AAL 2019 Proxy Statement

PROXY STATEMENT

TABLE OF CONTENTS Proxy Statement Summary

Communications with the Board of Directors and Non-Management Directors

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33 33

The Meeting

1 1 1 1 2 2 3 3 4 4 4 4 4 4 6 6 7

Sustaining our Business

Purpose, Date and Time

Codes of Ethics 34 Public Policy Advocacy and Political Contributions 34 Director Compensation 35 Director Compensation 36 Legacy Director Compensation Programs 36 Stock Ownership Guidelines 37 Certain Relationships and Related Party Transactions 38 Certain Relationships and Related Party Transactions 38 Policies and Procedures For Review and Approval of Related Person Transactions 38 Report of The Audit Committee of The Board of Directors 39 Compensation Discussion and Analysis 40 Overview 40 Summary 40 2018 Compensation Objectives and Programs 43 Stockholder Approval of 2018 Executive Compensation 44 Determination of Executive Compensation 44 Executive Compensation Mix with an Emphasis on Performance-Based Pay 45 Base Salary 45 Annual Cash Incentive Program 45 Long-Term Incentive Programs 46 Change in Control and Severance Benefits 48 Other Benefits and Perquisites 49 Continuing Focus on Leading Practices 50 Compensation Committee Report 52 Executive Officers 53 Executive Compensation 55 Summary Compensation Table 55 Grants of Plan-Based Awards in 2018 57 Outstanding Equity Awards at 2018 Fiscal Year-End 58 Options Exercised and Stock Vested 59 Pension Benefits 59 Non-Qualified Deferred Compensation 60 Potential Payments Upon Termination or Change in Control 61 Estimated Potential Payments 62 CEO Pay Ratio 62 Equity Compensation Plan Information 64 Section 16(a) Beneficial Ownership Reporting Compliance 65 Other Matters 66 Stockholder Proposals 66 Annual Report and Available Information 66

Record Date; Stockholders Entitled to Vote

Virtual Stockholder Meeting

Quorum

Vote Required to Approve Each Proposal

How to Vote Your Shares

Revoking or Changing Your Vote

Authority of Proxies Solicitation of Votes Inspector of Election

Notice Regarding Internet Availability of Proxy Materials

Electronic Delivery of Proxy Materials Householding of Proxy Materials

Proposal 1—Election of Directors

Election of Directors Director Nominees

Board Composition

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How We Build a Board That is Right for American Airlines 13 Stockholder Recommendations or Nominations of Director Candidates 14 Proposal 2—Ratification of Appointment of Independent Registered Public Accounting Firm 15 Ratification of Independent Registered Public Accounting Firm 15 Independent Registered Public Accounting Firm Fees 15 Policy on Audit Committee Pre-Approval 16 13 Board Diversity and Tenure

Proposal 3—Advisory Vote to Approve Executive Compensation (Say-on-pay)

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Proposal 4—Stockholder Proposal to Provide a Report on Political Contributions and Expenditures

19 19 20

Stockholder Proposal

Board of Directors Statement in Opposition

Security Ownership of Certain Beneficial Owners and Management Information About the Board of Directors and Corporate Governance

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25 25 25 26 27 28 28 28 31 31 32 32

Governance Overview

Board Leadership and Structure Director Independence Board Diversity and Tenure

Board Self-Evaluation

Board Meetings

Committees

Board Role in Risk Oversight

Risk Assessment with Respect to Compensation Practices

Annual Meeting Attendance Director Continuing Education

2019 Proxy Statement |