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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

 

United Continental Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

 

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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

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LOGO

April 11, 2019

Dear Stockholder:

          On behalf of our Board of Directors, we are pleased to invite you to the 2019 Annual Meeting of Stockholders (the "Annual Meeting") of United Continental Holdings, Inc. (the "Company") to be held on May 22, 2019. A notice of the Annual Meeting and proxy statement follows. Please read the enclosed information and our 2018 Annual Report carefully before voting your proxy.

          This year, we will take advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders on the Internet. We believe that these rules allow us to provide our stockholders with the information they need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. The Notice of Internet Availability of Proxy Materials includes instructions for accessing our proxy materials and voting over the Internet and also includes instructions for requesting a paper copy of the proxy materials and proxy card.

          Your vote is important. Even if you plan to attend the Annual Meeting in person, please authorize your proxy or direct your vote by following the instructions on each of your voting options described in the proxy statement. You may vote your shares by Internet, telephone or mail pursuant to the instructions included on the proxy card or voting instruction card. We encourage you to use the first option and vote by Internet.

          Thank you for your continued support of United. We look forward to seeing you at the Annual Meeting.

    Sincerely,

 

 

SIG

 

 

Oscar Munoz
Chief Executive Officer

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LOGO

Notice of 2019 Annual Meeting of Stockholders

Date and Time

Wednesday, May 22, 2019
9:00 a.m., Central Time

Location

Willis Tower
233 South Wacker Drive
Chicago, Illinois 60606

Record Date

April 1, 2019

At the meeting, stockholders will be asked to:

1

  Elect the directors named in this proxy statement.


2


 

Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2019.


3


 

Consider an advisory vote to approve the compensation of the Company's named executive officers.


4


 

Act on two stockholder proposals, if properly presented before the meeting.


5


 

Act on any other matters that may be properly brought before the meeting.

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Jennifer L. Kraft
Vice President and Secretary

Chicago, Illinois
April 11, 2019

Proxy Voting

Even if you plan to attend the Annual Meeting in person, please authorize your proxy or direct your vote as promptly as possible. You may vote your shares by Internet, telephone or mail pursuant to the instructions included on the proxy card or voting instruction card. The Notice of Internet Availability of Proxy Materials includes instructions for voting over the Internet and requesting a paper copy of the proxy materials and proxy card. If you attend the Annual Meeting in person and want to revoke your proxy, you may do so as described in the attached proxy statement and vote in person on all matters properly brought before the Annual Meeting.

You can find detailed information about voting in the section entitled "General Information About the Annual Meeting" in the attached proxy statement.

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Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 22, 2019. The Company's Notice of Annual Meeting, Proxy Statement and 2018 Annual Report to Stockholders are available on the Internet at www.envisonreports.com/ual.


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Table of Contents

    Page  

Proxy Statement Summary

    1  

Proposal No. 1: Election of Directors

    5  

Director Qualifications

    5  

Directors to be Elected by the Holders of Common Stock

    6  

Directors to be Elected by the Holders of Other Classes of Stock

    12  

Corporate Governance

    14  

Corporate Governance Guidelines

    14  

Bylaws, Committee Charters and Other Policies

    15  

Director Independence

    16  

Majority Voting; Resignation Policy

    17  

Board Meetings

    17  

Executive Sessions of Non-Management Directors

    17  

Board Leadership Structure

    18  

Board Oversight of Risk Management

    18  

Communications with the Board

    19  

Code of Ethics and Business Conduct

    20  

Environmental Sustainability

    20  

Community Engagement

    21  

Nominations for Directors

    22  

Committees of the Board

    24  

Compensation Committee Interlocks and Insider Participation

    27  

Certain Relationships and Related Transactions

    28  

Beneficial Ownership of Securities

    30  

Certain Beneficial Owners

    30  

Directors and Executive Officers

    32  

Section 16(a) Beneficial Ownership Reporting Compliance

    33  

Equity Compensation Plan Information

    33  

Executive Compensation

    35  

Compensation Discussion and Analysis

    35  

Executive Summary

    36  

Tight Linkage between Performance and Executive Pay

    39  

Our 2018 Executive Compensation Governance Practices

    41  

Philosophy and Objectives of Our 2018 Executive Compensation Program

    42  

Compensation Process and Oversight

    44  

2018 Compensation Components

    46  

Preview of 2019 Incentive Compensation Design

    54  

Other Compensation Components

    54  

Other Executive Compensation Matters

    55  

Compensation Committee Report

    56  

2018 Summary Compensation Table

    57  

Grants of Plan-Based Awards for 2018

    60  

Narrative to 2018 Summary Compensation Table and Grants of Plan-Based Awards for 2018 Table

    61  

    Page  

Outstanding Equity Awards at 2018 Fiscal Year-End

    63  

Option Exercises and Stock Vested for 2018

    65  

2018 Pension Benefits Table

    67  

Narrative to Pension Benefits Table

    68  

Potential Payments upon Termination or Change in Control

    70  

2018 CEO Pay Ratio

    79  

2018 Director Compensation

    81  

Cash Retainers for Board and Committee Service

    82  

Equity Compensation

    83  

Non-Executive Chairman Compensation

    83  

Director Compensation Deferral Under the DEIP

    84  

Stock Ownership Guidelines

    84  

Travel Benefits

    84  

Charitable Contributions

    84  

Audit Committee Report

    85  

Proposal No. 2: Ratification of the Appointment of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019

    87  

Independent Registered Public Accountants

    87  

Audit Committee Pre-Approval Policy and Procedures

    87  

Independent Registered Public Accounting Firm Fees

    88  

Ratification of the Appointment of the Independent Registered Public Accounting Firm

    88  

Proposal No. 3: Advisory Vote to Approve the Compensation of the Company's Named Executive Officers

    90  

Proposal No. 4: Stockholder Proposal Regarding the Limitation on Renomination of Proxy Access Nominees

    93  

Statement in Opposition to Stockholder Proposal

    94  

Proposal No. 5: Stockholder Proposal Regarding a Report on Lobbying Spending

    96  

Statement in Opposition to Stockholder Proposal

    97  

General Information About the Annual Meeting

    99  

Submission of Stockholder Proposals for the 2020 Annual Meeting

    105  

Householding

    105  

Annual Report

    105  

Other Business

    106  

Appendix A: Reconciliation of GAAP to Non-GAAP Financial Measures

    A-1  

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Proxy Statement Summary

This summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read this proxy statement and our 2018 Annual Report carefully before voting. This proxy statement and the accompanying proxy card are being made available to you on approximately April 11, 2019.

2019 Annual Meeting of Stockholders Information

Date and Time:   Wednesday, May 22, 2019, at 9:00 a.m., Central Time

Location:

 

Willis Tower, 233 South Wacker Drive, Chicago, Illinois 60606

Record Date:

 

April 1, 2019

Voting Matters

Proposals
Board
Recommendation


Page Number for
Additional
Information
     
1.   Election of directors named in this proxy statement   FOR each of the nominees   5
     
2.   Ratification of the appointment of the independent registered public accounting firm for 2019   FOR   87
     
3.   Advisory vote to approve the compensation of the Company's named executive officers   FOR   90
     
4.   Stockholder proposal regarding the limitation on renomination of proxy access nominees   AGAINST   93
     
5.   Stockholder proposal regarding a report on lobbying spending   AGAINST   96
     

2018 Company Highlights

2018 was a great year for our Company and the pursuit of our shared purpose of "Connecting People. Uniting the World." We completed the first year of our multi-year growth strategy, increasing available seat miles 4.9% compared to 2017. Even as we were growing, we were able to control our costs and deliver strong financial results. We also focused on providing a positive travel experience for our customers throughout their journey on United and introduced our core4 service decision framework, which is focused on the principles of Safe, Caring, Dependable and Efficient, to align our employees to a broad spirit of service and provide them with the tools and support they need to provide our customers with the best

 

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possible travel experience. Finally, in 2018, we continued to deliver strong operational performance, delivering our second-best on-time departure performance in Company history.(1)

Achieved 2018 pre-tax income of $2.66 billion, with pre-tax margin of 6.4%

 

Introduced and trained over 90,000 team members on the core4

 

Set new Company records by flying our highest number of revenue passengers, operating the most mainline departures and achieving the fewest cancellations in a year(1)


Achieved 2018 adjusted pre-tax income(2) of $3.18 billion, with an adjusted pre-tax margin(2) of 7.7%

 


Announced plans to bring the Company's 26,000 flight attendants to Chicago for a series of hands-on, interactive sessions and workshops focused on caring customer service

 


Introduced 93 new routes across the United States, including 15 international routes


Repurchased approximately 17.5 million shares of common stock for approximately $1.2 billion

 


Recognized by the Disability Equality Index for our disability inclusion policies and practices and the National LGBT Chamber of Commerce and National Business Inclusion Consortium for our commitment to diversity and inclusion across all communities

 


Expanded personal device entertainment options to provide at least one free entertainment option on all Wi-Fi equipped aircraft


Announced a pledge to reduce the Company's greenhouse gas emissions by 50 percent relative to 2005 levels by the year 2050

 


MileagePlus loyalty program voted Best Overall Frequent-Flyer Program in the world for the 15th consecutive year by readers of Global Traveler, and voted Favorite Frequent-Flyer Program in the Trazee Awards

 


Opened three new United Polaris lounges located in San Francisco International Airport, Newark Liberty International Airport and Houston's George Bush Intercontinental Airport


(1)
Company history defined as post-2010 merger; Company records measured from 2010 merger.

(2)
Adjusted pre-tax income and adjusted pre-tax margin exclude special charges, the mark-to-market impact of financial instruments and imputed interest on certain capitalized leases. See Appendix A for reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures.

Corporate Governance Highlights

Highlights of our corporate governance practices include:

Corporate Governance (See "Corporate Governance" on page 14)

    Directors are elected annually

    The Company has an independent Board Chairman
    If the Chairman of the Board is not an independent director, the Board will appoint a lead independent director

    Majority voting standard for directors in uncontested elections

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    The bylaws grant eligible stockholders the right to include stockholder nominees to the Board in the Company's proxy materials (proxy access)

    Stockholders have the right to call a special meeting

    The Company does not have a stockholder rights plan

    No supermajority provisions in charter or bylaws

    Members of the Company's Board and its executive officers are not permitted to hedge our securities or to pledge our securities as collateral for a loan

    Annual Board and committee evaluations

Executive Compensation Governance (See "Executive Compensation" on page 35)

    Emphasize pay-for-performance alignment

    Majority of total compensation based on performance

    Independent compensation consultant

    Enhanced compensation claw-back policy

    Stock ownership requirements for executive officers

    Annual say-on-pay vote

Environmental Sustainability and Community Engagement

United is committed to building a sustainable future and supporting the communities in which we operate. For additional information, see "Corporate Governance—Environmental Sustainability" on page 20 and "Corporate Governance—Community Engagement" on page 21.

Director Nominee Skills and Experience Highlights

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Director Nominee Key Attributes

Tenure   Age   Diversity        

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10 of 13 Director Nominees are independent
(including 10 of 11 to be elected by holders of our Common Stock)

 

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Our Director Nominees (See "Proposal No. 1: Election of Directors" on page 5)


Director


Age



Director
Since




Principal
Occupation




Other
Current
Public
Boards






Independent



Current
Committee
Membership
Directors to be Elected by the Holders of Common Stock    
              
Carolyn Corvi 67 2010 Former VP and General Manager, The Boeing Company 2

Audit

Executive

Finance (Chair)

              
Jane C. Garvey 75 2009 Chairman, Meridiam, North America 0

Chairman of Board

Executive (Chair)

Nominating/Governance

Public Responsibility

              
Barney Harford 47 2016 Chief Operating Officer, Uber Technologies, Inc. 0

Audit

Nominating/Governance

Public Responsibility

              
Michele J. Hooper 67 2018 President and CEO, The Directors' Council 2

Audit

Compensation

Nominating/Governance

              
Walter Isaacson 66 2006 Advisory Partner, Perella Weinberg Partners; former President and CEO, The Aspen Institute 0

Executive

Nominating/Governance

Public Responsibility (Chair)

              
James A. C. Kennedy 65 2016 Former President and CEO, T. Rowe Price Group, Inc. 0

Compensation (Chair)

Executive

Finance

              
Oscar Munoz 60 2010 CEO, United Continental Holdings, Inc. 0 CEO

Executive

Finance

              
Edward M. Philip 53 2016 Former COO, Partners in Health 2

Audit

Executive

Nominating/Governance (Chair)

              
Edward L. Shapiro 54 2016 Former Managing Partner, PAR Capital Management, Inc. 1

Compensation

Finance

Public Responsibility

              
David J. Vitale 72 2006 Former Chairman, Urban Partnership Bank 0

Audit (Chair)

Executive

Finance

              
James M. Whitehurst 51 2016 President and CEO, Red Hat, Inc. 2

Compensation

Finance

Nominating/Governance


Directors to be Elected by the Holders of Other Classes of Stock


 


 
              
Todd M. Insler 50 2016 Master Executive Council Chairman, United Airline Pilots Master Executive Council of ALPA 0

Public Responsibility

              
Sito J. Pantoja 62 2016 General Vice President, IAM Transportation Department 0

Public Responsibility

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2019 Proxy Statement

 

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Proposal No. 1:    Election of Directors

          The Nominating/Governance Committee has recommended to the board of directors (the "Board") of United Continental Holdings, Inc. (the "Company," "United," "we," "our" or "us"), and the Board has nominated, the individuals named below for election as directors at the 2019 Annual Meeting of Stockholders (the "Annual Meeting") to hold office until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, resignation or removal. Each of the nominees currently serves as a director of the Company. There is no family relationship between any of the nominees or between any nominee and any executive officer of the Company.

          William R. Nuti will not stand for reelection to the Board at the Annual Meeting and will retire from the Board at the end of his current term as director. The Company thanks Mr. Nuti for his service on the Board. Following the Annual Meeting, the size of the Board will be reduced from 14 directors to 13 directors. As further detailed below, at the Annual Meeting, 11 directors are nominated for election by the holders of our common stock, $0.01 par value per share ("Common Stock"), and two directors will be elected by the holders of our other classes of stock.

          In accordance with the Company's Corporate Governance Guidelines, the Audit Committee of the Board has granted a waiver of the retirement age policy for Jane C. Garvey, currently age 75, and has approved her nomination for election at the Annual Meeting.

          Shares represented by properly executed proxy cards will be voted, except where directed otherwise, FOR the election of each of the 11 nominees to be elected by the holders of our Common Stock. In the event that any nominee is unable to serve or for good cause will not serve, such shares will be voted FOR the election of such substitute nominee as the Board may propose. Each of the nominees has agreed to serve if elected, and management has no reason to believe that any of the nominees will be unable to serve.

          THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES NAMED BELOW, WHICH IS DESIGNATED AS PROPOSAL NO. 1.

Director Qualifications

          Set forth on the following pages is biographical and other information about each nominee for election as a director. This information includes, but is not limited to, the business experience and directorships on the boards of public companies and registered investment companies held by each nominee during at least the past five years. This information also includes a discussion of the specific experience, qualifications, attributes and skills of each nominee that led to the Board's determination that such nominee is qualified and should serve as a director.

          In addition to the information presented below regarding each nominee's specific experience, qualifications, attributes and skills, the Board believes that all of the nominees have demonstrated certain common attributes that the Board would generally expect any director nominee to possess. Those common attributes include an appropriate level of business, government or professional acumen, the capacity for strategic and critical thinking, leadership capabilities, a reputation for integrity and ethical conduct, and an ability to work collaboratively. Please see "Corporate Governance—Nominations for Directors" below for further discussion of the criteria considered by the Nominating/Governance Committee when identifying director nominees.

 

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Directors to be Elected by the Holders of Common Stock

          Eleven directors are to be elected by the holders of Common Stock. Each current director has served continuously since the date of his or her appointment.

Carolyn Corvi

PHOTO

  
Independent
  
Age: 67
  
Director Since: 2010
  
Committees: Audit, Executive and Finance (Chair)
  Select Business Experience:

Vice President and General Manager, Airplane Programs, Commercial Airplanes of Boeing Commercial Airplanes (commercial jet aircraft segment) of The Boeing Company ("Boeing") (2005-2008)

Various other positions with Boeing for 34 years, including Vice President and General Manager of 737/757 Programs, Vice President of Aircraft Systems and Interiors, Vice President of the Propulsion Systems Division, Director of Quality Assurance for the Fabrication Division and Director of Program Management for 737/757 Programs

Current Public Company Directorships:

Allegheny Technologies Incorporated (2012-present)

Hyster-Yale Materials Handling, Inc. (2012-present)

Past Public Company Directorships:

Goodrich Corporation (2009-2012)

Continental Airlines, Inc. ("Continental") (2009-2010)

Other Experience and Qualifications: Ms. Corvi provides extensive management expertise to the Board, having served in key management and operational oversight roles for Boeing during her 34 years of service. She also brings an expertise with respect to the manufacturing of commercial aircraft, which she developed through her management of commercial airplane production for Boeing as Vice President and General Manager, Airplane Programs, Commercial Airplanes, Vice President and General Manager of 737/757 Programs, Vice President of Aircraft Systems and Interiors, Vice President of the Propulsion Systems Division, and in the other positions indicated above. Ms. Corvi brings experience to the audit committee function of the Board through her previous service on the Audit Committees of Continental and Goodrich Corporation and her current service on the Audit Committee of Hyster-Yale Materials Handling, Inc. Her service on the Continental board of directors provided her with valuable experience in the airline industry.

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Jane C. Garvey

PHOTO

  
Independent
  
Age: 75
  
Director Since: 2009
  
Chairman of the Board
  
Committees: Executive (Chair), Nominating/Governance and Public Responsibility
  Select Business Experience:

Chairman of Meridiam, North America (infrastructure development fund) (2009-present)

Vice President of U.S. Public Private Partnerships in Transportation at JPMorgan Chase (global financial services firm) (2008-2009)

Executive Vice President and Chairman of Transportation Practice of APCO Worldwide (public affairs and strategic communications consulting firm) (2003-2008)

Past Public Company Directorships:

Bombardier Inc. (2007-2008)

Skanska (2003-2008)

Other Experience and Qualifications: Ms. Garvey brings extensive management oversight experience to the Board as Chairman of Meridiam, North America. She also provides valuable leadership experience and knowledge of the airline industry from her past role as administrator of the Federal Aviation Administration (the "FAA"), where she was the first administrator to serve a five-year term, and as the recipient of the National Air Transportation Association's Distinguished Service Award. Through her various professional responsibilities, Ms. Garvey has also gained experience in a broad range of industries, including infrastructure development, financial services, transportation, construction and consulting.

Barney Harford

PHOTO

  
Independent
  
Age: 47
  
Director Since: 2016
  
Committees: Audit, Nominating/Governance and Public Responsibility
  Select Business Experience:

Chief Operating Officer of Uber Technologies, Inc. ("Uber") (2018-present)

Chief Executive Officer of Orbitz Worldwide, Inc. (online travel company) (2009-2015)

Multiple roles at Expedia, Inc. (online travel company) (1999-2006), including President of Expedia Asia Pacific (2004-2006)

Past Public Company Directorships:

Orbitz Worldwide, Inc. (2009-2015)

eLong, Inc. (2004-2008)

Other Experience and Qualifications: Mr. Harford brings travel industry and ecommerce insight, combined with a successful track record deploying large technology teams, having served as Chief Executive Officer of Orbitz Worldwide, Inc. He also provides experience with international markets, in particular the Asia Pacific region, having led Expedia's entry into China, Australia and Japan. Mr. Harford also brings valuable strategy and operational experience to the Board as Chief Operating Officer of Uber, where he is responsible for Uber's global ridesharing strategy, operations, marketing and customer support and Uber Eats (Uber's food-delivery business). He previously served on the board of directors of Lola (2016-2017), LiquidPlanner, Inc., (2007-2017), Crystal Orange Hotel Group (formerly Mandarin Holdings) (2009-2012) and GlobalEnglish Corporation (2008-2011).

 

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Michele J. Hooper

PHOTO

  
Independent
  
Age: 67
  
Director Since: 2018
  
Committees: Audit, Compensation and Nominating/Governance
  Select Business Experience:

President and Chief Executive Officer, The Directors' Council (consulting firm that works with corporate boards to increase their independence, effectiveness and diversity) (2013-present)

President and Chief Executive Officer, Voyager Expanded Learning (developer and provider of learning programs and teacher training in public schools) (1999-2000)

President and Chief Executive Officer, Stadtlander Drug Company (provider of disease-specific pharmaceutical care) (1998-1999)

Current Public Company Directorships:

PPG Industries, Inc. (1997-present)

UnitedHealth Group, Inc. (2007-present)

Past Public Company Directorships:

AstraZeneca PLC (2003-2012)

Warner Music Group Corporation (2006-2011)

Other Experience and Qualifications: Ms. Hooper provides extensive corporate governance expertise to the Board and, as President and Chief Executive Officer of The Directors' Council, has consulted with major companies to enhance the effectiveness of their corporate governance. Ms. Hooper has significant public company audit committee experience, with over 20 years of experience chairing audit committees at PPG Industries, Inc., AstraZeneca PLC, Warner Music Group Corporation and Target Corporation. Ms. Hooper's corporate governance and accounting experience, along with her experience as a senior executive at a range of companies, provides the Board with a unique set of skills that enhances the Board's leadership and oversight capabilities.

Walter Isaacson

PHOTO


Independent

Age: 66

Director Since: 2006

Committees: Executive, Nominating/Governance and Public Responsibility (Chair)
  Select Business Experience:

Advisory Partner, Perella Weinberg Partners (a financial services firm) (2017-present)

President and Chief Executive Officer of The Aspen Institute (international education and leadership institute) (2003-2018)

Chairman and Chief Executive Officer of CNN (2001-2003)

Past Public Company Directorships:

CNN (2001-2003) (Chairman)

Other Experience and Qualifications: Mr. Isaacson provides valuable business operations expertise and extensive management knowledge, having served as President and Chief Executive Officer of The Aspen Institute. Prior to that position, he gained leadership experience and strategic development and implementation skills as Chairman and Chief Executive Officer of CNN. Mr. Isaacson has also served as the editor of Time Magazine. In 2009, Mr. Isaacson was appointed by President Obama to be Chairman of the Broadcasting Board of Governors, which runs international broadcasts for the U.S. government. He served in this role until January 2012. Through his various professional positions, Mr. Isaacson has gained experience in a broad range of industries, including education, economics, communications and broadcasting.

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James A. C. Kennedy

PHOTO


Independent

Age: 65

Director Since: 2016

Committees: Compensation (Chair), Executive and Finance
  Select Business Experience:

President and Chief Executive Officer of T. Rowe Price Group, Inc. ("T. Rowe Price") (global investment management organization) (2007-2015)

Various other roles at T. Rowe Price throughout his tenure from 1978 to 2016

Past Public Company Directorships:

T. Rowe Price (1996-2016)

Other Experience and Qualifications: Mr. Kennedy brings to the Board a stockholders' perspective and his expertise in management, finance and leadership, particularly as result of his tenure as President and Chief Executive Officer of T. Rowe Price, a global investment management organization which provides mutual fund, sub-advisory and institutional asset management. Prior to his appointment as President and Chief Executive Officer of T. Rowe Price, Mr. Kennedy served in roles of increasing responsibility at T. Rowe Price since 1978, including equity analysis (1978-1987), Director of Equity Research (1987-1999), and Head of U.S. Equities (1997-2006). Mr. Kennedy also brings executive compensation experience to the Board, having been involved in management compensation since 1987, and served as the Chairman of the Management Compensation Committee at T. Rowe Price for nine years.

Oscar Munoz

PHOTO


Age: 60

Director Since: 2010

Committees: Executive and Finance
  Select Business Experience:

Chief Executive Officer of the Company (Sept. 2015-present)

President of the Company (Sept. 2015-Aug. 2016)

President and Chief Operating Officer of CSX Corporation ("CSX") (railroad and intermodal transportation services company) (Feb. 2015-Sept. 2015)

Executive Vice President and Chief Operating Officer of CSX (2012-2015)

Executive Vice President and Chief Financial Officer of CSX (2003-2012)

Past Public Company Directorships:

CSX (Feb. 2015-Sept. 2015)

Continental (2004-2010)

Other Experience and Qualifications: As our Chief Executive Officer, Mr. Munoz is responsible for the Company's business and ongoing operations and management's efforts to implement the strategic priorities identified by the Board. Mr. Munoz is uniquely suited to inform the Board with respect to these matters. Mr. Munoz has also developed key expertise with respect to all aspects of the airline industry during his tenure as the Company's CEO. In addition, Mr. Munoz provides valuable expertise in management, finance, accounting and auditing to the Board. He developed this expertise during his time as the Company's CEO, as well as through more than 25 years of service prior to joining the Company in key executive positions within the telecommunications, beverage and transportation industries. Prior to joining the Company, Mr. Munoz served as the President and Chief Operating Officer of CSX from February 2015 until September 2015, with responsibility for managing all aspects of CSX's operations across its 21,000-mile network, including transportation, service design, customer service, engineering, mechanical and technology. In this role, Mr. Munoz also oversaw sales and marketing, human resources and information technology. Immediately prior to this role, Mr. Munoz served as Executive Vice President and Chief Operating Officer of CSX. Mr. Munoz also previously served as Executive Vice President and Chief Financial Officer of CSX, with responsibility for management and oversight of all financial, strategic planning, information technology, purchasing and real estate activities of CSX. In addition, he developed extensive experience in the airline industry during his six years of service on the Continental board of directors.

 

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Edward M. Philip

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Independent

Age: 53

Director Since: 2016

Committees: Audit, Executive and Nominating/Governance (Chair)
  Select Business Experience:

Chief Operating Officer of Partners in Health (non-profit healthcare organization) (2013-2017)

Special Partner of Highland Consumer Fund (consumer oriented investment fund) (2013-2017)

Managing General Partner of Highland Consumer Fund (2006-2013)

President and Chief Executive Officer of Decision Matrix Group (research and consulting firm) (2004-2005)

Senior Vice President of Terra Networks, S.A. (Spanish internet multinational company) (2000-2004)

Current Public Company Directorships:

Hasbro, Inc. (2002-present)

BRP Inc. (2005-present)

Past Public Company Directorships:

Trupanion,  Inc. (July 2014-Dec. 2014)

Other Experience and Qualifications: Mr. Philip brings to the Board nearly three decades of leadership across the technology, health care and financial services sectors. Mr. Philip was also one of the founding members of the internet search company, Lycos, Inc. During his tenure with Lycos, Mr. Philip held the positions of President, Chief Operating Officer and Chief Financial Officer at different times. Prior to joining Lycos, he spent time as the Vice President of Finance for The Walt Disney Company and a number of years in investment banking.

Edward L. Shapiro

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Independent

Age: 54

Director Since: 2016

Committees: Compensation, Finance and Public Responsibility
  Select Business Experience:

Managing Partner of PAR Capital Management, Inc. ("PAR") (investment management firm) (1999-2016)

Portfolio Manager, PAR (1997-2016)

Current Public Company Directorships:

Global Eagle Entertainment, Inc. (2013-present)

Past Public Company Directorships:

Sonifi Solutions (formerly LodgeNet Interactive Corporation) (2010-2012)

US Airways (2005-2008)

Web.com (formerly Interland) (2001-2005)

Other Experience and Qualifications: Mr. Shapiro brings to the Board financial expertise and an investor's perspective, having served in various capacities at PAR, an investment management firm specializing in investments in travel, media and internet-related companies, from 1997 to 2016. Mr. Shapiro served as Chairman of Global Eagle Entertainment, Inc., a provider of a wide range of connectivity solutions, including portable entertainment solutions, from 2013 to March 2018, and has served as lead independent director from March 2018 to present. He also formerly served as Chairman of the board of directors of Lumexis Corporation, an in-seat, inflight entertainment company, and as a member of the board of directors of Sonifi Solutions.

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David J. Vitale

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Independent

Age: 72

Director Since: 2006

Committees: Audit (Chair), Executive and Finance
  Select Business Experience:

Chairman of the Urban Partnership Bank (2010-January 2019)

Chairman of Duff & Phelps Global Utility Income Fund (2011-present), DNP Select Income Fund, Inc. (2009-present), DTF Tax-Free Income Inc. (2015-present) and Duff & Phelps Utility and Corporate Bond Trust (2015-present) (investment companies)

President, Chicago Board of Education (education) (2011-2015)

Senior Advisor to the Chief Executive Officer of the Chicago Public Schools (education) (2007-2008)

Chief Administrative Officer of the Chicago Public Schools (2003-2007)

Current Registered Investment Company Directorships:

Duff & Phelps Global Utility Income Fund (2011-present)

DTF Tax-Free Income Inc. (2005-present)

Duff & Phelps Utility and Corporate Bond Trust (2005-present)

DNP Select Income Fund, Inc. (2000-present)

Past Public Company Directorships:

Alion Science & Technology Corporation (2009-2014)

Other Experience and Qualifications: Mr. Vitale provides valuable financial and management expertise to the Board through many years of experience in significant business roles. Mr. Vitale previously served as the Chairman of the Urban Partnership Bank and as President of the Chicago Board of Education, where he was responsible for governance, organizational and financial oversight of the Chicago Public Schools. Mr. Vitale has acted both as Chief Administrative Officer of the Chicago Public Schools and Senior Advisor to the Chief Executive Officer of the Chicago Public Schools, where he provided oversight for all educational departments, including finance, operations, human resources, technology and procurement. He brings to the Board expertise on the audit committee function, having served on the Audit Committee of Alion Science & Technology Corporation. He brings additional leadership experience to the Board by serving as Chairman of Duff & Phelps Global Utility Income Fund, DNP Select Income Fund, Inc., DTF Tax-Free Income Inc. and Duff & Phelps Utility and Corporate Bond Trust. Through his extensive professional roles, Mr. Vitale gained experience in a number of industries, including education, banking, financial services and investment management.

 

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James M. Whitehurst

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Independent

Age: 51

Director Since: 2016

Committees: Compensation, Finance and Nominating/Governance
  Select Business Experience:

President and Chief Executive Officer of Red Hat, Inc. ("Red Hat") (provider of open source enterprise IT products and services) (2008-present)

Chief Operating Officer of Delta Air Lines, Inc. ("Delta") (2005-2007)

Chief Network and Planning Officer of Delta (2004-2005)

Senior Vice President—Finance, Treasury and Business Development of Delta (2002-2004)

Current Public Company Directorships:

Red Hat (2008-present)

SecureWorks Corp. ("SecureWorks") (2016-present). On April 5, 2019, SecureWorks filed a Current Report on Form 8-K with the Securities and Exchange Commission (the "SEC") disclosing that Mr. Whitehurst was resigning from the SecureWorks board effective April 15, 2019.

Past Public Company Directorships:

DigitalGlobe, Inc. (2009-2016)

Other Experience and Qualifications: Mr. Whitehurst provides valuable business expertise in addition to airline industry knowledge to the Board. Prior to Red Hat, Mr. Whitehurst spent six years at Delta, where he managed airline operations and drove significant international expansion as Chief Operating Officer. Mr. Whitehurst helped put Delta back on firm footing as it emerged from bankruptcy in 2007. Before Delta, he held several corporate development leadership roles at The Boston Consulting Group, with clients across a wide range of industries.

Directors to be Elected by the Holders of Other Classes of Stock

          The following classes of directors are to be elected by the holders of certain classes of our stock other than Common Stock.

          Each nominee was previously elected or appointed by the holder of the applicable class of our preferred stock and has served continuously as a director since the date of his first election or appointment. If a nominee unexpectedly becomes unavailable before election, or we are notified that a substitute nominee has been selected, votes will be cast pursuant to the authority granted by the proxies from the respective holder(s) for the person who may be designated as a substitute nominee.

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ALPA Director—Elected by the Holder of Class Pilot MEC Junior Preferred Stock

          One director (the "ALPA director") is to be elected by the holder of our Class Pilot MEC Junior Preferred Stock, the United Airlines Pilots Master Executive Council of Air Line Pilots Association, International (the "ALPA MEC"). The ALPA MEC has nominated and intends to elect Todd M. Insler as the ALPA director. The Board has recommended that the ALPA MEC vote FOR Captain Insler.

          Captain Insler is a current employee of the Company. His compensation for his role as a United pilot is determined under the collective bargaining agreement between United and the Air Line Pilots Association ("ALPA"). Captain Insler does not receive cash or equity compensation for his service as the ALPA director.

Todd M. Insler

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Age: 50

Director Since: 2016

Committees: Public Responsibility
  Select Business Experience:

Master Executive Council Chairman of ALPA MEC (2016-present)

Captain, United Boeing 767 (2015-present)

Captain, Airbus A320 Aircraft (2010-2015)

Other Experience and Qualifications: Captain Insler provides valuable management expertise and knowledge of aviation and airline services to the Board. Captain Insler has served in key labor union management positions within ALPA, including Chairman of the MEC Grievance Committee, member of the United Pilots' System Board of Adjustment and member of the ALPA National Information Technology Advisory Committee. In addition, Captain Insler has served as a captain for Boeing 767 aircraft since October 2015 and previously as a captain for Airbus A320 aircraft.

IAM Director—Elected by the Holder of Class IAM Junior Preferred Stock

          One director (the "IAM director") is to be elected by the holder of our Class IAM Junior Preferred Stock, the International Association of Machinists and Aerospace Workers (the "IAM"). The IAM has nominated and intends to elect Sito J. Pantoja as the IAM director. The Board has recommended that the IAM vote FOR Mr. Pantoja.

Sito J. Pantoja

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Age: 62

Director Since: 2016

Committees: Public Responsibility
  Select Business Experience:

General Vice President of the IAM Transportation Department (2012-present)

IAM Transportation Department Chief of Staff (2005-2012)

Other Experience and Qualifications: Mr. Pantoja provides valuable management expertise and knowledge of aviation and airline services to the Board. In addition to his current position, Mr. Pantoja has served in key labor union management positions such as the IAM's representative to the Federal Aviation Administration's Rulemaking Advisory Committee and as a board member of the Guide Dogs of America.

 

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Corporate Governance

          We are committed to high standards of corporate governance and to conducting our business ethically and with integrity and professionalism. In furtherance of these commitments, the Board has adopted Corporate Governance Guidelines developed and recommended by the Nominating/Governance Committee, which are available on the Company's website, ir.united.com, by following the link "Corporate Governance" and selecting "Corporate Governance Guidelines" under the heading "Governance Documents."

Corporate Governance Guidelines

          The Nominating/Governance Committee monitors developments in the laws, regulations and best practices relating to corporate governance and periodically recommends to the Board the adoption of amendments to the Corporate Governance Guidelines to reflect those developments. The current Corporate Governance Guidelines provide for the governance practices described below.

          Independence.    Our Corporate Governance Guidelines require that a majority of the Board be "independent" under the criteria for independence established by the rules of the Nasdaq Stock Market LLC (the "Nasdaq Listing Rules") and any other applicable rules or regulations, and the Board has adopted categorical standards to assist it in determining whether a director has any direct or indirect material relationship with the Company. Please see "Director Independence" below for a discussion of the Board's independence determinations.

          Limitation on Board Service.    None of our directors is permitted to serve on the board of directors of more than four other public companies. In addition, no director who is an active chief executive officer or the equivalent of another public company is permitted to serve on the boards of more than two other public companies. No member of the Company's management is permitted to serve on the board of directors of another company if an independent director of the Company serves as the chairman, chief executive officer or president of such other company.

          Retirement Age for Directors.    No candidate is eligible for election or reelection as a director if at the time of such election he or she is 75 or more years of age, unless the Board affirmatively determines otherwise.

          Changes in Business or Professional Affiliations or Responsibilities.    If a director experiences a substantial change in his or her principal business or professional affiliations or responsibilities from the time such individual was first elected to the Board, the director is required to volunteer to resign from the Board. The Board, through the Nominating/Governance Committee (excluding the director who volunteered to resign, if a member of the Nominating/Governance Committee), will have the opportunity to review the continued appropriateness of the director's Board membership under the particular circumstances, and shall determine whether to accept such resignation.

          Conflicts of Interest.    Our Corporate Governance Guidelines require any director with a potential conflict of interest to disclose the matter to the Chairman of the Board and the Lead Director (if appointed at the time, as defined below) before any decision is made related to the matter. If the Chairman of the Board and the Lead Director, in consultation with legal counsel, determine that a conflict exists, or that the perception of a conflict is likely to be significant, then the director is obligated to recuse himself or herself from any discussion or vote related to the matter.

          Lead Director.    Pursuant to our Corporate Governance Guidelines, in the event that the Chairman of the Board is not an independent director, the independent directors may designate a lead director from among the independent directors (the "Lead Director"). If the independent directors do not designate a Lead Director, then the Chairman of the Nominating/Governance Committee will become the Lead Director

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on an ex officio basis. The Lead Director's responsibilities include, but are not limited to, the following: consulting with the Chairman of the Board to determine the agenda for Board meetings; presiding at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors; serving as liaison between the Chairman of the Board and the independent directors; approving information sent to the Board; approving meeting agendas for the Board; approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; having the authority to call meetings of the independent directors; coordinating the agenda for moderating sessions of the Board's independent directors; assisting the Board in assuring compliance with and implementation of the Corporate Governance Guidelines; and, if requested by major stockholders, ensuring that he or she is available for consultation and direct communication.

          Annual Performance Evaluation of the Board.    The Nominating/Governance Committee develops, recommends to the Board and coordinates the annual performance evaluation of the Board to determine whether the Board is functioning effectively and meeting its objectives and goals. Each of the Audit Committee, Compensation Committee, Executive Committee, Finance Committee, Nominating/Governance Committee and the Public Responsibility Committee separately perform annual self-evaluations. The collective evaluation results are reported by the committee chair to the full committee for discussion. In addition, the Nominating/Governance Committee periodically performs an evaluation of each director's individual performance. In 2018, the Board retained an outside facilitator to conduct the individual performance evaluations, which were discussed with each individual director. The Board believes that this individual evaluation process supports its effectiveness and strengthens the Board.

          Annual Meeting Attendance.    Our directors are expected to attend each annual meeting of stockholders absent exceptional reasons. Eleven of our 14 directors then in office at the time attended the 2018 annual meeting of stockholders. Two of the directors who did not attend were not standing for reelection at the 2018 annual meeting.

Bylaws, Committee Charters and Other Policies

          In addition to those practices established by our Corporate Governance Guidelines, our Amended and Restated Bylaws (the "Bylaws"), the charters of the Board committees and our other Company policies provide for the following significant corporate governance practices:

 

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Director Independence

          In connection with the annual determination of director independence, the Board has adopted the following categorical standards as part of the Corporate Governance Guidelines to assist the Board in determining whether a director has any direct or indirect material relationship with the Company.

          Under the categorical standards adopted by the Board, a director is not independent if:

          The Board has also considered the purchase of the Company's air carrier services in the ordinary course by the employer of any director who is actively employed, and has determined that such purchases are immaterial in amount and significance, and therefore do not preclude a finding of independence for such director.

          For purposes of these categorical standards, (i) a "family member" of a director includes a director's spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person's home, and (ii) the "Company" means United Continental Holdings, Inc. and its direct and indirect subsidiaries. In connection with the determination of director independence, the Nominating/Governance Committee reviewed the categorical standards adopted by the Board together with the Nasdaq Listing Rules and other applicable legal requirements. The Nominating/Governance Committee also reviewed information compiled from the responses to questionnaires completed by each of the directors, information derived from the Company's corporate and financial records and information available from public records.

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          Consistent with the recommendation of the Nominating/Governance Committee, the Board has applied these independence tests and standards to each of the current directors and nominees for director. The Board has affirmatively determined that each of Mses. Corvi, Garvey and Hooper, and Messrs. Harford, Isaacson, Kennedy, Nuti, Philip, Shapiro, Vitale and Whitehurst qualify as "independent" under the applicable independence tests and standards. Messrs. Munoz and Pantoja and Captain Insler do not qualify as "independent" under the applicable tests and standards. Mr. Munoz is not independent as he is an executive officer and employee of the Company. Captain Insler is not independent because he is an employee of United Airlines, Inc., the principal operating subsidiary of the Company ("United Airlines"). Mr. Pantoja is not independent because he is affiliated with the IAM, a union that represents certain of the Company's employees. Two former directors who served during 2018, Robert A. Milton and Laurence E. Simmons, were also determined to be independent. Please see "Proposal No. 1: Election of Directors" above for a list of all nominees, together with biographical summaries for the nominees, including each individual's business experience, directorships and qualifications.

Majority Voting; Resignation Policy

          The Bylaws and the Corporate Governance Guidelines provide that directors will be elected by a majority of votes cast in uncontested elections and a plurality vote in contested elections. When a majority vote standard applies, the Corporate Governance Guidelines require any incumbent director who fails to receive a majority of the votes cast in an uncontested election to tender his or her resignation to the Board promptly following certification of the stockholders' vote. The Nominating/Governance Committee will consider the tendered resignation, and recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The Board is expected to act on the recommendation within 120 days following certification of the stockholders' vote and will promptly disclose its decision regarding whether to accept the director's resignation offer through a press release, a Current Report on Form 8-K, or other means of public disclosure deemed appropriate. The director who tenders his or her resignation will not participate in the recommendation of the Nominating/Governance Committee or the decision of the Board with respect to his or her resignation.

Board Meetings

          The Board meets regularly on previously determined dates, and special meetings are scheduled when required. The Board held eight meetings in 2018. During 2018, each of the directors attended at least 75% of the total number of meetings of the Board and each committee of which he or she was a member, except for Mr. Nuti. As indicated above under "Corporate Governance Guidelines—Annual Meeting Attendance," our directors are also expected to attend each annual meeting of stockholders absent exceptional reasons.

Executive Sessions of Non-Management Directors

          Our non-management directors regularly meet separately in executive session outside the presence of management directors. Our Corporate Governance Guidelines provide that the independent Chairman of the Board or Lead Director (in the event the Chairman of the Board is not independent) preside over non-management director executive sessions. In addition, our Corporate Governance Guidelines require our independent directors to meet outside the presence of management and the other directors at least twice per year, with the independent Chairman or Lead Director, as applicable, also presiding over such sessions.

 

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Board Leadership Structure

          The Board has the responsibility for selecting the appropriate leadership structure for the Company. Our Corporate Governance Guidelines state that the offices of the Chairman of the Board and Chief Executive Officer may be either combined or separated, in the Board's discretion.

          The Board is currently led by an independent Chairman, Ms. Garvey. The Board believes that separating the roles of Chief Executive Officer and Chairman of the Board is the most appropriate structure at this time. Having an independent Chairman of the Board is a means to ensure that Mr. Munoz is able to more exclusively focus on his role as Chief Executive Officer. The Board also believes that an independent Chairman of the Board can effectively manage the relationship between the Board and the Chief Executive Officer.

Board Oversight of Risk Management

          The Board considers effective risk oversight an important priority. As we consider risks in connection with virtually every business decision, the Board discusses risk throughout the year generally and in connection with specific proposed actions. The Board's approach to risk oversight includes understanding the critical risks in the Company's business and strategy, evaluating the Company's risk management processes, allocating responsibilities for risk oversight among the full Board and its committees, and fostering an appropriate culture of integrity and compliance with legal and ethical responsibilities.

          The Board exercises its oversight of our risk management policies and practices primarily through its committees, as described below, which regularly report back to the Board regarding their risk oversight activities.

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          While the Board oversees risk management, the Company's management is charged with identifying and managing the risks. The Company has robust internal processes and a strong internal control environment to identify and manage risks and to communicate with the Board about these risks. These include an enterprise risk management program, an enterprise risk management committee, an ethics and compliance program, and comprehensive internal and external audit processes. The Board receives periodic reports on each of these aspects of the Company's risk management process. In addition, the Board, through the Audit and Finance Committees, participates in the enterprise risk management process by providing feedback on management's identification and assessment of the key risks facing the Company.

Communications with the Board

          Stockholders and other interested parties may contact the Board as a whole, or any individual member, including the Chairman or the non-management or independent directors as a group, by one of the following means: (i) writing to the Board of Directors, United Continental Holdings, Inc., c/o the Corporate Secretary's Office, 233 S. Wacker Drive, Chicago, Illinois 60606; or (ii) emailing the Board at UALBoard@united.com.

 

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          Stockholders may communicate with the Board on an anonymous or confidential basis. The Board has designated the Executive Vice President and Chief Administrative Officer and the Corporate Secretary's Office as its agents for receipt of communications. All communications will be received, processed and initially reviewed by the Corporate Secretary's Office. The Corporate Secretary's Office generally does not forward communications that are not related to the duties and responsibilities of the Board, including junk mail, service complaints, employment issues, business suggestions, job inquiries, opinion surveys and business solicitations. The Corporate Secretary's Office maintains communications and they are available for review by any member of the Board at his or her request. The Chairman of the Audit Committee is promptly advised of any communication that alleges management misconduct or raises legal, ethical or compliance concerns about Company policies and practices.

Code of Ethics and Business Conduct

          The Company has adopted a code of ethics, the "Code of Ethics and Business Conduct," for directors, officers (including the Company's principal executive officer, principal financial officer and principal accounting officer), employees and third-party representatives such as contractors, consultants and agents of the Company and its subsidiaries. The code serves as a "Code of Ethics" as defined by SEC regulations and Nasdaq Listing Rules. The code is available on the Company's website, ir.united.com, by following the link "Corporate Governance" and selecting "Code of Ethics and Business Conduct" under the heading "Governance Documents."

Environmental Sustainability

          United is committed to building a sustainable future and strives to minimize its environmental impact. In 2018, United was ranked number one globally among air carriers in Newsweek's Global 500 Green Rankings, one of the most recognized environmental performance assessments of the world's largest publicly-traded companies. Through its Eco-Skies program, the Company continuously looks for ways to reduce its environmental footprint, with efforts focused on (i) fuel efficiency and emissions reduction; (ii) the development and use of sustainable fuel sources; (iii) sustainable products and materials management; and (iv) partnering with customers and stakeholders to promote sustainability and protect the environment.

          Fuel efficiency and emissions reduction.    Improving fuel efficiency is critical to the Company's ability to manage its carbon footprint. In 2018, the Company announced a pledge to reduce its greenhouse gas emissions by 50 percent relative to 2005 levels by the year 2050, and it is taking various actions that are expected to help reduce its carbon dioxide emissions over time. United has made significant investments in a modern, fuel-efficient fleet while implementing operational and procedural changes to drive fuel conservation. In addition, over 4,000 of the Company's ground service equipment around the world are electric or use alternative fuels. United has LEED certified buildings in Chicago, Houston and San Francisco and is evaluating ways to reduce its non-fuel energy use at other facilities in the Company's network.

          Sustainable fuel sources.    United is working with strategic partners to generate sustainable aviation fuels capable of reducing its emissions and providing energy diversification. The Company uses biofuel from World Energy in its daily operations at Los Angeles International Airport and has sourced more than two million gallons of sustainable aviation biofuel since 2016. In 2015, the Company made a $30 million equity investment in Fulcrum BioEnergy, Inc., a company that has developed a process for transforming municipal solid waste into transportation fuels ("Fulcrum"), and entered into a long-term supply agreement with Fulcrum which provides United with the opportunity to purchase at least 90 million gallons of sustainable aviation fuel a year for a minimum of 10 years from Fulcrum, subject to availability.

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          Sustainable products and materials management.    United is focused on responsibly managing and reducing the waste generated onboard its aircraft, in airports and throughout its operations. In 2018, United joined the #SheddTheStraw campaign, developed by the Shedd Aquarium in Chicago, and replaced single-use plastic stirring sticks and cocktail picks with a sustainable bamboo alternative.

          Eco-Skies partners.    United partners with its employees, customers, airports, suppliers and governmental organizations to advance its sustainability efforts and protect the environment. For example, United has worked with Conservation International since 1998 as part of its Business & Sustainability Council, a community of companies committed to leveraging their business experiences and resources to protect nature for the benefit of humanity. In addition, together with Audubon International and the Port Authority of New York and New Jersey, United launched the Raptor Relocation Program to protect kestrels, hawks, owls and other birds in and around New York-area airports and resettle them to more suitable habitats.

          Additional information on United's commitment to environmental sustainability is available at united.com/ecoskies.

Community Engagement

          At United, we believe in connecting people, and that every action we take to positively impact our community counts. The Company focuses its community engagement on (i) investing in communities where our employees and customers live and work; (ii) lifting up communities impacted by disaster; (iii) breaking down barriers and promoting inclusion; (iv) inspiring the next generation of leaders; and (v) flying towards a more sustainable future.

          Investing in communities where our employees and customers live and work.    United is committed to investing in the communities where its employees and customers live and work. For example, in 2018, the Company awarded a total of $8 million in grants to nine different organizations designed to address critical needs identified by local leadership in each of the Company's hub market communities of Chicago, Denver, Houston, Los Angeles, San Francisco, Newark/New York and Washington, D.C. These grants will support job training and workforce development, target food insecurity, provide nutrition education, support affordable housing and immigration services, among other initiatives. Additionally, United employee-volunteers supported projects both in their local communities as well as projects on a global scale, including assembling more than 300,000 meal kits to be distributed to more than 10 countries around the world in partnership with Rise Against Hunger. In 2018, 5,416 United employees contributed more than 66,467 volunteer service hours to Company-sponsored community outreach projects and to organizations of their choice.

          Lifting up communities impacted by disaster.    United is committed to supporting communities impacted by disaster. Since 2013, United, its employees and customers have raised nearly $9 million and shipped more than one million pounds of relief supplies to impacted areas. In 2018, United hosted online disaster relief campaigns for those impacted by Super Typhoon Yutu, Hurricane Michael, Hurricane Florence, Typhoon Mangkhut, wildfires in California and flooding in western Japan. In addition, in January 2019, United donated $1.6 million to Feeding America and regional foodbanks in support of families who needed assistance due to loss of income resulting from the federal government shutdown.

          Breaking down barriers and promoting inclusion.    At United, we strive to create a true sense of human connection to demonstrate how we lead with heart and how we value every individual's unique needs. In 2017, United announced a new global partnership with Special Olympics. The Company shares Special Olympics' mission of creating a world where all are included and given the chance to participate. In 2018, United began to incorporate inclusivity scenarios informed by Special Olympics in company-wide core4 training provided to 60,000 employees. United is continuing this work with Special Olympics by developing custom training modules for United employees focused on being inclusive to all, especially those with intellectual disabilities. United employees welcomed athletes from across the nation competing in the 2018

 

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Special Olympics USA Games in Seattle. In addition, United became the first U.S. carrier to transport the Special Olympics Flame of Hope on a domestic flight to Chicago to celebrate the 50th anniversary of the movement, and participated in the Global Day of Inclusion, among other events.

          Inspiring the next generation of leaders.    United is committed to inspiring future generations of aviation leaders by supporting K-12 STEM education, college and career readiness and workforce development. As the official airline of Global Glimpse, United has provided transportation to more than 1,000 students and their teachers to participate in service learning trips to Ecuador, Panama and the Dominican Republic. In 2018, United hosted more than 300 girls from diverse backgrounds at 11 locations around the world for Girls in Aviation Day to encourage their excitement and interest in aviation. Also, in 2018, United sponsored 40 primary and middle school educators from the Company's hub markets to participate in Air Camp's four-day professional development program for teachers inspiring them to confidently incorporate aviation and STEM concepts into their classrooms reaching more than 700 students.

          Flying towards a more sustainable future.    In support of the Company's environmental sustainability initiatives, United engages in projects designed to reduce landfill waste and support those in need. United is proud to be the first airline to partner with Clean the World, an organization that works to prevent millions of hygiene-related deaths each year. In 2018, through the Company's partnership with Clean the World, United collected more than 50,000 pounds of unused premium cabin amenity kits and recycled the products in them to support disaster relief, homeless shelters and aid organizations around the world.

Nominations for Directors

          As described below, our Nominating/Governance Committee identifies and recommends for nomination individuals qualified to be Board members, other than directors elected by holders of preferred stock of the Company (the ALPA director and the IAM director). The Nominating/Governance Committee identifies directors through a variety of means, including suggestions from members of the Nominating/Governance Committee and the Board, as well as suggestions from Company officers, employees, stockholders and others. The Nominating/Governance Committee may retain a search firm to identify director candidates (other than those elected by holders of preferred stock of the Company). The Nominating/Governance Committee has retained Spencer Stuart, an executive search and leadership consulting firm, to assist with identifying potential director candidates.

          In addition, the Nominating/Governance Committee considers candidates for director suggested by stockholders. Holders of Common Stock may submit director candidates for consideration (other than those elected by holders of preferred stock of the Company) by writing to the Chairman of the Nominating/Governance Committee, United Continental Holdings, Inc., c/o the Corporate Secretary's Office, 233 S. Wacker Drive, Chicago, Illinois 60606. Stockholders must provide the recommended candidate's name, biographical data, qualifications and other information required by Section 2.10 of the Bylaws with respect to director nominations by stockholders.

          A candidate for election as a director of the Board (other than those elected by holders of preferred stock of the Company) should possess a variety of characteristics. Candidates for director recommended by stockholders must be able to fulfill the independence standards established by the Board as set forth in Nasdaq Listing Rules, any other applicable rules or regulations, and the Company's Corporate Governance Guidelines as outlined above under "Director Independence."

          Submissions of candidates who meet the criteria for director nominees approved by the Board will be forwarded to the Chairman of the Nominating/Governance Committee for further review and consideration. The Nominating/Governance Committee reviews the qualifications of each candidate and makes a recommendation to the full Board. The Nominating/Governance Committee considers all potential candidates in the same manner and by the same standards regardless of the source of the recommendation and acts in its discretion in making recommendations to the full Board. Any invitation to join the Board

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(other than with respect to any director who is elected by holders of preferred stock of the Company) is extended by the entire Board through the Chairman of the Board or the Chairman of the Nominating/Governance Committee.

          In addition to recommending director candidates to the Nominating/Governance Committee, stockholders may also, pursuant to procedures established in the Bylaws, directly nominate one or more director candidates to stand for election at an annual or special meeting of stockholders. For an annual meeting of stockholders, a stockholder wishing to make such a nomination must deliver written notice of the proposed nomination to the Secretary of the Company not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. For a special meeting of stockholders, a stockholder wishing to make such a nomination must deliver written notice of the nomination to the Secretary of the Company not earlier than 120 days prior to the date of such special meeting and not later than the close of business on the later of: (x) 90 days prior to the date of such special meeting; and (y) 10 days following the day on which public announcement is first made of the date of such special meeting. In either case, a notice of nomination submitted by a stockholder must include information concerning the nominating stockholder and the stockholder's nominee(s) as required by the Bylaws.

          In accordance with the Bylaws, stockholders may also submit director nominees to the Board to be included in the Company's annual proxy statement, known as "proxy access." Stockholders who intend to submit director nominees for inclusion in the Company's proxy materials for the 2020 annual meeting of stockholders must comply with the requirements of proxy access as set forth in the Bylaws. The stockholder or group of stockholders who wish to submit director nominees pursuant to proxy access must deliver the required materials to the Company not less than 120 days nor more than 150 days prior to the anniversary of the date that the Company first mailed its proxy materials for the annual meeting of the previous year.

          Although the Company does not have a formal policy on Board diversity, the Board seeks independent directors with diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Nominating/Governance Committee is committed to actively seeking women and minority candidates for the pool from which director candidates are chosen. A candidate for director should have experience in positions with a high degree of responsibility and be selected based upon contributions he or she can make to the Board and upon his or her willingness to devote adequate time and effort to Board responsibilities. In making this assessment, the Nominating/Governance Committee will consider the number of other boards on which the candidate serves and the other business and professional commitments of the candidate. The candidate should also have the ability to exercise sound business judgment to act in what he or she reasonably believes to be in the best interests of the Company and its stockholders. As described above, no candidate is eligible for election or reelection as a director if at the time of such election he or she is 75 or more years of age, unless the Board affirmatively determines otherwise.

 

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Committees of the Board

          The Board has six standing committees: Audit, Compensation, Executive, Finance, Nominating/Governance and Public Responsibility. The Audit Committee, Compensation Committee and Nominating/Governance Committee are comprised solely of independent directors. The chart below shows the current membership of each committee and a summary of the functions performed by each committee.

    COMMITTEE MEMBERSHIP
    AUDIT

COMPENSATION

EXECUTIVE

FINANCE

NOMINATING/
GOVERNANCE


PUBLIC
RESPONSIBILITY
Carolyn Corvi   M       M   C        
Jane C. Garvey           C       M   M
Barney Harford   M               M   M
Michele J. Hooper*   M   M           M    
Todd M. Insler                       M
Walter Isaacson           M       M   C
James A. C. Kennedy       C   M   M        
Oscar Munoz           M   M        
William R. Nuti       M       M       M
Sito J. Pantoja                       M
Edward M. Philip*   M       M       C    
Edward L. Shapiro       M       M       M
David J. Vitale*   C       M   M        
James M. Whitehurst       M       M   M    
Key:
M = Committee Member


C = Committee Chair


* = Audit Committee Financial Expert

          The Audit Committee met eight times during 2018 and has a written charter adopted by the Board, which is available on the Company's website, ir.united.com, by following the link "Corporate Governance" and selecting "Audit Committee Charter" under the heading "Governance Documents." All of the members of the Audit Committee are independent as defined by the applicable Nasdaq Listing Rules and SEC standards. The Board has determined that each of the Audit Committee members satisfies the financial literacy requirements under the Nasdaq Listing Rules, and that each of Ms. Hooper and Messrs. Philip and Vitale qualifies as an "audit committee financial expert" as defined by SEC regulations.

          The purpose of the Audit Committee is to: (i) oversee the accounting and financial reporting processes of the Company and the audits of the Company's financial statements; (ii) assist the Board in fulfilling its responsibility to oversee: (a) the integrity of the Company's financial statements and the adequacy of the Company's system of disclosure controls and internal controls over financial reporting; (b) the Company's compliance with legal and regulatory requirements and ethical standards; (c) the independent auditors' qualifications and independence; and (d) the performance of the Company's internal audit function and independent auditors; (iii) provide an open avenue of communication between the independent auditors, the internal auditors, management and the Board; and (iv) prepare an audit committee report as required by the SEC, which is set forth in this proxy statement under "Audit Committee Report."

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          In discharging its duties, the Audit Committee has the authority to conduct or authorize investigations or studies into any matters within the Audit Committee's scope of responsibilities. The Audit Committee can form and delegate authority to subcommittees. It also has the authority, without further Board approval, to obtain, at the expense of the Company, advice and assistance from internal or external legal, accounting or other advisers as it deems advisable.

          The Compensation Committee met eight times during 2018 and has a written charter adopted by the Board, which is available on the Company's website, ir.united.com, by following the link "Corporate Governance" and selecting "Compensation Committee Charter" under the heading "Governance Documents." All of the members of the Compensation Committee are independent as defined under the Nasdaq Listing Rules.

          The Compensation Committee is responsible for, among other things: (i) overseeing the administration of the Company's compensation plans (other than plans covering only directors of the Company), including the equity-based plans and executive compensation programs of the Company; (ii) discharging the Board's responsibilities relating to the performance evaluation and compensation of the Company's officers, including the Company's Chief Executive Officer; and (iii) preparing the compensation committee report required by the SEC to be included in the annual proxy statement, which is set forth in this proxy statement under "Executive Compensation—Compensation Committee Report." The Compensation Committee also is responsible for reviewing and discussing with management the Compensation Discussion and Analysis (the "CD&A"), and based on such discussions, determining whether to recommend to the Board that the CD&A be included in the Company's annual proxy statement or annual report on Form 10-K, as applicable. The Compensation Committee also reviews and makes recommendations to the Board with respect to the adoption (or submission to stockholders for approval) or amendment of executive incentive compensation plans and all equity-based compensation plans for the Company (other than equity-based plans covering only directors of the Company). Furthermore, the Compensation Committee exercises the powers and performs the duties, if any, assigned to it from time to time under any compensation or benefit plan of the Company or any of its subsidiaries.

          The Compensation Committee performs a review, at least annually, of the goals and objectives of the Company and establishes the goals and objectives for the Chief Executive Officer. In addition, the Compensation Committee annually evaluates the performance of the Chief Executive Officer, including evaluating the Chief Executive Officer's performance in light of the goals and objectives relevant to his compensation and discusses that evaluation with the Board. The Compensation Committee has the sole authority to set the Chief Executive Officer's compensation based on this evaluation and the Company's compensation philosophy. The Compensation Committee also reviews and determines at least annually the compensation of each other executive officer of the Company. In addition to the Chief Executive Officer, the Compensation Committee oversees the annual performance evaluation process of the other executive officers of the Company.

          The Compensation Committee has delegated to the Chief Executive Officer the authority to grant stock awards to eligible participants (other than executive officers of the Company), the interpretative authority under the Company's incentive compensation plans for interpretations and determinations relating to the grant of stock awards to such eligible participants and the modification of the terms of such a participant's award following termination of employment. Additionally, the Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of the officers who report directly to him. His recommendations are based on input from the Executive Vice President, Human Resources and Labor Relations and her staff, and the Compensation Committee's independent compensation consultant. The Compensation Committee has the authority to review, approve and revise these recommendations as it deems appropriate.

 

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          The Compensation Committee has the authority, in its sole discretion, to retain or obtain, at the expense of the Company, the advice of a compensation consultant, independent legal counsel or other adviser (each, a "compensation adviser"). The Compensation Committee may select a compensation adviser only after taking into consideration all factors relevant to the compensation adviser's independence from management, including the factors specified under Nasdaq Listing Rules. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation adviser retained by the Compensation Committee. It also has the authority, without further Board approval, to obtain, at the expense of the Company, advice and assistance from internal and external legal, accounting or other advisers as it deems advisable. The Compensation Committee can also form and delegate authority to subcommittees.

          The Compensation Committee has retained Exequity LLP ("Exequity") as its independent compensation consultant. A representative of Exequity regularly attends Compensation Committee meetings, participates in discussions regarding executive compensation issues, and, from time to time and in connection with the setting of incentive compensation targets, makes executive compensation recommendations to the Compensation Committee based on available marketplace compensation data for U.S. peer airlines and certain non-airline companies with comparable revenue and other characteristics. Exequity reports exclusively to the Compensation Committee and does not provide any additional services to the Company other than advice to the Nominating/Governance Committee with respect to director compensation.

          The Compensation Committee maintains a conflict of interest policy governing the relationship with its compensation consultant in order to ensure objectivity and minimize the potential for conflicts of interest in the delivery of executive compensation advice. The policy establishes management's obligation to report periodically to the Compensation Committee the scope and amount of work being performed by the consultant or its affiliates for the Company. The policy also specifies that the consultant reports directly to the Compensation Committee and has direct access to the Compensation Committee through its Chairman (or in the case of services being provided to the Board, through the Chairman of the Board or, as applicable, the Lead Director). The policy prohibits the consultant from soliciting business from the Company other than work on behalf of the Compensation Committee or the Board and requires the consultant to develop policies and procedures to prevent any employee of the consultant who advises the Compensation Committee or the Board from discussing such services with other employees of the consultant who currently provide other services to the Company or who were providing other services during the prior year. The Compensation Committee has assessed the independence of Exequity pursuant to Nasdaq Listing Rules and concluded that Exequity's work for the Compensation Committee does not raise any conflict of interest.

          The Executive Committee met five times during 2018 and has a written charter adopted by the Board, which is available on the Company's website, ir.united.com, by following the link "Corporate Governance" and selecting "Executive Committee Charter" under the heading "Governance Documents." The Executive Committee is authorized to exercise all of the powers of the Board, subject to certain limitations, in the management of the business and affairs of the Company, excluding any powers granted by the Board, from time to time, to any other committee of the Board. The Executive Committee can also form and delegate authority to subcommittees.

          The Finance Committee met six times during 2018 and has a written charter adopted by the Board, which is available on the Company's website, ir.united.com, by following the link "Corporate Governance" and selecting "Finance Committee Charter" under the heading "Governance Documents." The Finance Committee is responsible for, among other things: (i) reviewing financial plans and budgets and cash management policies and activities; (ii) evaluating and advising the Board on any proposed merger or

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consolidation, or any significant acquisition or disposition of assets; (iii) evaluating and advising the Board on business opportunities and financing transactions; (iv) evaluating capital structure and recommending certain proposed issuances of securities; and (v) reviewing strategies relating to financial, operating or economic risk. The Finance Committee can also form and delegate authority to subcommittees.

          The Nominating/Governance Committee met four times during 2018 and has a written charter adopted by the Board, which is available on the Company's website, ir.united.com, by following the link "Corporate Governance" and selecting "Nominating/Governance Committee Charter" under the heading "Governance Documents." All of the members of the Nominating/Governance Committee are independent as defined by Nasdaq Listing Rules.

          The Nominating/Governance Committee is responsible for, among other things: (i) identifying, evaluating and recommending for nomination individuals qualified to be Board members, other than directors appointed by holders of preferred stock of the Company; (ii) developing, recommending and periodically reviewing the Company's Corporate Governance Guidelines and overseeing corporate governance matters; (iii) reviewing and overseeing the Company's succession planning process for executive officers, including the Chief Executive Officer; (iv) overseeing an annual evaluation of the Board; and (v) reviewing and making recommendations to the Board with respect to director compensation. In discharging its duties, the Nominating/Governance Committee has the authority to conduct or authorize investigations into any matters within the Nominating/Governance Committee's scope of responsibilities. The Nominating/Governance Committee can form and delegate authority to subcommittees.

          The Nominating/Governance Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other terms of engagement. It also has the authority, without further Board approval, to obtain, at the expense of the Company, advice and assistance from internal or external legal, accounting or other advisers as it deems advisable.

          The Public Responsibility Committee met four times during 2018 and has a written charter adopted by the Board, which is available on the Company's website, ir.united.com, by following the link "Corporate Governance" and selecting "Public Responsibility Committee Charter" under the heading "Governance Documents."

          The Public Responsibility Committee is responsible for oversight of: the Company's policies, positioning and practices concerning various broad public policy issues, including those that relate to safety (including workplace safety and security); environmental affairs; political and governmental affairs; consumer affairs; diversity, including, without limitation, employee diversity and supplier diversity; civic activities and business practices that impact communities in which the Company does business; and charitable, political, social and educational organizations. The Public Responsibility Committee can also form and delegate authority to subcommittees.

Compensation Committee Interlocks and Insider Participation

          The Compensation Committee is currently composed of Messrs. Kennedy, Nuti, Shapiro and Whitehurst and Ms. Hooper, each of whom is an independent, non-management director, and no member of the Compensation Committee has ever been an officer or employee of the Company or any of its subsidiaries. None of our executive officers has served as a member of any board of directors or compensation committee of any other company for which any of our directors served as an executive officer

 

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at any time since January 1, 2018. In addition, no member of the Compensation Committee had any relationship requiring disclosure under Item 404 of Regulation S-K promulgated by the SEC.

Certain Relationships and Related Transactions

          The Board recognizes that transactions involving the Company and related parties present a heightened risk of conflicts of interest. In order to ensure that the Company acts in the best interests of its stockholders, the Board has adopted a written policy for the review and approval of any Related Party Transaction (as defined below). It is the policy of the Company that any Related Party Transaction must be approved or ratified by the Audit Committee or, if the Board determines that a transaction should instead be reviewed by all of the disinterested directors on the Board, by a majority of the disinterested directors on the Board. No director is permitted to participate in the review or approval of a Related Party Transaction if such director or his or her immediate family member is a Related Party (as defined below). In reviewing a proposed transaction, the Audit Committee or the disinterested directors, as applicable, must (i) satisfy themselves that they have been fully informed as to the Related Party's relationship and interest and as to the material facts of the proposed transaction, (ii) consider all of the relevant facts and circumstances available to them, including but not limited to: the benefits to the Company, the impact on a director's independence, the availability of other sources for comparable products or services, the terms of the transaction, and the terms available to unrelated third parties or to employees generally, and (iii) determine whether or not the proposed transaction is fair to the Company and is not inconsistent with the best interests of the Company and its stockholders.

          If the Company enters into a transaction that (i) the Company was not aware constituted a Related Party Transaction at the time it was entered into but which it subsequently determines is a Related Party Transaction or (ii) did not constitute a Related Party Transaction at the time such transaction was entered into but thereafter becomes a Related Party Transaction, then in either such case the Related Party Transaction shall be presented for ratification by the Audit Committee or a majority of the disinterested directors on the Board. If such Related Party Transaction is not ratified by the Audit Committee or a majority of the disinterested directors, then the Company shall take all reasonable actions to attempt to terminate the Company's participation in the transaction.

          As set forth in the policy, a "Related Party Transaction" is a transaction (including any financial transaction, arrangement or relationship (including an indebtedness or guarantee of indebtedness)), or series of similar transactions, or any material amendment to any such transaction, in which:

          For purposes of this definition, a "Related Party" means (i) an executive officer of the Company, (ii) a director of the Company or nominee for director of the Company, (iii) a person (including an entity or group) known to the Company to be the beneficial owner of more than 5% of any class of the Company's voting securities, or (iv) an individual who is an immediate family member (as defined below) of an executive officer, director, nominee for director or 5% stockholder of the Company.

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          An "immediate family member" includes any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of such person, and any person (other than a tenant or employee) sharing such person's home.

          John Gebo, Senior Vice President, Alliances, of United Airlines, is the spouse of Kate Gebo, Executive Vice President, Human Resources and Labor Relations, of the Company. For 2018, Mr. Gebo received aggregate cash compensation of approximately $1,019,306, consisting of base salary, annual incentive bonus and excess 401(k) cash direct and cash match program payments for management and administrative employees; equity compensation, consisting of restricted stock unit awards with an aggregate grant date fair value of approximately $207,837; and other customary officer and employee benefits. Mr. Gebo and Ms. Gebo do not report to, or determine the compensation of, each other.

 

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Beneficial Ownership of Securities

Certain Beneficial Owners

          The following table shows the number of shares of our voting securities owned by any person or group known to us, as of April 1, 2019, to be the beneficial owner of more than 5% of any class of our voting securities.

Name and Address of Beneficial Owner


Title of Class

Amount and Nature
of Ownership


Percent of
Class(1)

PRIMECAP Management Company(2)

Common Stock


38,278,447

14.5%

177 E. Colorado Blvd., 11th Floor

     

Pasadena, CA 91105

     

Berkshire Hathaway Inc.(3)

Common Stock 21,938,642 8.3%

3555 Farnam Street

     

Omaha, NE 68131

     

The Vanguard Group(4)

Common Stock 20,826,834 7.9%

100 Vanguard Blvd.

     

Malvern, PA 19355

     

BlackRock, Inc.(5)

Common Stock 16,586,015 6.3%

55 East 52nd Street

     

New York, NY 10055

     

Vanguard Chester Funds—Vanguard Primecap Fund(6)

Common Stock 15,925,403 6.0%

100 Vanguard Blvd.

     

Malvern, PA 19355

     

PAR Investment Partners, L.P.(7)

Common Stock 15,624,152 5.9%

200 Clarendon Street, 48th Floor

     

Boston, MA 02116

     

United Airlines Pilots Master Executive Council, Air Line Pilots Association, International(8)

Class Pilot MEC Junior 1 100%

9550 West Higgins Road, Suite 1000

Preferred Stock    

Rosemont, IL 60018

     

International Association of Machinists and Aerospace Workers(8)

Class IAM Junior 1 100%

District #141

Preferred Stock    

900 Machinists Place

     

Upper Marlboro, MD 20722

     
(1)
For beneficial owners of Common Stock, percentages are calculated based upon 264,271,125 shares of Common Stock outstanding as of April 1, 2019.

(2)
Based solely on a Schedule 13G/A (Amendment No. 4) filed on February 8, 2019, in which PRIMECAP Management Company reported sole voting power for 12,921,006 shares and sole dispositive power for 38,278,447 shares.

(3)
Based solely on a Schedule 13G/A (Amendment No. 2) filed on February 14, 2019, in which Warren E. Buffet, on behalf of himself, Berkshire Hathaway Inc., National Indemnity Company,

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    GEICO Corporation, Government Employees Insurance Company and GEICO Indemnity Company reported shared voting and dispositive power for a total of 21,938,642 shares.

(4)
Based solely on a Schedule 13G/A (Amendment No. 5) filed on February 11, 2019, in which The Vanguard Group, on behalf of itself and certain wholly-owned subsidiaries, reported sole voting power for 221,691 shares, shared voting power for 14,913 shares, sole dispositive power for 20,593,680 shares and shared dispositive power for 233,154 shares.

(5)
Based solely on a Schedule 13G/A (Amendment No. 6) filed on February 6, 2019, in which BlackRock, Inc., on behalf of itself and certain subsidiaries, reported sole voting power for 15,088,721 shares and sole dispositive power for 16,586,015 shares.

(6)
Based solely on a Schedule 13G filed on January 31, 2019, in which Vanguard Chester Funds—Vanguard Primecap Fund reported sole voting power for 15,925,403 shares.

(7)
Based solely on a Schedule 13G/A (Amendment No. 2) filed on February 14, 2019, in which PAR Investment Partners, L.P. ("PAR Investment Partners"), PAR Group II, L.P. ("PAR Group") and PAR Capital Management, Inc. ("PAR") reported sole voting and dispositive power for 15,624,152 shares. PAR Group is the sole general partner of PAR Investment Partners and PAR is the sole general partner of PAR Group. Each of PAR Group and PAR may be deemed to be the beneficial owner of all shares held directly by PAR Investment Partners.

(8)
Shares of Class Pilot MEC and Class IAM stock elect one ALPA and IAM director, respectively, and have one vote on all matters submitted to the holders of Common Stock other than the election of directors.

 

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Directors and Executive Officers

          The following table shows the number of shares of our voting securities owned by our directors, the named executive officers identified in this proxy statement and all of our directors and executive officers as a group as of April 1, 2019. The persons listed below have sole voting and investment power with respect to all shares of our Common Stock beneficially owned by them, except to the extent this power may be shared with a spouse, or as otherwise described in the footnotes following the table.

Name of Beneficial Owner

Title of Class

Amount and Nature
of Ownership


Percent of
Class

Directors


 



 



 
Carolyn Corvi Common Stock 18,836 (1)(2) *  
Jane C. Garvey Common Stock 8,137 (1)(3) *  
Barney Harford Common Stock 103,491 (1) *  
Michele J. Hooper Common Stock 1,142 (1) *  
Todd M. Insler Common Stock *  
Walter Isaacson Common Stock 14,608 (3) *  
James A. C. Kennedy Common Stock 7,745 (1) *  
Oscar Munoz(4) Common Stock 211,861 *  
William R. Nuti Common Stock 7,483 (1) *  
Sito J. Pantoja Common Stock *  
Edward M. Philip Common Stock 5,104 (3)(5) *  
Edward L. Shapiro Common Stock 180,884 (3) *  
David J. Vitale Common Stock 17,483 (1) *  
James M. Whitehurst Common Stock 13,525 (3) *  
Named Executive Officers      
Brett J. Hart Common Stock 74,785 *  
Gregory L. Hart Common Stock 27,087 *  
J. Scott Kirby Common Stock 238,415 (6) *  
Gerald Laderman Common Stock 49,026 *  

Directors and Executive Officers as a Group (22 persons)

Common Stock 1,055,087 *  
Andrew Levy(7) Common Stock 61,568 (8) *  
*
Less than 1% of outstanding shares.

(1)
Includes 1,142 shares representing the portion of the director's 2018 equity award that will be settled in Common Stock on May 24, 2019. For Ms. Garvey, includes 857 shares representing the portion of the equity award granted to her for her service as Non-Executive Chairman that will be settled in Common Stock on May 24, 2019. Ms. Garvey has elected to defer her other equity awards, including her 2018 director equity award, and those awards are discussed in footnote 3.

(2)
Includes 7,875 options to purchase shares of our Common Stock at $17.67 per share.

(3)
Includes shares units representing Board retainer and meeting fees that the director elected to defer into a share account pursuant to the terms of the Company's 2006 Director Equity Incentive Plan, as amended and restated (the "DEIP"), including the director's 2018 equity award. The share units will be settled in Common Stock within 60 days following the director's separation from service on the Board. Share units that will be settled more than 60 days following the director's

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    separation from service are not included (Ms. Garvey—5,954 share units; Mr. Isaacson—26,708 share units; Mr. Vitale—7,028 share units; and Mr. Whitehurst—7,360 share units).

(4)
Mr. Munoz is also a named executive officer.

(5)
Includes shared voting and investment power for six shares of Common Stock.

(6)
Includes 105,652 options to purchase shares of our Common Stock at $58.69 per share. Includes 5,000 shares of Common Stock held in a trust for the benefit of Mr. Kirby's children and other relatives in which Mr. Kirby serves as the trustee. Mr. Kirby disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. Also includes 8,000 shares of Common Stock held in a trust for the benefit of Mr. Kirby's children in which Mr. Kirby's brother serves as the trustee. Mr. Kirby disclaims beneficial ownership of these securities.

(7)
Mr. Levy resigned as Executive Vice President and Chief Financial Officer effective May 14, 2018; beneficial ownership information is based on information available to the Company as of such date.

(8)
Includes 28,666 options to purchase shares of our Common Stock at $46.95 per share.

Section 16(a) Beneficial Ownership Reporting Compliance

          Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our directors, executive officers and holders of more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities. Such executive officers, directors and beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on a review of such reports filed by or on behalf of such persons in this regard and written representations from our directors and executive officers, we believe all Section 16(a) reporting requirements were timely fulfilled during 2018.

Equity Compensation Plan Information

          The following table sets forth information as of December 31, 2018 regarding the number of shares of our Common Stock that may be issued under the Company's equity compensation plans.

Plan Category


Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights




Weighted average
exercise price of
outstanding options,
warrants and rights




Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding securities
reflected in first column)






 

Equity compensation plans approved by security holders

       

Options

392,735 $58.15    

Restricted Stock Units

1,786,976    

Subtotal

2,179,711 (1) $10.48 9,633,196 (2)  

Equity compensation plans not approved by security holders

23,625 (3) $13.57  

Total

2,203,366 $10.51 9,633,196  
(1)
In addition to this amount, the Company has issued 102,541 restricted shares that were not vested as of December 31, 2018. These unvested restricted shares are included in the total number of outstanding shares at December 31, 2018. See Note 5—Share-Based Compensation Plans of the Combined Notes to Consolidated Financial Statements included in "Item 8. Financial Statements

 

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    and Supplementary Data" in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (the "2018 Form 10-K") for additional information.

(2)
Includes 220,408 shares available under the amended and restated 2006 Director Equity Incentive Plan and 9,412,788 shares available under the 2017 Incentive Compensation Plan.

(3)
Represents shares issuable pursuant to non-employee director stock options assumed in connection with the merger transaction with Continental completed in October 2010 (the "Merger"), including stock options outstanding under the following pre-Merger plans: Continental Airlines, Inc. Incentive Plan 2000 (the "Incentive Plan 2000") (7,875 shares) and United Continental Holdings, Inc. Incentive Plan 2010 (the "Incentive Plan 2010") (15,750 shares). Equity awards under the Incentive Plan 2000 and Incentive Plan 2010 were granted only to persons who were members of the board of, or employees of, Continental or its subsidiaries. Vesting and exercisability of awards were based on continued employment, the satisfaction of certain performance measures, such other factors as the administrator may determine or a combination of such factors. Under the Incentive Plan 2000, no awards could be granted after October 3, 2009. Effective February 23, 2017, and in connection with the adoption of the 2017 Incentive Compensation Plan, the Board terminated the Company's ability to make any new equity award pursuant to the Incentive Plan 2010.

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Executive Compensation

Compensation Discussion and Analysis

          Our shared purpose at United is "Connecting People. Uniting the World." In pursuit of this purpose, our management and the Board remain focused on providing a positive travel experience for our customers throughout their journey on United. In 2018, we launched our core4 service decision framework (the "core4"), developed in partnership with our frontline employees. Our core4 principles of Safe, Caring, Dependable, and Efficient align our employees to a broad spirit of service and provide them with the tools and support they need to provide our customers with the best possible travel experience. In addition to our customers, the core4 framework shapes how we interact with each other.

          Although running a safe workplace, operation and environment for our employees and customers will always remain our top core4 priority, in 2019, we are focused on our commitment to caring customer service. The opportunity to serve our customers is more than a transaction to us. It's an interaction. We—as one United team—have embraced the opportunity to shape the culture of caring customer service, for which we want United to be known.

          In addition to our core4 and customer-focused initiatives, we are also maintaining our focus on financial and operational performance. In 2018, the Company completed the first year of its multi-year growth strategy, increasing available seat miles 4.9% compared to 2017. Our 2018 adjusted pre-tax income, which was the most heavily weighted performance metric under our 2018 annual incentive awards, exceeded the target level in our financial plan and our performance under our relative pre-tax margin awards for the 2016-2018 period reflected improvement against our industry peers. In addition to our top focus on safety, our priorities for 2019 are delivering top-tier operational reliability and customer service while continuing to execute on our financial performance goals and growth plan by strengthening our domestic network through strategic and efficient growth and investing in our people and product. We strive to provide our investors with relevant and reliable information to promote transparency regarding our financial performance projections.

          This proxy statement provides compensation information regarding the Company's principal executive officer (our CEO), each person who served as principal financial officer during 2018, and the three other most highly compensated executive officers in 2018 determined in accordance with applicable SEC disclosure rules. This CD&A section describes the 2018 compensation elements and decisions related to these "named executive officers" or "NEOs." Our 2018 named executive officers consist of:

 

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Executive Summary

          Below is a summary of our executive compensation philosophy; our 2018 incentive compensation design; certain 2018 Company highlights that are linked to our incentive compensation programs; and our consideration of our prior stockholder say-on-pay vote.

          Executive Compensation Philosophy.    Our core executive compensation philosophy continues to be based on achieving the following objectives:

The foregoing objectives are reflected in the 2018 incentive compensation program design approved by the Committee in February 2018 and summarized further below.

          2018 Incentive Compensation Design.    In designing the Annual Incentive Program ("AIP") for 2018, the Committee retained pre-tax income as the largest percentage of the 2018 AIP opportunity. In addition, the 2018 AIP awards focused on metrics that reflect the satisfaction of our customers throughout their travel experience with United. As a new feature for 2018, a portion of the AIP award opportunity was linked to United customer satisfaction ("CSAT") based on survey results, while providing the Committee with discretion to measure CSAT performance based on other factors, including consideration of third party surveys and rankings of CSAT and other related standards in the airline industry. Consistent with prior years, a portion of the AIP opportunity was indirectly linked to CSAT through use of an array of operational metrics that are strongly correlated to our customer satisfaction (on-time departures, flight completion factor and mishandled baggage ratio). The final portion of the 2018 AIP award opportunity was based on management achievements with respect to specified strategic initiatives selected to enhance management focus on key business objectives, as described below in "2018 Compensation Elements—Key Annual Compensation Components—2018 Annual Incentive Awards." An individual performance modifier opportunity was retained in the 2018 AIP design to keep emphasis on individual performance contributions. With respect to the 2018 long-term incentive program design, the Company retained focus on stock price performance and our long-term pre-tax margin performance improvement relative to our industry peers.

          Certain 2018 Company Highlights.    In addition to the specific performance metrics identified in our 2018 incentive compensation program, a key focus of our management team in 2018 was the implementation of our core4. Below are 2018 Company highlights that are directly related to our incentive program metrics and that relate to our efforts toward consistently delivering the high-quality travel experience our customers expect.

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          Consideration of Prior Say-on-Pay Vote.    A key objective of our executive compensation programs is linking the interests of our executives with the interests of our stockholders, and we place emphasis on maintaining executive compensation programs that address the concerns of our stockholders. Our "say-on-pay" proposal received approximately 97% approval from our stockholders at our 2018 annual meeting of stockholders. The Committee considers this voting result to be an endorsement of our executive pay programs and has not made any changes to the executive compensation programs directly in response to the results of the 2018 say-on-pay vote.

          The Committee considers stockholder interests and concerns relating to executive pay as it designs our executive compensation programs and implements specific compensation elements that represent what it believes to be best practices. In 2018, the Committee adopted an enhanced claw-back policy that provides the Company with the ability to recoup executive compensation in specified situations. See "Other Executive Compensation Matters—Recoupment of Earned Awards/"Claw-back" Policy" below. The Committee will continue to consider emerging compensation practices and stockholder feedback, including say-on-pay voting results, as part of its decision-making process.

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Tight Linkage between Performance and Executive Pay

          The compensation opportunities of our executives are directly tied to the performance of the Company as outlined below. The charts below show the allocation of 2018 targeted pay across base salary, annual incentives, and long-term incentives for Mr. Munoz and the other continuing named executive officers. As reflected in the charts below, the percentages of our named executive officers' target compensation represented by annual and long-term incentives that are linked to Company performance and stock price are approximately 91% for Mr. Munoz and an average of approximately 83% for our other continuing named executive officers.


CEO 2018 Target Compensation Chart

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*
This chart represents the 2018 target compensation level for Mr. Munoz as reflected under the terms of his employment agreement.

 

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Other NEO's 2018 Target Compensation Chart

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*
The chart includes pay adjustment awards for Mr. Laderman upon his election as Executive Vice President and CFO in connection with the resignation of Mr. Levy.

          We believe that the charts above demonstrate our pay-for-performance philosophy, as a significant portion of the targeted 2018 compensation opportunities are in the form of variable pay that is directly linked to Company performance and stock price. Specifically:

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Our 2018 Executive Compensation Governance Practices

          Our 2018 executive compensation policies and practices include the following features, which we believe illustrate our commitment to corporate governance "best practices" and the principles stated above:

 

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Philosophy and Objectives of Our 2018 Executive Compensation Program

          Aligning the interests of our stockholders and officers.    The elements of our 2018 executive compensation program were designed to be aligned with the interests of our stockholders by linking our incentive compensation performance metrics to key indicators of the Company's financial performance, including our pre-tax income (60% of the total target opportunity of our 2018 AIP awards) and our long-term pre-tax margin performance improvement relative to our industry peers (50% of our 2018 long-term incentive awards). All our 2018 long-term incentive awards are in the form of either Performance-Based RSUs or time-based RSUs, both of which provide a direct link to our stock price.

          Furthermore, we believe that our officers should have a meaningful financial stake in our long-term success. Our stock ownership guidelines require each of our officers to hold stock in the Company that is based on a multiple of the officer's base salary. We also have a claw-back policy, which was enhanced in 2018, that provides for recoupment of incentive compensation in specified circumstances. See "Other Executive Compensation Matters—Stock Ownership Guidelines" and "—Recoupment of Earned Awards/"Claw-back" Policy." In addition, the Company's Securities Trading Policy prohibits speculative and derivative trading and short selling with respect to our securities by all officers. The policy further prohibits pledging Company securities and hedging transactions with respect to Company securities. We believe these

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requirements, coupled with our long-term incentive program, effectively align the interests of our officers with those of our stockholders and motivate the creation of long-term stockholder value.

          Our broad-based employee incentive opportunities also are designed to further our objective of aligning the interests of our employees with those of our stockholders and customers. Our profit sharing plans provide eligible employees with incentives that are aligned with the interests of our stockholders through payout opportunities based on our annual pre-tax profit. As noted further below, our annual incentive awards to officers reward results linked to operational performance measures that are considered key indicators of customer satisfaction and provide incentives based on direct surveys of customer satisfaction. Eligible employees are also rewarded with incentives based on operational performance and direct customer satisfaction measures. We believe that these programs ensure a focus on operational performance that aligns pay with customer satisfaction, enhances our product, and ultimately drives financial performance.

          Linking executive pay to performance.    We believe our compensation programs create strong incentives to align our management's performance to the successful execution of our strategic plan, as well as longer term stockholder value creation. For 2018, in furtherance of the core4 initiatives, the Committee adjusted the AIP design to include a portion of the award (15% of the target opportunity) directly linked to the customer experience at United. This was accomplished by including performance measured by results derived from United internal customer surveys while providing the Committee with discretion also to consider external publications measuring customer satisfaction in the airline industry. Another portion of the AIP award (15% of the target opportunity) measured performance based on an array of operational metrics that are strongly correlated to customer satisfaction (on-time departures, flight completion factor and mishandled baggage ratio). In addition to the customer satisfaction metrics, our 2018 incentive awards are directly tied to other Company performance metrics that we believe are appropriate measures of our success and that will lead to value for our stockholders, including annual pre-tax income; long-term pre-tax margin performance improvement (measured on a relative basis versus our industry peers); stock price performance; and specified strategic initiatives designed to enhance management focus on key corporate objectives. The 2018 long-term incentive structure is equally divided between the pre-tax margin performance-based awards and time vested awards, which provides stability and retentive features to the program while also delivering a significant portion of compensation in the form of at-risk compensation as the value of the time-based RSUs fluctuates based on the Company's stock price performance.

          Attracting, retaining and appropriately rewarding our management in line with market practices.    We seek to attract world-class executives and to retain our existing executives by setting our compensation and benefits at competitive levels relative to companies of similar size, scope and complexity. Because we believe that our management team has skills that are transferrable across industries, and because we recruit for talent both within the airline industry and also from a broad spectrum of leading businesses, we compare the overall compensation levels of our officers with the compensation provided to officers of a benchmarking peer group, as discussed in further detail in "Compensation Process and Oversight—Benchmarking" below. Compensation decisions are also considered and balanced in light of responsibility levels within the organization.

          The Committee places a strong emphasis on reviewing and, as appropriate, adjusting executive officer compensation packages based on market conditions and other factors specific to the individual. Internal pay parity also continues to be an important factor in setting officer compensation, particularly target percentage opportunity levels. The 2018 AIP awards include an individual performance modifier to allow the Committee to provide greater rewards and accountability based on individual performance. Compensation and promotion opportunities also take into account each individual's unique skills and capabilities, long-term leadership potential, performance and historic pay levels, and the overall scope of responsibilities.

 

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Compensation Process and Oversight

          The Committee maintains a chart of work that outlines the annual calendar of activities to implement the Committee's responsibilities set forth in the Committee charter. The Committee executes its responsibilities, including actions related to compensation of the named executive officers, with guidance from an independent compensation consultant and analysis and support provided by management. The narrative below describes the processes related to executive compensation matters. The Committee makes all final decisions regarding the executive compensation program design, performance goals, and the compensation levels of the Company's executive officers following its review and consideration of all recommendations and data it deems appropriate.

          Independent Compensation Consultant.    During 2018, final executive compensation decisions with respect to the named executive officers were made by the Committee with input from Exequity, the Committee's independent compensation consultant. Exequity provides the Committee with background materials, including preparation of the benchmarking study described below, and participates in Committee meetings to support the Committee's executive compensation decision-making process and to respond to questions. Exequity also assists the Committee in performing an annual compensation risk assessment of the Company's compensation programs. Exequity reports directly to the Committee, and the Committee has the sole authority to retain and terminate Exequity and to review and approve Exequity's fees and other retention terms. The Committee has adopted an "Independent Executive Compensation Consultant Conflict of Interest Policy" pursuant to which Exequity is required to provide the Committee with regular reports on any work that it performs for the Company. During 2018, Exequity did not perform any work on behalf of the Company other than the executive compensation services provided to the Committee and Board compensation services provided to the Nominating/Governance Committee. For additional information concerning the Committee, including its authority and the independent compensation consultant policy, see "Corporate Governance—Committees of the Board—Compensation Committee" above. The Committee has assessed the independence of Exequity pursuant to SEC rules and concluded that Exequity's work for the Committee does not raise any conflicts of interest.

          Management Analysis and Support.    The CEO attends Committee meetings and provides input to the Committee with respect to compensation of the management team other than the CEO, including input and recommendations regarding individual performance assessments with respect to payments under the AIP. The Company's Executive Vice President, Human Resources & Labor Relations and members of the human resources team prepare background and supporting materials for Committee meetings. As appropriate, the CFO and other members of the Company's management team participate in discussions with the Committee relating to the Company's financial plan, customer centricity initiatives and results, operational performance, strategic initiatives, and proposed performance goals under the executive compensation program. Members of the Company's internal audit group provide special reports to the Committee outlining the review of procedures and calculations relating to the degree of achievement of performance goals and payout of incentives for completed performance periods. Management's annual planning process involves preparation of annual financial forecasts, capital expenditure budgets, and the Company's annual business plan. Based on the Company's 2018 planning process and the financial budget approved by the Board, management developed and proposed performance targets under the 2018 incentive compensation programs. Exequity reviewed these proposals in light of compensation trends, benchmarking and compensation risk factors and provided guidance to the Committee. The Committee made all final decisions regarding the 2018 executive compensation program design, performance goals, and the compensation levels of the Company's executive officers, including base salary and incentive award opportunities, following its review and consideration of all recommendations and data it deemed appropriate. The Committee regularly holds executive sessions to discuss executive compensation practices without members of management present.

          Benchmarking.    We recruit and we compete to retain executives not only from within the airline industry, but also from across a broad spectrum of leading businesses. In preparation for the Committee's annual compensation decision process, Exequity conducts an analysis of United's compensation levels in comparison to pay levels among companies in a custom peer group to help identify the competitive

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positioning of United's executive pay. The analysis covers United's Section 16 reporting officers and compares United's positions to peer company benchmarks in terms of: base pay; target annual bonus opportunity; target total cash (base pay plus target annual incentive); long-term incentives; and target total direct compensation (target cash plus long-term incentives).

          The Committee believes that the airline industry does not have a sufficient number of size-relevant peers to identify reliable ranges of competitive market pay for our top executive talent. Accordingly, our benchmarking peer group represents a cross section of the relevant airline peers and comparably sized companies in general industry that the Committee believes are representative of the competitive talent market for United. Where relevant and reliable pay information is available from operationally comparable airline companies beyond the primary airline peers included in the overall peer group, we reference that information in addition to the pay information for the full peer set. The following factors are considered in identifying the most appropriate peer companies for compensation benchmarking purposes: the largest U.S.-based airlines that are the most relevant competitors for executive talent (American, Delta, and Southwest); well-run companies in general industry, with a focus on aerospace and transportation companies; and operationally comparable companies of similar revenue size (i.e., 0.5-2.0 times the Company's revenues) that serve as a geographic competitor for executive talent. For 2018 compensation decisions, following review and discussion, the Committee removed Lockheed Martin Corporation and United Technologies Corporation from the peer group. These companies were replaced by Carnival Corporation and Marriott International, Inc., thus reducing some focus on aerospace/defense companies in favor of customer-service oriented companies in the travel and hospitality industry. Johnson Controls, Inc. also was removed from the peer group for 2018 decisions since it is no longer a U.S.-based company following its merger with Tyco International. The competitive benchmarking analysis presented to the Committee in December 2017, in advance of the February 2018 compensation decisions, included the 17 comparator companies noted below.

3M Company

 

General Dynamics Corporation

American Airlines Group Inc.

 

Honeywell International Inc.

The Boeing Company

 

Marriott International,  Inc.

Carnival Corporation

 

Northrop Grumman Corporation

Caterpillar Inc.

 

Raytheon Company

Cummins Inc.

 

Southwest Airlines Co.

Deere & Company

 

Union Pacific Corporation

Delta Air Lines,  Inc.

 

United Parcel Service,  Inc.

FedEx Corporation

   

          Exequity utilized two pay data sources to determine the competitive position of United's pay relative to the peer group: (i) publicly disclosed pay information from the peer companies' most recent proxy statements (in most cases, the 2017 proxy statement, reflecting 2016 pay data) was used for pay comparisons involving the named executive officers and (ii) private survey compensation data was used for positions below the named executive officer level. In this proxy review, the 17 companies in the peer group had median annual revenue of approximately $30.1 billion and the Company's 2017 annual revenue at the time of the review was estimated at approximately $37.5 billion, which ranked at the 62nd percentile of the peer group. The fact that United's revenue base was above the median was balanced by its position at the low-end of the group's market capitalization. The Compensation Committee considers the comparisons of the named executive officers' pay against publicly disclosed pay data from the peers on both a size-adjusted basis and without size adjustment. The private survey benchmarking review considered information from Equilar's Executive Compensation Survey, which provides information for top executive roles at each of the participating peer companies. Within the United's peer group, 12 of the 17 peer companies participated in the Equilar survey, with median annual revenue of approximately $28.4 billion. As an additional point of reference for all executives, size-adjusted medians, as well as medians without size adjustment, for companies in general industry were also provided to the Committee based on survey data from the Willis Towers Watson's 2017 CDB General Industry Executive Compensation Survey-U.S.

          We compare total compensation opportunities for our executives to the market median (50th percentile) of our peer group. The Compensation Committee references both the size-adjusted median

 

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pay levels among the peers and the raw medians. The size-adjusted medians are derived by regressing peer group compensation based on revenue size relative to United's estimated revenues of $37.5 billion, to ensure that the peer pay levels are appropriately indexed to United in terms of relative revenues. Total target compensation for our benchmarking purposes means the sum of base salary, annual cash incentive target, and long-term incentive targeted grant values. As is customary in these types of pay studies, retirement benefits were not included in the benchmark comparison. The Exequity benchmarking process compares the Company's executive pay by position in comparison to the most similarly situated executive roles among the peer organizations. Data availability is greater for the CEO and CFO positions, and pay comparisons for these roles were made solely against the CEO and CFO positions among the peer companies. For named executive officers without a direct benchmark role comparison, Exequity considered matching roles based on pay rank within the proxy and with reference to other officer positions to extrapolate pay trajectories across roles. The pay study review with the Committee includes specific discussion and consideration of the compensation packages provided at the airline peers, with primary focus on the size-relevant airlines (Delta and American).

          The compensation information for our peer group is one factor utilized in setting total compensation for our executives. The Committee balances the benchmarking results with additional factors, such as each executive's experience, knowledge, skills, roles, and contributions to the Company, as well as consideration for internal pay parity among our executives. In selected cases in which relevant pay information for a specific role is available from our primary airline peers (Delta and American), we reference that data as a supplemental benchmarking input, in addition to the combined data from the full peer set. The Committee reviews all of these relevant factors, but does not apply a specific weighting to the various factors. In addition, in the case of executives who are recruited to join the Company, the Committee references the executive's pay at his or her prior employer to facilitate recruitment of top caliber executives.

          Tally Sheets.    Comprehensive tally sheets covering each of the Company's Section 16 reporting officers are provided to the Committee annually in advance of the meeting at which incentive compensation performance targets and award level opportunities are set and at which compensation levels and annual incentive awards are considered and decisions are made. The tally sheets provide a summary for each executive of total targeted and actual compensation levels over a multi-year period, an accumulated summary of outstanding awards, and estimated total payments under alternative separation scenarios. These tally sheets allow the Committee to make prospective pay decisions that are informed by compensation opportunities and earnings for past periods.

2018 Compensation Components

          The section and table below summarize the key components of our 2018 executive compensation programs. Detailed descriptions of these components appear below the table.

          2018 NEO Compensation Review Process.    The 2018 salary and incentive compensation award levels were considered and approved by the Committee through the compensation process described above, with reference to the benchmarking data prepared by and reviewed with Exequity and with consideration of internal pay parity. The Committee considered the benchmarking review presented in December 2017 and no changes were made to the annual target compensation levels for Messrs. Munoz, Kirby, G. Hart, B. Hart, or Mr. Levy as compared to their compensation levels in effect at year-end 2017.

          Mr. Levy resigned from the Company effective May 14, 2018. The Board of Directors of the Company elected Mr. Laderman as Senior Vice President and acting CFO on May 16, 2018. On May 24, 2018, the Compensation Committee approved an additional cash payment to Mr. Laderman of $50,000 per month throughout the period of his service as acting CFO (May 16, 2018 through August 20, 2018). In setting the interim supplemental pay for Mr. Laderman, the Committee considered the compensation paid to him during his prior service as acting CFO and the regular target rate of pay for Mr. Laderman and for

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Mr. Levy at the time of his resignation. On August 20, 2018, the Committee approved compensation for Mr. Laderman that became effective August 21, 2018 upon his election by the Board to serve as Executive Vice President and CFO. Mr. Laderman's base salary, annual and long-term incentive opportunities were increased in recognition of his increased responsibilities and in consideration of benchmarking data, including the peer group median CFO pay, compensation for the CFO role at the Company's airline peers (American, Delta, and Southwest), and in consideration of internal compensation parity. Exequity assisted in the review of the interim pay and compensation adjustments for Mr. Laderman related to his appointment to the role of Executive Vice President and CFO.

          The table below sets forth the key components of United's 2018 executive compensation programs as approved by the Committee in February 2018.

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          Base Salary.    Base salary levels are set in light of competitive practices among our peer companies and our primary airline peers, to reflect the responsibilities of each executive in the Company, in consideration of internal pay equity, and to balance fixed and variable compensation levels. As discussed above, the 2018 base salary levels approved for Messrs. Munoz, Kirby, G. Hart, B. Hart and Levy were unchanged from the level in effect at year-end 2017 and Mr. Laderman's base salary was considered and increased effective August 21, 2018 in connection with his appointment to serve as Executive Vice President and CFO.

          The 2018 annual base salary levels for the named executive officers were as follows: Mr. Munoz—$1,250,000; Mr. Kirby—$875,000; Mr. G. Hart—$850,000; Mr. B. Hart—$775,000; Mr. Laderman—$510,000 (January 1, 2018-August 20, 2018) and $700,000 (August 21, 2018-December 31, 2018); and Mr. Levy—$675,000.

          2018 Annual Incentive Awards.    The AIP award levels are set in light of competitive practices among our peer companies and our primary airline peers, to reflect the responsibilities of each executive in

 

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the Company, and in consideration of internal pay equity. The graphic below outlines the key elements of the 2018 annual incentive awards.

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          In 2018, the named executive officers participated in the AIP, an annual cash incentive plan adopted pursuant to the Company's 2017 Incentive Compensation Plan. In order for a payment to be made under the 2018 AIP, (i) the Company's 2018 pre-tax income must meet or exceed the entry level pre-tax income established by the Committee and (ii) a payment must have been made (or will be made) under the Company's broad-based profit sharing plans for employees for such fiscal year. If either of these conditions is not satisfied, no payments are made under the AIP. As a risk mitigation factor, payment also requires that the Company must have an adequate level of unrestricted cash at the end of the performance period, as determined by the Committee. The 2018 AIP awards permit the exercise of negative discretion by the Committee to reduce award payments. The 2018 AIP awards also include an individual performance modifier through which the Committee can adjust the AIP award payment based on individual performance considerations. The Committee has the ability to exercise discretion to reduce the payment by up to 100% or to increase the payment by up to 50%.

          Under the AIP, "pre-tax income" means, with respect to a fiscal year, the aggregated consolidated net income adjusted to exclude reported income taxes of the Company as shown on the Company's consolidated financial statements for such year, but calculated excluding any special, unusual or non-recurring items as determined by the Committee in accordance with applicable accounting rules.(1) For 2018, the AIP design included a fuel price adjustment feature. Under this design, the Company's pre-tax income level achieved under the AIP awards would be adjusted if and solely to the extent that the Company's actual 2018 fuel prices varied by more than 5% as compared to the February 2018 fuel prices included in the financial model used to establish the pre-tax income goals. The Company's actual full year 2018 fuel prices were 10.3% higher than the forecast, resulting in a pre-tax income adjustment under the 2018 AIP.

          2018 Goal Structure.    The 2018 award opportunities under the AIP were based on an individual award opportunity granted to each participant, with an entry payout equal to 50% of the target opportunity, target payout equal to 100% of the target opportunity, and stretch payout equal to 200% of the target opportunity, and the opportunity to earn up to 300% of the target opportunity after the application of the individual performance modifier. The target award opportunity was allocated so that (1) 60% of the target

   


(1)  See "Note 14—Special Charges" of the Combined Notes to Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" in the 2018 Form 10-K for information on the special charges included in the 2018 calculations.

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opportunity was based on pre-tax income performance goals, (2) 15% of the target opportunity was based on the customer satisfaction results on United passenger surveys, with Committee discretion to consider customer satisfaction based on external surveys related to the airline industry, (3) 15% of the target opportunity was based on the achievement of operational performance goals that are strongly correlated with customer satisfaction results, and (4) 10% of the target opportunity was based on the achievement of key strategic initiatives across the Company. The operational performance goals were on-time departures, flight completion factor, and mishandled baggage ratio.

          NEO 2018 Target Opportunities.    The 2018 AIP individual target level opportunities for each of the named executive officers were expressed as a percentage of the executives' base salary earned during the year as follows: Mr. Munoz—200%; Mr. Kirby—125%; Mr. G. Hart—106%; Mr. B. Hart—106%; Mr. Laderman—110% (January 1, 2018-August 20, 2018) and 106% (August 21, 2018-December 31, 2018); and Mr. Levy—100%. As discussed above, the 2018 AIP target opportunities for Messrs. Munoz, Kirby, G. Hart, B. Hart, and Levy remain unchanged from the 2017 award levels. In connection with the Committee's review of Mr. Laderman's total target compensation levels upon his appointment as EVP and CFO, Mr. Laderman's overall 2018 AIP opportunity was increased as a result of his increased base salary. Mr. Laderman's AIP percentage of base salary was reduced in recognition of the increased base salary rate and in consideration of providing internal pay parity with other executive officers. Mr. Levy forfeited his award upon his resignation from the Company. See "—2018 NEO Compensation Review Process" and "—Base Salary" above. See also "Compensation Process and Oversight" and "—Key Annual Compensation Components" above.

 

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          2018 Performance Results.    Our 2018 pre-tax income was $2.66 billion, and we achieved pre-tax income of $3.59 billion as measured under the AIP and our profit sharing plans and adjusted for special charges. This performance represents achievement between the target and stretch levels (187% of target) with respect to the 2018 AIP pre-tax income financial performance goal. As required for payment under the AIP, eligible employees received payments for 2018 pursuant to the Company's profit sharing plans. With respect to the direct customer satisfaction metric, the Committee determined that the Company had not yet achieved the desired levels of customer satisfaction and no amount was earned with respect to this portion of the 2018 AIP. With respect to the operational performance goals (on-time departures, flight completion factor, and mishandled baggage ratio), the Company's combined performance resulted in achievement between entry and target level (approximately 67% of target). With respect to the strategic initiatives, the Committee determined, based on its assessment of progress throughout the year, that management's performance with respect to these goals achieved the target level (100% of target).

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          The combined 2018 performance relating to pre-tax income, customer satisfaction, operational goals and strategic initiatives resulted in achievement at 132.34% of the total target opportunity level under the AIP. In reviewing the 2018 AIP results, including its ability to exercise negative discretion and to apply an individual modifier, the Committee considered management's contributions toward the Company's overall 2018 performance and responses to challenges throughout the year. Examples of 2018 performance factors considered by the Committee include progress toward the Company's growth plan, success in overcoming fuel price increases, progress toward closing the margin gap versus industry peers, coordination within the management team, efforts and focus on United's ongoing commitment to improving the customer experience, and overall progress toward executing the Company's business objectives. The Committee, with input and recommendations from Mr. Munoz, considered individual performance during 2018 and, based on its holistic assessment of individual performance, the Committee applied individual performance modifiers ranging from 115% to 120% for the named executive officers. In prior years, the Committee has provided a broader range of adjustments through the individual performance modifier. Based on 2018 exceptional individual performance and collaboration across the executive team, the Committee determined that the applied levels of individual performance modifiers were appropriate. Payments under the AIP are included in the 2018 Summary Compensation Table under the column captioned "Non-Equity Incentive Plan Compensation." The named executive officers are not eligible to receive payments under our profit sharing plans.

          2018 Long-Term Incentive Awards.    The graphic below outlines the key elements of the 2018 long-term incentive awards.

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          For 2018, the long-term incentive target opportunity was equally divided between the following two awards:

          The total target long-term incentive opportunities of the named executive officers, other than Mr. Laderman, remain unchanged from the levels in effect at year-end 2017. Mr. Laderman's total compensation package, including his long-term incentive opportunity, was adjusted in August 2018 in connection with his appointment to serve as EVP and CFO. See "—Key Annual Compensation Components" above.

          For the named executive officers (other than Mr. Laderman), the 2018 total long-term incentive target level opportunities were as follows: Mr. Munoz—$10,500,000; Mr. Kirby—$5,468,750; Mr. G. Hart—$2,550,000; Mr. B. Hart—$2,325,000; and Mr. Levy—$2,261,250. Mr. Munoz's total target long-term incentive opportunity was established under the terms of his employment agreement in December 2015. For officers other than Mr. Munoz, the 2018 long-term incentive target level opportunities were considered by the Committee both in target dollars as well as based on a percentage of base salary and were established with reference to median peer practices as set forth in the benchmarking analysis conducted by Exequity and

 

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discussed with the Committee. Expressed as a percentage of the executives' base salary, the target opportunities were as follows: Mr. Kirby—625%; Mr. G. Hart—300%; Mr. B. Hart—300%; and Mr. Levy—335%. Mr. Levy forfeited all his 2018 awards when he resigned from the Company. In February 2018, Mr. Laderman received 2018 long-term incentive awards with a target opportunity of $1,020,000. In connection with Mr. Laderman's appointment as EVP and CFO in August 2018, the Committee approved an annual long-term incentive opportunity calculated as 300% of his base salary and granted Mr. Laderman pro-rated long-term incentive awards with an incremental target level opportunity of $393,534.

          All the 2018 long-term incentives are linked to the Company's stock price performance.

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          Settlement of Long-term Incentives for the 2016-2018 Performance Period.    The long-term incentive awards granted in 2016 divided the target opportunity into one-third increments including Performance-Based RSUs based on relative pre-tax margin performance, Performance-Based RSUs based on ROIC performance, and time-vested restricted stock. Settlement of the 2016 Performance-Based RSUs is described below.

 

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Preview of 2019 Incentive Compensation Design

2018   2019

Annual Incentive Program

 

Annual Incentive Program

Pre-tax income (60%)

 

Pre-tax income (60%)

Operational goals (15%)*
measured by on-time departures, flight completion factor, and mishandled baggage ratio

 

Operational goal (15%)*
measured by #1 in on-time departures compared to peers (American, Delta, and Southwest) (NEW)

Customer Satisfaction (15%)
measured by internal surveys and in consideration of published external rankings

 

Customer Satisfaction (15%)
measured by internal surveys and in consideration of published external rankings

Strategic initiatives (10%)

 

Net Promoter Score (10%) (NEW)

Long-term Incentive Program

 

Long-term Incentive Program

Performance-Based RSUs—Relative Pre-tax Margin (50%)
(cash-settled)

 

Performance-Based RSUs—Relative Pre-tax Margin (50%)
(stock-settled) (NEW)

RSUs (time-vested) (50%)
(stock-settled)

 

RSUs (time-vested) (50%)
(stock-settled)

          *Operational metrics included in the AIP are strongly correlated to customer satisfaction.

          Performance related to our net promoter score or "NPS" has been added to our 2019 AIP design to support our customer-centric commitment. NPS is a survey tool that evaluates the loyalty of customers to a firm or brand. For 2019, the Committee will have discretion to evaluate performance based on internal and external NPS measures.

Other Compensation Components

          Severance Benefits.    We maintain standardized severance benefits for our officers. These benefits are set forth in severance plans applicable by officer level or, in the case of our CEO, through his employment agreement. We previously eliminated employment agreements for all officers other than our CEO. The Company maintains the Executive Severance Plan, which provides severance benefits to our EVPs in connection with termination events. The severance and post-employment benefits provided under the Executive Severance Plan are consistent with the level of benefits that were provided to EVP-level officers of the Company under the terms of the employment agreements which were in effect prior to October 2014.

          Based on the advice of Exequity, we believe that our severance benefits are competitive with typical practices and that they provide appropriate levels of compensation and terms and conditions related to executive separations. Further, we believe that these arrangements are an important component of our compensation packages in terms of attracting and retaining top caliber talent in senior leadership roles and in defining terms and conditions of executive separation events. See "Potential Payments upon Termination or

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Change in Control" below for a discussion and estimate of the potential compensation and benefits provided pursuant to these arrangements.

          Retirement Benefits.    The Company maintains a tax qualified 401(k) plan and an excess 401(k) cash direct and cash match program for management and administrative employees, including the named executive officers. We believe these benefits encourage retention and are part of delivering an overall competitive pay package necessary to recruit and retain talented executives.

          Perquisites.    We offer our named executive officers certain perquisites that we believe are generally consistent with those provided to executives at similar levels at companies within the airline industry and general industry groups. We believe that providing certain benefits to our executives, rather than cash, enhances retention, results in a cost savings to the Company, and strengthens our relationships with our executives. For example, travel privileges on United flights provide the opportunity to become familiar with our network, product and locations and to interact with customers and employees. The incremental cost to the Company of providing such flight benefits is minimal, while we believe the value of these benefits to the named executive officers is perceived by them to be high. Consistent with historic practice and the travel policies at other airlines, the Company provides tax indemnification on the travel benefits provided to active and certain former officers. The Company has eliminated tax indemnification for post-separation perquisites provided to officers who were not officers as of the date the policy was adopted. The tax indemnification provided to each of the named executive officers is subject to an annual limit. Other benefits are primarily linked to maintaining the health of our executives and to financial and tax planning and assistance. Please refer to the "All Other Compensation" column of the "2018 Summary Compensation Table" and the footnotes thereto for additional information regarding perquisites.

Other Executive Compensation Matters

          Recoupment of Earned Awards/"Claw-back" Policy.    In 2018, the Committee adopted an enhanced claw-back policy applicable to annual and long-term incentive compensation of covered executives upon specified triggering events. The revised claw-back policy provides the Committee with discretion to require the return, repayment or forfeiture of any annual or long-term incentive compensation payment or award to a covered executive if the Committee determines that a covered executive engaged in misconduct that resulted in a material violation of (i) federal or state law that caused a material adverse impact to the Company's financial statements or reputation or (ii) the Company's Code of Ethics and Business Conduct that caused a material adverse impact to the Company's financial statements or reputation. All our NEOs, as well as any other "executive officer" as defined under Rule 3b-7 under the Exchange Act are covered by the enhanced claw-back policy. The policy includes a three-year look back period from the time of a triggering event. In addition, all our annual and long-term incentive award programs include claw-back provisions requiring the return of incentive payments in financial restatement situations to the extent necessary to comply with applicable law including, without limitation, the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any SEC rule.

          Stock Ownership Guidelines.    The Committee has approved stock ownership guidelines for our officers. The guidelines encourage our officers, including each of the named executive officers, to hold shares of Common Stock or equity-based awards with a fair market value that equals or exceeds a multiple of the executive's base salary. Currently, the CEO level stock ownership target is six times base salary, the President level stock ownership guideline is four times base salary, the EVP level stock ownership target is three times base salary, the SVP stock ownership target is two times base salary, and the VP stock ownership target is one times base salary. For purposes of determining whether an officer satisfies the stock ownership guidelines, restricted shares and stock-settled and time-vested RSUs are included in total stock holdings, while cash-settled RSUs do not count toward the total stock holdings. A newly hired or promoted officer has five years to achieve the stock ownership targets set forth in the guidelines. The Committee reviews equity ownership at least annually. Once an officer is determined to be in compliance with the stock ownership guidelines, he or she will be considered in compliance until such time as he or she sells or otherwise disposes of any his or her shares of Common Stock. Following any such sale or disposition, the Committee

 

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will reevaluate the officer's compliance with the stock ownership guidelines at the next annual evaluation date. If an officer has not achieved the target ownership level, then the officer is required to hold 50% of the net shares issued upon vesting of restricted stock or RSUs until the officer achieves the target ownership level. As of April 1, 2019, all our named executive officers were in compliance with the guidelines. We also maintain stock ownership guidelines that apply to our non-employee directors, which are described below in "2018 Director Compensation."

          Securities Trading Policy.    Our securities trading policy prohibits speculative and derivative trading and short selling with respect to our securities by all officers and directors. Our securities trading policy prohibits pledging and hedging Company securities by our officers and directors.

Compensation Committee Report

          We have reviewed and discussed the CD&A with management. Based on such review and discussions, we recommended to the Board that the CD&A be included in this proxy statement and the 2018 Form 10-K.

    Respectfully submitted,*
James A. C. Kennedy, Chairman
Michele J. Hooper
Edward L. Shapiro
James M. Whitehurst

   


*    Excludes Mr. Nuti who was not in attendance at the Committee meeting during the discussion of the CD&A.

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2018 Summary Compensation Table

          The following table provides information regarding the Company's principal executive officer (Mr. Munoz), principal financial officer (Mr. Laderman), and the three other most highly compensated executive officers in 2018 who were serving at year-end (Messrs. Kirby, G. Hart and B. Hart), determined in accordance with applicable SEC disclosure rules. The table also provides information regarding the Company's prior principal financial officer (Mr. Levy) who resigned from the Company in May 2018. The table provides information for 2018 and, to the extent required by applicable SEC disclosure rules, 2017 and 2016.

Name and Principal
Position



Year

Salary
($)


Bonus
($)(1)


Stock
Awards
($)(2)



Option
Awards
($)



Non-Equity
Incentive
Plan
Compensation
($)(3)









Change in
Pension
Value
($)




All Other
Compensation
($)(5)



Total
($)

Oscar Munoz

 
2018
 
1,250,000
 
 
5,250,024
 
 
3,804,775
   
 
189,033
 
10,493,832

Chief Executive

  2017   1,250,000     7,838,135           472,999   9,561,134

Officer

  2016   1,193,909     13,776,729     3,374,334       375,576   18,720,548

J. Scott Kirby

  2018   875,000     2,734,433     1,664,589       185,392   5,459,414

President

  2017   875,000     4,082,366     928,069       222,183   6,107,618

  2016   301,763     1,251,913   5,000,019   528,750       80,570   7,163,015

Gregory L. Hart

  2018   850,000     1,275,037     1,371,241     (4) 224,539   3,720,817

Executive Vice

                                     

President and Chief

                                     

Operations Officer

                                     

Brett J. Hart

  2018   775,000     1,162,514     1,304,608       157,457   3,399,579

Executive Vice

  2017   747,500     2,487,539   750,007   1,064,817       160,009   5,209,872

President and Chief

  2016   715,000   740,909   2,052,978     1,170,319       182,120   4,861,326

Administrative

                                     

Officer