative to Pension Benefits Table

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

  278. Narrative to Pension Benefits Table

    Normal retirement under the CARP is age 65, but a participant is entitled to receive a reduced benefit after attaining either age 55 with 10 years of service or age 50 with 20 years of service. The early retirement benefit is the same as the normal retirement benefit, but actuarially reduced from age 65 to the early retirement age. Mr. Enqvist was eligible for early retirement as of December 31, 2024. 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.

  279. Narrative to Pension Benefits Table

    | 2025 Proxy Statement | 121 |

  280. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control This section quantifies and describes the potential payments and benefits that the NEOs may become entitled to upon termination of employment and/or upon a change in control of the Company, assuming that such event had occurred on December 31, 2024. The types and amounts of these potential payments vary depending on the following circumstances: (i) retirement (only Messrs. Enqvist and Hart were eligible as of December 31, 2024) or resignation without “good reason”; (ii) termination due to death or disability; (iii) involuntary termination without “cause” or voluntary termination for “good reason;” and (iv) a change in control. The terms “cause” and “good reason” are defined under the Executive Severance Plan. The term “change in control” is defined the 2021 Plan. The termination benefits described in this section are as provided under the terms of the Company’s Executive Severance Plan and, as applicable, outstanding incentive compensation awards. A table quantifying the estimated payments and benefits for each of the applicable NEOs is set forth below for each of these scenarios. The narrative descriptions and table below do not describe or quantify payments that already were earned or vested as of December 31, 2024, such as each NEO’s accrued but unpaid base salary, accrued but unpaid 2024 STI award, or vested but unpaid LTI awards.

  281. Potential Payments Upon Termination Table

    Potential Payments Upon Termination Table

  282. Potential Payments Upon Termination Table

    | | | | | | Involuntary | | | | | Resignation | | | Termination | | | | | without Good | | | without Cause | Change in | | | | Reason or | | | or Voluntary | Control With | | | | Retirement | | | Resignation for | Qualifying | | | | (If Eligible) | Death | Disability | Good Reason | Termination | | Name (1) | Type of Payment or Benefit | ($) | ($) | ($) | ($) | ($) | | Scott Kirby | | | | | | | | | Cash Severance | - | - | - | 8,400,000 | 8,400,000 | | | Equity Acceleration(2) | - | 49,397,507 | 49,397,507 | - | 83,772,908 | | | Cash Transformation Incentive Award(3) | - | 3,000,000 | 3,000,000 | - | 3,000,000 | | | Continuation Coverage Benefits(4) | - | - | - | 49,341 | 49,341 | | | Life Insurance Benefit(5) | - | 3,000,000 | - | - | - | | | Outplacement Services(6) | - | - | - | 25,000 | 25,000 | | | Flight Benefits(7) | 128,936 | - | 128,936 | 128,936 | 128,936 | | Michael Leskinen | | | | | | | | | Cash Severance | - | - | - | 3,388,000 | 3,388,000 | | | Equity Acceleration(2) | - | 7,212,821 | 7,212,821 | - | 14,887,760 | | | Continuation Coverage Benefits(4) | - | - | - | 49,399 | 49,399 | | | Life Insurance Benefit(5) | - | 2,310,000 | - | - | - | | | Outplacement Services(6) | - | - | - | 25,000 | 25,000 | | | Flight Benefits(7) | 149,060 | - | 149,060 | 149,060 | 149,060 | | Brett Hart | | | | | | | | | Cash Severance | - | - | - | 5,500,000 | 5,500,000 | | | Equity Acceleration(2) | 16,789,747 | 25,747,902 | 25,747,902 | 16,789,747 | 47,539,675 | | | Cash Transformation Incentive Award(3) | 1,330,000 | 1,750,000 | 1,750,000 | 1,330,000 | 1,750,000 | | | Continuation Coverage Benefits(4) | - | - | - | 89,192 | 89,192 | | | Life Insurance Benefit(5) | - | 3,000,000 | - | - | - | | | Outplacement Services(6) | - | - | - | 25,000 | 25,000 | | | Flight Benefits(7) | 100,161 | - | 100,161 | 100,161 | 100,161 | | Torbjorn Enqvist | | | | | | | | | Cash Severance | - | - | - | 3,960,000 | 3,960,000 | | | Equity Acceleration(2) | 7,725,469 | 11,912,712 | 11,912,712 | 7,725,469 | 23,010,273 | | | Cash Transformation Incentive Award(3) | 950,000 | 1,875,000 | 1,875,000 | 950,000 | 1,875,000 | | | Continuation Coverage Benefits(4) | - | - | - | 50,400 | 50,400 | | | Life Insurance Benefit(5) | - | 2,640,000 | - | - | - | | | Outplacement Services(6) | - | - | - | 25,000 | 25,000 | | | Flight Benefits(7) | 66,378 | - | 66,378 | 66,378 | 66,378 | | Andrew Nocella | | | | | | | | | Cash Severance | - | - | - | 3,557,400 | 3,557,400 | | | Equity Acceleration(2) | - | 14,093,055 | 14,093,055 | - | 21,187,997 | | | Cash Transformation Incentive Award(3) | - | 1,000,000 | 1,000,000 | - | 1,000,000 | | | Continuation Coverage Benefits(4) | - | - | - | 30,749 | 30,749 | | | Life Insurance Benefit(5) | - | 2,425,500 | - | - | - | | | Outplacement Services(6) | - | - | - | 25,000 | 25,000 | | | Flight Benefits(7) | 60,230 | - | 60,230 | 60,230 | 60,230 |

  283. Potential Payments Upon Termination Table

    | (1) The payments and benefits set forth in the table above reflect the estimated payments and benefits assuming the applicable triggering event took place on December 31, 2024. |

  284. Potential Payments Upon Termination Table

    | 2025 Proxy Statement | 127 |

  285. Potential Payments Upon Termination Table

    | (2) The amounts shown in this row reflect the value of outstanding time-vested RSUs and Performance-Based RSUs held by the named executive officers in each of the scenarios listed based on the extent to which the equity award becomes vested as of termination of employment, as described in the narrative above. The value of accelerated vesting of time-vested RSUs and Performance-Based RSUs is based on the closing price per share of Common Stock as of December 31, 2024 ($97.10) and assumes achievement of the target level of performance in all scenarios (though as noted in the narrative description above, in the case of a named executive officer’s resignation without good reason or retirement, accelerated vesting would be subject to actual achievement of underlying performance goals). No value is included for Mr. Kirby’s stock options in the table above because the exercise price for Mr. Kirby’s unvested stock options exceeded the closing price of a share of Common Stock on December 31, 2024. Performance-Based RSUs granted in 2022 are not included in the table above, as those awards became vested per their terms on December 31, 2024, subject to the subsequent performance determination. |

  286. Potential Payments Upon Termination Table

    | (3) The amounts shown in this row reflect the value of the Cash Transformation Incentive Award based on the extent to which the award becomes vested as of termination of employment, as described in the narrative above, and assumes achievement of the target level of performance in all scenarios (though as noted in the narrative description above, in the case of a named executive officer’s resignation without good reason or retirement, accelerated vesting would be subject to actual achievement of underlying performance goals). Such amounts are reduced to reflect that 50% of the Cash Transformation Incentive Awards have already been earned and paid out in the aggregate for Messrs. Enqvist, Hart and Nocella on the interim vesting dates of September 22, 2023 and September 22, 2024. |

  287. Potential Payments Upon Termination Table

    | (4) The amounts shown in this row for “Involuntary Termination without Cause or Voluntary Resignation for Good Reason" and "Change in Control with Qualifying Termination" reflect expected future present values of continued medical, prescription drug and life insurance coverage. Medical and prescription drug insurance coverage was calculated based on 2025 employer gross costs, including employer contributions to the health savings and health reimbursement accounts less employee contributions based on 2025 coverage elections and using a discount rate of 5.70%. The estimates use a health care cost trend related to the medical and prescription drug benefits (including employer and employee contributions) of 7.00% in 2025, grading down to 4.5% in 2035. For Mr. Hart, the amount includes a tax gross-up on the medical and prescription drug benefits pursuant to a historical arrangement with the Company. The value of continued life insurance benefits included in these amounts was calculated using the January 2025 term life insurance cost to the Company of purchasing this coverage. |

  288. Potential Payments Upon Termination Table

    | (5) The amounts shown in this row for "Death" include the value of life insurance benefits paid to each named executive officer's beneficiaries, as described in the narrative above. |

  289. Potential Payments Upon Termination Table

    | (6) The amounts shown in this row reflect the estimated costs of outplacement services based on our current contracted rates and officer position. |

  290. Potential Payments Upon Termination Table

    | (7) The value of lifetime travel privileges included in this row was determined by utilizing the following assumptions: (i) executive and eligible family members and significant others continue to utilize the travel benefit for a period of 20 years following termination; (ii) the level of usage for each year is the same as the actual usage was for the executive and such persons for 2024; and (iii) the incremental cost to the Company for providing travel benefits for each year is the same as the actual incremental cost incurred by the Company for providing travel benefits to the executive and eligible family members and significant others for 2024. Based on these assumptions, the Company determined the value of lifetime travel benefits by calculating the present value of the assumed incremental cost of providing the benefit to the executive and the executive’s eligible family members over a 20-year period using a discount rate of 5.70%. |

  291. Potential Payments Upon Termination Table

    | 128 | 2025 Proxy Statement |

  292. 2024 CEO Pay Ratio

    2024 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, 2024, the estimated median annual total compensation of all employees of the Company (including our consolidated subsidiaries but excluding our CEO) was $89,197 and the 2024 annual total compensation of our CEO, Mr. Kirby, was $33,924,988, as reported in the “Total” column of the 2024 Summary Compensation Table on page 110. Based on the foregoing, the estimated 2024 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 380 to 1. Identifying the Median Employee and Calculating Total Compensation. The CEO pay ratio disclosure rules require companies to identify a median employee only once every three years and to calculate total compensation for that median employee each year, provided that there has not been a significant change to the company’s employee population or employee compensation arrangements. We have determined that, since December 31, 2023 (the date used to identify the 2023 median employee), there have not been any changes in the Company’s employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our 2024 CEO pay ratio disclosure. Therefore, for purposes of our 2024 CEO pay ratio calculation, we have used the median employee identified in 2023 through the process described below. 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.

  293. 2024 CEO Pay Ratio

    | 2025 Proxy Statement | 129 |

  294. Pay Versus Performance

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

  295. Pay Versus Performance

    | Pay Versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | Investment Based On:(4) | | | | | | | | | | Average | | | | | | | | Summary | Summary | | | Summary | Average | | | Net | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | | Peer Group | Income | Absolute | | | Table | Table | Actually | Actually | Table Total | Actually Paid | Total | Total | (Loss) | Adjusted | | | Total for | Total for PEO | Paid to PEO | Paid to PEO | for Non-PEO | to Non-PEO | Shareholder | Shareholder | (in | Earnings (Loss) | | | PEO (Kirby) | (Munoz) | (Kirby) | (Munoz) | NEOs | NEOs | Return | Return | millions) | Per Share | | Year(1) | ($)(2) | ($)(2) | ($)(3) | ($)(3) | ($)(2) | ($)(3) | ($) | ($)(5) | ($) | ($)(6) | | 2024 | 33,924,988 | N/A | 96,724,681 | N/A | 14,012,053 | 30,524,710 | 110.23 | 62.66 | 3,149 | 10.61 | | 2023 | 18,573,299 | N/A | 23,055,816 | N/A | 7,471,150(7) | 8,328,720(7) | 46.84 | 62.69 | 2,618 | 10.05 | | 2022 | 9,796,602 | N/A | 9,915,781 | N/A | 2,942,377 | 3,414,487 | 42.80 | 48.50 | 737 | 2.52 | | 2021 | 9,845,064 | N/A | 11,099,444 | N/A | 3,220,759 | 4,011,244 | 49.70 | 74.47 | (1,964) | (13.94) | | 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) | (27.57) |

  296. Pay Versus Performance

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

  297. Pay Versus Performance

    2024: Scott Kirby served as the Company's PEO for the entirety of 2024 and the Company's other NEOs were: Michael Leskinen, Brett Hart, Torbjorn Enqvist and Andrew Nocella. 2023: Scott Kirby served as the Company's PEO 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.

  298. 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. |

  299. 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. |

  300. 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. |

  301. Pay Versus Performance

    | (5) The TSR Peer Group consists of the NYSE Arca Airline Index, an independently prepared index that includes companies in the airline industry and which is used for the stock performance graph in the Company’s 2024 Annual Report on Form 10-K. |

  302. Pay Versus Performance

    | (6) The Committee selected absolute Adjusted EPS as its Company-Selected Measure, because, in the Company’s assessment, it represents the most important financial performance measure used by the Company to link compensation actually paid to the NEOs for 2024 to Company performance. Adjusted EPS is a measure that is not calculated in accordance with GAAP. Please refer to Appendix A for a definition and a reconciliation of Adjusted EPS to the most directly comparable GAAP financial measure. |

  303. Pay Versus Performance

    | (7) The amounts shown for 2023 for the Average Summary Compensation Table Total for Non-PEO NEOs and Average CAP Paid to Non-PEOs for 2023 have been updated from the amounts reported in the 2023 Pay Versus Performance disclosure to reflect a reduction in Mr. Leskinen’s 2023 compensation of $266,638, representing the portion of his 2023 compensation attributable to the inadvertent inclusion of a portion of his September 2023 promotional PBRSU award, which was not actually granted for purposes of FASB ASC Topic 718 until 2024. |

  304. Pay Versus Performance

    | 130 | 2025 Proxy Statement |

  305. Reconciliation of CAP Adjustments

    | (h) See footnote 1 to the Pay Versus Performance table for a list of the NEOs included in the average for each indicated fiscal year. |