AAL 2019 Proxy Statement

We Are Committed to Effective Compensation Governance We are committed to good compensation governance and have adopted compensation policies and practices in furtherance of our commitment, including the following:

What We Do

What We Do NOT Do

✕ No Severance or Change in Control Agreements . None of our executive officers has a severance or change in control agreement. ✕ No Excessive Perquisites. Perquisites and other personal benefits are not a significant portion of any executive officer’s compensation and are in line with industry standards. ✕ No Guaranteed Bonuses . Our executive officers’ bonuses are performance-based and 100% at risk. ✕ No Payouts of Dividends accrued on unvested awards unless and until the award’s vesting conditions are satisfied. ✕ No Active Executive Retirement Plans . We do not maintain any active executive-only or supplemental retirement plans. ✕ No Hedging or Pledging . We prohibit our executive officers from engaging in hedging transactions or using our stock as collateral for loans. ✕ No Excise Tax Gross-Ups . We do not provide any executive officer with any tax gross-ups to cover excise taxes in connection with a change in control.

✓ Stock Ownership Guidelines that further align our executive officers’ long-term interests with those of our stockholders. ✓ Independent Compensation Consultant that is directly engaged by the Compensation Committee to advise on executive and director compensation matters. ✓ Annual Compensation Risk Assessment to identify any elements of our compensation program design or oversight processes that carry elevated levels of adverse risk to the Company. ✓ Equity Award Grant Policy that establishes objective, standardized criteria for the timing of equity awards granted to our team members. ✓ Tally Sheet Review . We conduct a comprehensive overview of all compensation, including an overview of total compensation targets and potential payouts. ✓ Clawback Policy for all cash and equity incentive compensation paid to our executive officers. ✓ At-Will Employment . Our executive officers are all at-will employees and none of our executive officers has an employment agreement. ✓ 100% Equity Compensation paid to our Chief Executive Officer to maximize alignment with stockholder interests.

2018 Compensation Objectives and Programs The philosophy underlying our overall executive compensation program is to provide an attractive, flexible and market- based total compensation program that is both tied to our performance and aligned with the interests of our stockholders. We intend for our compensation programs to motivate the management team to maximize stockholder value over time without creating unnecessary or excessive risk-taking that would have an adverse effect on stockholder value and potentially detract from our ability to reach long term sustainable levels of income and profitability. We believe the current structure of our executive compensation program has been effective at retention of key talent and rewarding the achievement of corporate and individual goals. As we move away from merger integration and toward meeting our performance objectives, our programs are structured to emphasize pay for performance with a focus on sustainable profitability and investor returns. The 2018 executive compensation program continued to emphasize variable compensation in the form of short-term cash incentives and long-term equity incentives. For 2018, the Compensation Committee set total target direct compensation at 2.8% higher than 2017 levels for our named executive officers, consistent with our budgeted increase for the general management population.

43

2019 Proxy Statement |