AAL 2019 Proxy Statement

Ratification of Appointment of KPMG LLP (Proposal 2) The Board of Directors has directed that KPMG’s appointment for the fiscal year ending December 31, 2019 be submitted to our stockholders for ratification at the Annual Meeting. KPMG is well qualified to act as our independent registered public accounting firm and has a deep understanding of our operations and accounting practices. The Audit Committee considered the qualifications, performance, and independence of KPMG, the quality of its discussions with KPMG, and the fees charged by KPMG for the level and quality of services provided during 2018, and determined that the reappointment of KPMG is in the best interest of the Company and stockholders. Approval of Executive Compensation (Proposal 3) Our CEO and other executive officers have demonstrated their commitment to fair pay and pay for performance. Our executives’ compensation is heavily weighted towards variable cash and long-term equity incentives, linking our executives’ pay opportunity to the execution of Company strategies and enhancing the interests of our stockholders. We are committed to effective compensation governance, as demonstrated by the following compensation policies and practices:

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 100% performance-based and 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 of our Stock or Pledging our stock as collateral for loans. ✕ No Excise Tax Gross-Ups to cover excise taxes in connection with a change in control.

✓ Stock Ownership Guidelines that 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. ✓ 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 total compensation targets and potential payouts. ✓ Clawback Policy for all cash and equity incentive compensation paid to our executive officers. ✓ At-Will Employment . None of our executive officers has an employment agreement. ✓ 100% Equity Compensation paid to our Chief Executive Officer to maximize alignment with stockholder interests.

Stockholder Proposal to Provide a Report on Political Contributions and Expenditures (Proposal 4) This proxy season, the Company received a stockholder proposal for consideration at the Annual Meeting requesting that the Company provide a report disclosing the Company’s political contributions and expenditures. The Board has considered this proposal and concluded that its adoption is unnecessary in light of the Company’s existing disclosure regarding political contributions and not in the best interests of our stockholders.

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2019 Proxy Statement |