AAL 2019 Proxy Statement

Estimated Potential Payments The estimated amounts of the respective benefits for each of our named executive officers, assuming the triggering event occurred on December 31, 2018, are provided in the table below. The table below reflects the termination and/or change in control benefits payable to each named executive officer under general plans in which he or she participates, as well as certain accelerated vesting of RSUs, as described below.

Change in Control ($)

Any Other Termination ($)

Executive Benefits and Payments Upon Termination Doug Parker Acceleration of Unvested RSUs (a)

Death ($)

Disability ($)

17,279,611 17,279,611 17,279,611 3,632,000 (b)

Flight Privileges (c)

-

564,768 653,444 653,444

Total

17,279,611 17,844,379 17,933,055 4,285,444

Robert Isom Annual Incentive Award (d)

-

649,686 649,686

- -

Acceleration of Unvested RSUs (a)

7,116,347 7,116,347 7,116,347

Flight Privileges (c)

-

205,588 276,017 276,017

Total

7,116,347 7,971,621 8,042,050 276,017

Derek Kerr Annual Incentive Award (d)

-

402,445 402,445

- -

Acceleration of Unvested RSUs (a)

3,915,879 3,915,879 3,915,879

Flight Privileges (c)

-

120,089 166,591 166,591

Total

3,915,879 4,438,413 4,484,915 166,591

Steve Johnson Annual Incentive Award (d)

-

402,445 402,445

- -

Acceleration of Unvested RSUs (a)

3,915,879 3,915,879 3,915,879

Flight Privileges (c)

-

236,683 336,940 336,940

Total

3,915,879 4,555,007 4,655,264 336,940

Maya Leibman Annual Incentive Award (d)

-

402,445 402,445

- -

Acceleration of Unvested RSUs (a)

3,915,879 3,915,879 3,915,879

Flight Privileges (c)

-

183,988 244,544 244,544

Total

3,915,879 4,502,312 4,562,868 244,544

(a) Aggregate value of unvested RSUs is calculated at a price of $32.11, the closing price of a share of our Common Stock on December 31, 2018, multiplied by the number of unvested RSUs outstanding under each award. (b) Represents the vesting of the portion of Mr. Parker’s RSU awards that accounts for the value of Mr. Parker’s base salary and cash incentive award that otherwise would have been earned by him through the termination date. (c) Based on the terms of the non-revenue travel policy for executive officers currently in effect. Reflects the present value of future travel calculated using a discount rate of 4.3% and RP-2014 Employee Table, without collar or quartile adjustments, decreased by 3.5% at all ages, adjusted to 2012 using Scale MP-2014, and then projected generationally from 2012 with Scale MP-2018, and assumes a 1% annual increase in the cost of travel. (d) Amount represents the amount of the annual incentive award earned by the named executive officer under the 2018 STIP. 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 Mr. Parker, our CEO. The Company’s employment footprint is quite diverse—with some positions requiring initial education and licensing requirements as well as ongoing certification work. Compensation for positions with more rigorous requirements for continued employment and that draw from smaller applicant pools generally utilize higher pay bands than those positions with fewer educational and training requirements and larger applicant pools. For 2018, the median annual total compensation of all team members across American (other than our CEO) was $61,527, while the annual total compensation of our CEO was $11,999,517, as included in the “Summary Compensation Table” above. Based on this information, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was estimated to be 195 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

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2019 Proxy Statement |