AAL 2019 Proxy Statement

First page Table of contents Next page Last page

Letter to Our Stockholders	3
Notice of Annual Meeting	5
Proxy Statement Summary	7
Table of Contents	11
The Meeting	13
Purpose, Date and Time	13
Record Date; Stockholders Entitled to Vote	13
Virtual Stockholder Meeting	13
Quorum	14
Vote Required to Approve Each Proposal	14
How to Vote Your Shares	15
Revoking or Changing Your Vote	15
Authority of Proxies	16
Solicitation of Votes	16
Inspector of Election	16
Notice Regarding Internet Availability of Proxy Materials	16
Electronic Delivery of Proxy Materials	16
Householding of Proxy Materials	16
Proposal 1 - Election of Directors	18
Election of Directors	18
Director Nominees	19
Board Composition	25
How We Build a Board That is Right for American Airlines	25
Board Diversity and Tenure	25
Stockholder Recommendations or Nominations of Director Candidates	26
Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm	27
Ratification of Independent Registered Public Accounting Firm	27
Independent Registered Public Accounting Firm Fees	27
Policy on Audit Committee Pre-Approval	28
Proposal 3-Advisory Vote to Approve Executive Compensation (Say-on-pay)	29
Proposal 4 - Stockholder Proposal to Provide a Report on Political Contributions and Expenditures	31
Stockholder Proposal	31
Board of Directors Statement in Opposition	32
Security Ownership of Certain Beneficial Owners and Management	34
Information About the Board of Directors and Corporate Governance	37
Governance Overview	37
Board Leadership and Structure	37
Director Independence	38
Board Diversity and Tenure	39
Board Self-Evaluation	40
Board Meetings	40
Committees	40
Board Role in Risk Oversight	43
Risk Assessment with Respect to Compensation Practices	43
Annual Meeting Attendance	44
Director Continuing Education	44
Communications with the Board of Directors and Non-Management Directors	45
Sustaining our Business	45
Codes of Ethics	46
Public Policy Advocacy and Political Contributions	46
Director Compensation	47
Director Compensation	48
Legacy Director Compensation Programs	48
Stock Ownership Guidelines	49
Certain Relationships and Related Party Transactions	50
Certain Relationships and Related Party Transactions	50
Policies and Procedures For Review and Approval of Related Person Transactions	50
Report of The Audit Committee of The Board of Directors	51
Compensation Discussion and Analysis	52
Overview	52
Summary	52
2018 Compensation Objectives and Programs	55
Stockholder Approval of 2018 Executive Compensation	56
Determination of Executive Compensation	56
Executive Compensation Mix with an Emphasis on Performance-Based Pay	57
Base Salary	57
Annual Cash Incentive Program	57
Long-Term Incentive Programs	58
Change in Control and Severance Benefits	60
Other Benefits and Perquisites	61
Continuing Focus on Leading Practices	62
Compensation Committee Report	64
Executive Officers	65
Executive Compensation	67
Summary Compensation Table	67
Grants of Plan-Based Awards in 2018	69
Outstanding Equity Awards at 2018 Fiscal Year-End	70
Options Exercised and Stock Vested	71
Pension Benefits	71
Non-Qualified Deferred Compensation	72
Potential Payments Upon Termination or Change in Control	73
Estimated Potential Payments	74
CEO Pay Ratio	74
Equity Compensation Plan Information	76
Section 16(a) Beneficial Ownership Reporting Compliance	77
Other Matters	78
Stockholder Proposals	78
Annual Report and Available Information	78

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