AAL 2019 Proxy Statement

Outstanding Equity Awards at 2018 Fiscal Year-End The following table provides information regarding all outstanding equity awards held by each of our named executive officers as of December 31, 2018.

Option/Stock Appreciation Awards

Stock Awards

Market or Payout Value of Unearned Shares, Units, or Other Rights

Market Value of Shares or Units of Stock That Have Not Vested ($) (g)

Number of Unearned Shares, Units, or Other Rights

Number of Securities Underlying Unexercised Options Exercisable (#)

Number of Securities Underlying Unexercised Options Unexercisable (#)

Number of Shares or Units of Stock That Have Not Vested (#)

Option Exercise Price ($)

Option Expiration Date

That Have Not Vested (#)

That Have Not Vested ($) (g) 3,912,411 4,214,887 3,349,940 1,598,661 1,722,284

Name

Doug Parker

294,748

-

7.62 4/11/2019 103,793 (a) 3,332,793 121,844 (d)

37,272 (b) 1,196,804 131,264 (e)

104,327 (f)

Robert Isom

-

-

-

-

49,787 (a) 1,598,661 49,787 (d)

17,880 (b) 13,088 (c)

574,127 53,637 (e)

420,256

871,305 847,929 913,497 726,103 847,929 913,497 726,103 847,929 913,497 726,103

27,135 (f)

Derek Kerr

-

-

-

-

26,407 (a) 9,484 (b)

847,929 26,407 (d) 304,531 28,449 (e)

22,613 (f)

Steve Johnson

117,287

-

7.62 4/11/2019 26,407 (a)

847,929 26,407 (d) 304,531 28,449 (e)

9,484 (b)

22,613 (f)

Maya Leibman

-

-

-

-

26,407 (a) 9,484 (b)

847,929 26,407 (d) 304,531 28,449 (e)

22,613 (f)

(a) Two-thirds of the RSUs vested on February 20, 2019 and, subject to continued employment, one-third will vest on February 20, 2020. (b) 100% of the RSUs vested on April 25, 2019. (c) Subject to continued employment, 100% will vest on October 18, 2019. (d) Represents RSUs that will vest, subject to continued employment, on February 20, 2021 based on the Company’s achievement of (i) a pre-tax income margin for the three years ending December 31, 2020 relative to the pre-tax income margin over the same period for a pre-defined group of airlines and (ii) compound annual total stockholder return for the three years ending on February 20, 2021 relative to the compound annual total stockholder return over the same period for a pre-defined group of airlines. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 50% and 200% depending on the Company’s relative performance, and no shares will be issued if threshold performance is not achieved. Because such RSUs were tracking at between threshold and target performance as of December 31, 2018, in accordance with SEC rules, the target number of RSUs is shown. (e) Represents RSUs that will vest, subject to continued employment, on April 25, 2020 based on the Company’s achievement of (i) a pre-tax income margin for the three years ending December 31, 2019 relative to the pre-tax income margin over the same period for a pre-defined group of airlines and (ii) compound annual total stockholder return for the three years ending on April 25, 2020 relative to the compound annual total stockholder return over the same period for a pre-defined group of airlines. The number of shares that will be issued with respect to the performance-vesting RSUs varies between 50% and 200% depending on the Company’s relative performance, and no shares will be issued if threshold performance is not achieved. Because such RSUs were tracking at between threshold and target performance as of December 31, 2018, in accordance with SEC rules, the target number of RSUs is shown. (f) Represents performance-vesting RSUs granted in 2016 and with respect to which performance conditions were achieved and certified to by the Compensation Committee on April 17, 2019, based on the Company’s achievement of a pre-tax income margin for the three years ending December 31, 2018 relative to the pre-tax income margin over the same period for a pre-defined group of airlines. Based on our achievement of 72.5% pre-tax income relative to this peer group, 0.725 shares of common stock were eligible to vest in respect of each RSU. (g) The market value of RSUs was calculated by multiplying $32.11, the closing price of a share of our Common Stock on December 31, 2018, by the number of unvested RSUs outstanding under the award.

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2019 Proxy Statement |