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Elect the directors named in this proxy statement
|
| ||
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Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021
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| ||
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Consider an advisory vote to approve the compensation of the Company’s named executive officers
|
| ||
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Approve the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan
|
| ||
|
|
Approve and adopt an amendment and restatement of the Company’s certificate of incorporation to preserve certain tax benefits
|
| ||
|
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Approve the Company’s Tax Benefits Preservation Plan
|
| ||
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Act on two stockholder proposals, if properly presented before the meeting
|
| ||
|
|
Act on any other matters that may be properly brought before the meeting
|
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Proxy Voting
Even if you plan to attend the virtual Annual Meeting, 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 virtually and want to revoke your proxy, you may do so as described in the attached proxy statement and vote during the Annual Meeting 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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2021 Proxy Statement
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1
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2
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2021 Proxy Statement
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Proposals
|
| |
Board
Recommendation |
| |
Page Number for
Additional Information |
| |||
|
1.
|
| |
Election of directors named in this proxy statement
|
| |
FOR each of the
nominees |
| | | |
|
2.
|
| |
Ratification of the appointment of the independent registered public accounting firm for 2021
|
| |
FOR
|
| | | |
|
3.
|
| |
Advisory vote to approve the compensation of the Company’s named executive officers
|
| |
FOR
|
| | | |
|
4.
|
| |
Approve the United Airlines Holdings, Inc. 2021 Incentive Compensation Plan
|
| |
FOR
|
| | | |
|
5.
|
| |
Approve and adopt an amendment and restatement of the Company’s certificate of incorporation to preserve certain tax benefits
|
| |
FOR
|
| | | |
|
6.
|
| |
Approve the Company’s Tax Benefits Preservation Plan
|
| |
FOR
|
| | | |
|
7.
|
| |
Stockholder proposal regarding disclosure of political spending
|
| |
AGAINST
|
| | | |
|
8.
|
| |
Stockholder proposal regarding a report on climate-related lobbying activities
|
| |
AGAINST
|
| | |
|
•
Since the beginning of the COVID-19 crisis, through year-end 2020, raised over $26.0 billion in liquidity and ended 2020 with $19.7 billion in available liquidity(1), including undrawn revolver capacity and funds available under the Coronavirus, Aid, Relief, and Economic Security Act (“CARES Act”) loan program from the United States Department of the Treasury (“U.S. Treasury”)
•
Completed $3.0 billion Enhanced Equipment Trust Certificate (EETC) transaction; the largest deal of this type in aviation history
|
| |
•
First airline to safely transport the first delivery of Pfizer and BioNTech’s COVID-19 vaccine into the U.S.
•
Through a combination of cargo-only flights and passenger flights, United has transported more than 401 million pounds of freight, which includes 87 million pounds of vital shipments, such as COVID-19 vaccines, medical kits, personal protective equipment, pharmaceuticals, and medical equipment, and more than 3.4 million pounds of military mail and packages
|
| |
•
Only airline to work with the Defense Advanced Research Projects Agency (DARPA), U.S. Transportation Command (USTRANSCOM) and Air Mobility Command (AMC) to study how effectively the unique airflow configuration on board an aircraft can prevent the spread of aerosolized particles among passengers and crew
•
Began working with the Centers for Disease Control (CDC) on the first contact tracing initiative for all international and domestic flights
|
|
|
2021 Proxy Statement
|
| |
|
| |
3
|
|
|
•
First U.S. airline to leverage its loyalty program, MileagePlus®, as collateral for a $6.8 billion loan
•
Identified $1.4 billion of annual cost savings, with a path to achieve at least $2.0 billion in structural reductions moving forward
•
Announced signing of “The Board Challenge” and committed to adding a second Black board member to the Board of Directors, which we did in February 2021
|
| |
•
Reduced core cash burn(2) from $38.0 million in the second quarter of 2020 to $19.0 million by the end of the fourth quarter of 2020
•
Recognized for the fifth consecutive year as a top-scoring company and best place to work for disability inclusion with a perfect score of 100 on the 2020 Disability Equality Index (DEI), and received a perfect score of 100%, for the ninth consecutive year, on the 2020 Corporate Equality Index, a premier benchmarking survey and report on corporate policies and practices related to LGBTQ+ workplace equality, administered by the Human Rights Campaign Foundation
|
| |
•
Launched United CleanPlusSM to reinforce the Company’s commitment to putting health and safety at the forefront of the entire customer experience, with the goal of delivering an industry-leading standard of cleanliness, including partnerships with Clorox and experts from the Cleveland Clinic
•
Pledged to be 100% green by reducing greenhouse gas emissions 100% by 2050 without relying on traditional carbon offsets and by investing in innovative technologies like Direct Carbon Capture
|
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4
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| |
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| |
2021 Proxy Statement
|
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|
2021 Proxy Statement
|
| |
|
| |
5
|
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|
6
|
| |
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| |
2021 Proxy Statement
|
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2021 Proxy Statement
|
| |
|
| |
7
|
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8
|
| |
|
| |
2021 Proxy Statement
|
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|
Tenure
|
| |
Age
|
| |
Diversity
|
|
|
|
| |
|
| |
|
|
|
10 of 13 Director Nominees are independent
(including 10 of 11 Director Nominees to be elected by holders of our Common Stock) |
|
|
2021 Proxy Statement
|
| |
|
| |
9
|
|
|
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 | | |
69
|
| |
2010
|
| | Former VP and General Manager, The Boeing Company | | | | | 2 | | | |
✓
|
| |
•
Finance Committee (Chair)
•
Compensation
•
Executive Committee
|
|
| Barney Harford | | |
49
|
| |
2016
|
| |
Former Chief Operating Officer, Uber Technologies, Inc.
|
| | | | — | | | |
✓
|
| |
•
Audit
•
Finance
•
Public Responsibility
|
|
| Michele J. Hooper | | |
69
|
| |
2018
|
| |
President and CEO, The Directors’ Council
|
| | | | 2 | | | |
✓
|
| |
•
Audit (Chair)
•
Executive
•
Nominating/Governance
|
|
| Walter Isaacson | | |
68
|
| |
2006
|
| |
Advisory Partner, Perella Weinberg Partners
|
| | | | — | | | |
✓
|
| |
•
Public Responsibility (Chair)
•
Executive
•
Nominating/Governance
|
|
| James A. C. Kennedy | | |
67
|
| |
2016
|
| |
Former President and CEO, T. Rowe
Price Group, Inc. |
| | | | 1 | | | |
✓
|
| |
•
Compensation
•
Finance
|
|
| J. Scott Kirby | | |
53
|
| |
2020
|
| | CEO, United Airlines Holdings, Inc. | | | | | — | | | |
CEO
|
| |
•
Executive
•
Finance
|
|
| Edward M. Philip | | |
55
|
| |
2016
|
| | Former COO, Partners in Health | | | | | 3 | | | |
✓
|
| |
•
Nominating/Governance (Chair)
•
Audit
•
Executive
|
|
| Edward L. Shapiro | | |
56
|
| |
2016
|
| | Former Managing Partner, PAR Capital Management, Inc. | | | | | — | | | |
✓
|
| |
•
Finance
•
Nominating/Governance
•
Public Responsibility
|
|
| David J. Vitale | | |
74
|
| |
2006
|
| |
Former Chairman, Urban Partnership Bank
|
| | | | — | | | |
✓
|
| |
•
Audit
•
Compensation
•
Finance
|
|
| Laysha Ward | | |
53
|
| |
2021
|
| |
Executive Vice President, Chief
External Engagement Officer, Target Corporation |
| | | | 1 | | | |
✓
|
| | None | |
| James M. Whitehurst | | |
53
|
| |
2016
|
| |
President, International Business Machines Corporation
|
| | | | — | | | |
✓
|
| |
•
Compensation (Chair)
•
Executive
•
Nominating/Governance
|
|
| Directors to be Elected by the Holders of Other Classes of Stock | | | | | | | | | | | | | | |||||||||
| Todd M. Insler | | |
52
|
| |
2016
|
| |
Master Executive Council Chairman,
United Airline Pilots Master Executive Council of ALPA |
| | | | — | | | | | | |
•
Public Responsibility
|
|
| Sito J. Pantoja | | |
64
|
| |
2016
|
| | General Vice President, IAM Transportation Department | | | | | — | | | | | | |
•
Public Responsibility
|
|
|
10
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
11
|
|
|
Independent
Age: 69
Director Since: 2010
Committees: Finance (Chair), Compensation and Executive
|
| |
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 financial expertise to the Finance 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.
|
|
|
12
|
| |
|
| |
2021 Proxy Statement
|
|
|
Independent
Age: 49
Director Since: 2016
Committees: Audit, Finance and Public Responsibility
|
| |
Select Business Experience:
•
Chief Operating Officer of Uber Technologies, Inc. (“Uber”) (2018-2019)
•
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, having served as Chief Operating Officer of Uber, where he was 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).
|
|
|
Independent
Age: 69
Director Since: 2018
Committees: Audit (Chair), Executive 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:
•
UnitedHealth Group, Inc. (2007-present)
Past Public Company Directorships:
•
PPG Industries, Inc. (1997-2020)
•
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.
|
|
|
2021 Proxy Statement
|
| |
|
| |
13
|
|
|
Independent
Age: 68
Director Since: 2006
Committees: Public Responsibility (Chair), Executive and Nominating/Governance
|
| |
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.
|
|
|
Independent
Age: 67
Director Since: 2016
Committees: Compensation 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
Current Public Company Directorships:
•
Columbia Care Inc. (2019-present)
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 a 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.
|
|
|
14
|
| |
|
| |
2021 Proxy Statement
|
|
|
Age: 53
Director Since: 2020
Committees:
Executive and Finance |
| |
Select Business Experience:
•
Chief Executive Officer of the Company (May 2020-present)
•
President of the Company (August 2016-May 2020)
•
President of American Airlines Group and American Airlines, Inc. (2013-August 2016)
•
President of US Airways (2006-2013)
Other Experience and Qualifications: As our Chief Executive Officer, Mr. Kirby is responsible for the Company’s business and ongoing operations and management’s efforts to implement the strategic priorities identified by the Board. Mr. Kirby has been instrumental in the development and implementation both of the Company’s strategic growth plan and its core4 culture. Having served as President of the Company from August 2016 to May 2020, Mr. Kirby has key expertise in the Company’s operations, marketing, sales, alliances, network planning and revenue management, among other items. He also has extensive airline industry experience, having served as President of American Airlines Group and American Airlines, Inc. from 2013 to August 2016, as President of US Airways from October 2006 to December 2013 and in other significant leadership roles at US Airways and at America West prior to the 2005 merger of those carriers, including as Executive Vice President, Sales and Marketing (2001-2006); Senior Vice President, e-business (2000-2001); Vice President, Revenue Management (1998-2000); Vice President, Planning (1997-1998); and Senior Director, Scheduling and Planning (1995-1998). Prior to joining America West, Mr. Kirby worked for American Airlines Decision Technologies and at the Pentagon.
|
|
|
Independent
Age: 55
Director Since: 2016
Committees: Nominating/Governance (Chair), Audit and Executive
|
| |
Select Business Experience:
•
Chief Operating Officer of Partners in Health (non-profit healthcare organization) (2013-2017)
•
Co-Founder and Managing General Partner of Highland Consumer Fund (2006-2013)
•
President and Chief Executive Officer of Decision Matrix Group (research and consulting firm) (2004-2005)
•
President, COO and CFO of Lycos, Inc. (1996-2000)
•
Vice President of Finance of The Walt Disney Company (1991-1995)
Current Public Company Directorships:
•
Hasbro, Inc. (2002-present)
•
BRP Inc. (2005-present)
•
Experience Investment Corp. (2019-present)
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.
|
|
|
2021 Proxy Statement
|
| |
|
| |
15
|
|
|
Independent
Age: 56
Director Since: 2016
Committees: Finance,
Nominating/ Governance and Public Responsibility |
| |
Select Business Experience:
•
Managing Partner of PAR Capital Management, Inc. (“PAR”) (investment management firm) (1999-2016)
•
Portfolio Manager, PAR (1997-2016)
Past Public Company Directorships:
•
Global Eagle Entertainment, Inc. (2013-2019)
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 served as lead independent director from March 2018 to June 2019.
|
|
|
Independent
Age: 74
Director Since: 2006
Committees: Audit, Compensation and Finance
|
| |
Select Business Experience:
•
Former 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
|
|
|
16
|
| |
|
| |
2021 Proxy Statement
|
|
| | | | 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. | |
| | | | | |
|
Independent
Age: 53
Director Since: 2021
|
| |
Select Business Experience:
•
Executive Vice President, Chief External Engagement Officer, Target Corporation (“Target”) (American retail corporation) (2017-present)
•
Executive Vice President, Chief Corporate Social Responsibility Officer, Target (2015-2017)
•
President, Community Relations and Target Foundation (2008-2015)
Current Public Company Directorships:
•
Denny’s Corporation (2010-present)
Other Experience and Qualifications: Ms. Ward provides valuable business and corporate responsibility expertise, having served as a C-Suite executive with nearly 30 years of experience at Target Corporation, including currently as the Executive Vice President, Chief External Engagement Officer since 2017. In her current role, Ms. Ward oversees Target’s enterprise-wide approach to engage and deepen relationships with cross-sector stakeholders to drive positive business and community impact. Prior to her current role, Ms. Ward served as Executive Vice President, Chief Corporate Social Responsibility Officer from 2015 to 2017 and President, Community Relations and Target Foundation from 2008-2015. Ms. Ward brings expertise in consumer industries in her role at Target and having served on the Board of Directors of Denny’s Corporation since 2010. Ms. Ward also brings expertise in Environmental, Social and Governance (ESG) matters.
|
|
|
Independent
Age: 53
Director Since: 2016
Committees: Compensation (Chair), Executive and Nominating/
|
| |
Select Business Experience:
•
President, International Business Machines Corporation (“IBM”) (April 2020-present)
•
Senior Vice President, IBM and Chief Executive Officer of Red Hat, Inc. (“Red Hat”) (provider of open source enterprise IT products and services) (2019-April 2020)
•
President and Chief Executive Officer of Red Hat (2008-2019)
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Chief Operating Officer of Delta Air Lines, Inc. (“Delta”) (2005-2007)
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Chief Network and Planning Officer of Delta (2004-2005)
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Senior Vice President—Finance, Treasury and Business Development of Delta (2002-2004)
Past Public Company Directorships:
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Red Hat (2008-2019)
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SecureWorks Corp. (2016-2019)
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DigitalGlobe, Inc. (2009-2016)
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| Governance | | | Other Experience and Qualifications: Mr. Whitehurst provides valuable business expertise in addition to airline industry knowledge to the Board. Prior to IBM and 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. | |
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Age: 52
Director Since: 2016
Committees: Public Responsibility
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Select Business Experience:
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Master Executive Council Chairman of ALPA MEC (2016-present)
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Captain, United Boeing 767 (2015-present)
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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.
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Age: 64
Director Since: 2016
Committees: Public Responsibility
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Select Business Experience:
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General Vice President of the IAM Transportation Department (2012-present)
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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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COMMITTEE MEMBERSHIP
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AUDIT
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COMPENSATION
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EXECUTIVE
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FINANCE
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NOMINATING/
GOVERNANCE |
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PUBLIC
RESPONSIBILITY |
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| Carolyn Corvi | | | | | |
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| Barney Harford | | |
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| Michele J. Hooper* | | |
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| Todd M. Insler | | | | | | | | | | | | | | | | | |
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| Walter Isaacson | | | | | | | | |
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| James A. C. Kennedy | | | | | |
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| J. Scott Kirby | | | | | | | | |
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Name and Address of Beneficial
Owner |
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Title of Class
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Amount and Nature
of Ownership |
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Percent of
Class(1) |
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The Vanguard Group(2)
100 Vanguard Blvd. Malvern, PA 19355 |
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Common Stock
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9.3%
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PRIMECAP Management Company(3)
177 E. Colorado Blvd., 11th Floor Pasadena, CA 91105 |
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Common Stock
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8.8%
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United Airlines Pilots Master Executive Council, Air Line Pilots Association, International(4)
9550 West Higgins Road, Suite 1000 Rosemont, IL 60018 |
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Class Pilot MEC Junior Preferred Stock
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100%
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International Association of Machinists and Aerospace Workers(4)
District #141 900 Machinists Place Upper Marlboro, MD 20722 |
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Class IAM Junior Preferred Stock
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100%
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Name of Beneficial Owner
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Amount and Nature
of Ownership |
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Percent of
Class |
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| Directors | | | | | | | | | | | | | |
| Carolyn Corvi | | | | | 19,098(1) | | | | | | * | | |
| Barney Harford | | | | | 108,890(1) | | | | | | * | | |
| Michele J. Hooper | | | | | 11,737(2) | | | | | | * | | |
| Todd M. Insler | | | | | — | | | | | | * | | |
| Walter Isaacson | | | | | 27,127(2) | | | | | | * | | |
| J. Scott Kirby (3) | | | | | 355,484(4) | | | | | | * | | |
| James A. C. Kennedy | | | | | 13,144(1) | | | | | | * | | |
| Oscar Munoz (3) | | | | | 176,046 | | | | | | * | | |
| Sito J. Pantoja | | | | | — | | | | | | * | | |
| Edward M. Philip | | | | | 13,799(2)(5) | | | | | | * | | |
| Edward L. Shapiro | | | | | 20,497(2) | | | | | | * | | |
| David J. Vitale | | | | | 22,882(1) | | | | | | * | | |
| Laysha Ward | | | | | 16(2) | | | | | | * | | |
| James M. Whitehurst | | | | | 25,681(2) | | | | | | * | | |
| Named Executive Officers | | | | | | | | | | | | | |
| Brett J. Hart | | | | | 115,263(6) | | | | | | * | | |
| Gerald Laderman | | | | | 51,199 | | | | | | * | | |
| Andrew Nocella | | | | | 11,024 | | | | | | * | | |
| Linda Jojo | | | | | 21,958(7) | | | | | | * | | |
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Directors and Executive Officers as a Group (20 persons)
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| | | | 1,028,238 | | | | | | * | | |
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Plan Category
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Number of securities to
be issued upon exercise of outstanding options, warrants and rights |
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Weighted average
exercise price of outstanding options, warrants and rights |
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Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) |
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Equity compensation plans approved by security holders
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Options
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| | | | 689,200 | | | | | $ | 82.12 | | | | | | | | |
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Restricted Stock Units
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| | | | 3,228,108 | | | | | | — | | | | | | | | |
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Subtotal
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| | | | 3,917,308 | | | | | $ | 82.12(1) | | | | | | 6,298,671(2) | | |
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Equity compensation plans not approved by security holders
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Total
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| | | | 3,917,308 | | | | | $ | 82.12(1) | | | | | | 6,298,671(2) | | |
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3M Company
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General Dynamics Corporation
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American Airlines Group Inc.
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Honeywell International Inc.
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The Boeing Company
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Marriott International, Inc.
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Carnival Corporation
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Northrop Grumman Corporation
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Caterpillar Inc.
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Raytheon Company
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Cummins Inc.
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Southwest Airlines Co.
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Deere & Company
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Union Pacific Corporation
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Delta Air Lines, Inc.
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United Parcel Service, Inc.
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FedEx Corporation
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Annual Incentive Program
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Long-Term Incentive Program
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Name
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Salary($)
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(%)(1)
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($)
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(%)(1)
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Time
Vested RSUs ($) |
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Performance
Based RSUs ($) |
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Total Target
Compensation ($) |
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J. Scott Kirby(2)
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| | | | 900,000 | | | | | | 150 | | | | | | 1,350,000 | | | | | | 700 | | | | | | 3,150,000 | | | | | | 3,150,000 | | | | | | 8,550,000 | | |
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Brett J. Hart(2)
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| | | | 775,000 | | | | | | 106 | | | | | | 821,500 | | | | | | 375 | | | | | | 1,453,125 | | | | | | 1,453,125 | | | | | | 4,502,750 | | |
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Gerald Laderman
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| | | | 725,000 | | | | | | 106 | | | | | | 768,500 | | | | | | 375 | | | | | | 1,359,375 | | | | | | 1,359,375 | | | | | | 4,212,250 | | |
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Linda Jojo
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| | | | 700,000 | | | | | | 106 | | | | | | 742,000 | | | | | | 375 | | | | | | 1,312,500 | | | | | | 1,312,500 | | | | | | 4,067,000 | | |
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Andrew Nocella
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| | | | 700,000 | | | | | | 106 | | | | | | 742,000 | | | | | | 375 | | | | | | 1,312,500 | | | | | | 1,312,500 | | | | | | 4,067,000 | | |
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Oscar Munoz(3)
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| | | | 1,250,000 | | | | | | 200 | | | | | | 2,500,000 | | | | | | 840 | | | | | | 5,250,000 | | | | | | 5,250,000 | | | | | | 14,250,000 | | |
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Annual
Incentive Program |
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Long-Term
Incentive Program |
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Total Target
Compensation |
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Name
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Salary ($)
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(%)
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($)
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(%)
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($)
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($)
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J. Scott Kirby
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| | | | 1,000,000 | | | | | | 250 | | | | | | 2,500,000 | | | | | | 1,000 | | | | | | 10,000,000 | | | | | | 13,500,000 | | |
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Brett J. Hart
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| | | | 775,000 | | | | | | 175 | | | | | | 1,356,250 | | | | | | 750 | | | | | | 5,812,500 | | | | | | 7,943,750 | | |
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Name
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Intended
2021 LTI Equity Award Level ($) |
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Actual
2021 LTI Equity Award Level ($)(1) |
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Reduction
For CARES Act Limit ($) |
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| | | $ | 10,000,000 | | | | | $ | 6,230,178 | | | | | $ | 3,769,822 | | |
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Brett J. Hart
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| | | $ | 5,812,500 | | | | | $ | 1,255,987 | | | | | $ | 4,556,513 | | |
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Gerald Laderman
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| | | $ | 2,718,750 | | | | | $ | 1,665,313 | | | | | $ | 1,053,437 | | |
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Andrew Nocella
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| | | $ | 2,625,000 | | | | | $ | 1,430,643 | | | | | $ | 1,194,357 | | |
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Linda Jojo
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| | | $ | 2,625,000 | | | | | $ | 1,696,842 | | | | | $ | 928,158 | | |
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Name and Principal
Position |
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Year
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Salary
($)(1) |
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Bonus
($) |
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Stock
Awards ($)(2) |
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Option
Awards ($) |
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Non-Equity
Incentive Plan Compensation ($)(3) |
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Change in
Pension Value ($)(4) |
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All Other
Compensation ($)(5) |
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Total
($) |
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J. Scott Kirby
Chief Executive Officer |
| | | | 2020 | | | | | | 167,716 | | | | | | — | | | | | | 8,585,093 | | | | | | — | | | | | | — | | | | | | — | | | | | | 139,045 | | | | | | 8,891,854 | | |
| | | 2019 | | | | | | 875,000 | | | | | | — | | | | | | 4,593,876 | | | | | | 9,700,000 | | | | | | 1,378,125 | | | | | | — | | | | | | 232,484 | | | | | | 16,779,485 | | | |||
| | | 2018 | | | | | | 875,000 | | | | | | — | | | | | | 2,734,433 | | | | | | — | | | | | | 1,664,589 | | | | | | — | | | | | | 185,392 | | | | | | 5,459,414 | | | |||
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Brett J. Hart
President |
| | | | 2020 | | | | | | 229,263 | | | | | | — | | | | | | 4,706,354 | | | | | | — | | | | | | — | | | | | | — | | | | | | 110,152 | | | | | | 5,045,769 | | |
| | | 2019 | | | | | | 775,000 | | | | | | — | | | | | | 2,034,466 | | | | | | — | | | | | | 1,035,090 | | | | | | — | | | | | | 177,934 | | | | | | 4,022,490 | | | |||
| | | 2018 | | | | | | 775,000 | | | | | | — | | | | | | 1,162,514 | | | | | | — | | | | | | 1,304,608 | | | | | | — | | | | | | 157,457 | | | | | | 3,399,579 | | | |||
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Gerald Laderman
Executive Vice President and Chief Financial Officer |
| | | | 2020 | | | | | | 573,943 | | | | | | — | | | | | | 2,718,804 | | | | | | — | | | | | | — | | | | | | 9,217 | | | | | | 172,361 | | | | | | 3,474,325 | | |
| | | 2019 | | | | | | 718,750 | | | | | | — | | | | | | 1,903,197 | | | | | | — | | | | | | 800,064 | | | | | | — | | | | | | 199,318 | | | | | | 3,621,329 | | | |||
| | | 2018 | | | | | | 579,271 | | | | | | 156,250 | | | | | | 706,902 | | | | | | — | | | | | | 954,167 | | | | | | — | | | | | | 160,946 | | | | | | 2,557,536 | | | |||
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Andrew Nocella
Executive Vice President and Chief Commercial Officer |
| | | | 2020 | | | | | | 494,776 | | | | | | — | | | | | | 4,625,056 | | | | | | — | | | | | | — | | | | | | — | | | | | | 115,452 | | | | | | 5,235,284 | | |
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Linda Jojo
Executive Vice President, Technology and Chief Digital Officer |
| | | | 2020 | | | | | | 554,153 | | | | | | — | | | | | | 3,625,046 | | | | | | — | | | | | | — | | | | | | — | | | | | | 131,080 | | | | | | 4,310,279 | | |
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Former CEO:
Oscar Munoz
Executive Chairman
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| | | | 2020 | | | | | | 1,239,594 | | | | | | — | | | | | | 10,500,146 | | | | | | — | | | | | | — | | | | | | — | | | | | | 358,953 | | | | | | 12,098,693 | | |
| | | 2019 | | | | | | 1,250,000 | | | | | | — | | | | | | 8,062,572 | | | | | | — | | | | | | 2,887,500 | | | | | | — | | | | | | 442,933 | | | | | | 12,643,005 | | | |||
| | | 2018 | | | | | | 1,250,000 | | | | | | — | | | | | | 5,250,024 | | | | | | — | | | | | | 3,804,775 | | | | | | — | | | | | | 189,033 | | | | | | 10,493,832 | | |
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Maximum
Value ($) |
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| J. Scott Kirby | | | | | 6,300,088 | | |
| Brett Hart | | | | | 2,906,340 | | |
| Gerald Laderman | | | | | 2,718,804 | | |
| Andrew Nocella | | | | | 2,625,036 | | |
| Linda Jojo | | | | | 2,625,036 | | |
| Oscar Munoz | | | | | 10,500,146 | | |
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Name
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Insurance
Premiums Paid by Company ($)(a) |
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401(k)
Company Contributions ($)(b) |
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401(k)
Cash Direct and Cash Match Program ($)(b) |
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Perquisites
and Other Benefits ($)(c) |
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Tax
Indemnification ($)(d) |
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Total
($) |
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| J. Scott Kirby | | | | | 8,276 | | | | | | 18,525 | | | | | | 81,955 | | | | | | 17,418 | | | | | | 12,871 | | | | | | 139,045 | | |
| Brett J. Hart | | | | | 5,566 | | | | | | 18,525 | | | | | | 63,658 | | | | | | 14,821 | | | | | | 7,582 | | | | | | 110,152 | | |
| Gerald Laderman | | | | | 16,914 | | | | | | 22,800 | | | | | | 87,121 | | | | | | 27,376 | | | | | | 18,150 | | | | | | 172,361 | | |
| Andrew Nocella | | | | | 4,497 | | | | | | 18,525 | | | | | | 63,373 | | | | | | 18,053 | | | | | | 11,004 | | | | | | 115,452 | | |
| Linda Jojo | | | | | 7,240 | | | | | | 18,525 | | | | | | 72,220 | | | | | | 25,643 | | | | | | 7,452 | | | | | | 131,080 | | |
| Oscar Munoz | | | | | 18,971 | | | | | | 19,950 | | | | | | 268,947 | | | | | | 39,355 | | | | | | 11,730 | | | | | | 358,953 | | |
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Estimated Future Payouts Under
Non-Equity Incentive Plan Awards |
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Estimated Future Payouts Under
Equity Incentive Plan Awards |
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All Other
Stock Awards: Number of Shares of Stock or Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) |
| |
Exercise
or Base Price of Option Awards ($/Sh) |
| |
Grant
Date Fair Value of Stock and Option Awards ($)(6) |
| ||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant
Date |
| |
Approval
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| ||||||||||||||||||||||||||||||||||||||||||||||||
|
J. Scott Kirby
|
| | | | 2/21/20(1) | | | | | | 2/21/20 | | | | | | 675,000 | | | | | | 1,350,000 | | | | | | 2,700,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/21/20(2) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,190 | | | | | | 40,380 | | | | | | 80,760 | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,150,044 | | | |||
| | | 2/21/20(3) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,380 | | | | | | — | | | | | | — | | | | | | 3,150,044 | | | |||
| | | 5/21/20(4) | | | | | | 5/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 88,429 | | | | | | — | | | | | | — | | | | | | 2,285,005 | | | |||
|
Brett J. Hart
|
| | | | 2/21/20(1) | | | | | | 2/21/20 | | | | | | 410,750 | | | | | | 821,500 | | | | | | 1,643,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/21/20(2) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,314 | | | | | | 18,628 | | | | | | 37,256 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,453,170 | | | |||
| | | 2/21/20(3) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,628 | | | | | | — | | | | | | — | | | | | | 1,453,170 | | | |||
| | | 5/21/20(4) | | | | | | 5/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,660 | | | | | | — | | | | | | — | | | | | | 1,800,014 | | | |||
|
Gerald Laderman
|
| | | | 2/21/20(1) | | | | | | 2/21/20 | | | | | | 384,250 | | | | | | 768,500 | | | | | | 1,537,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/21/20(2) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,713 | | | | | | 17,426 | | | | | | 34,852 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,359,402 | | | |||
| | | 2/21/20(3) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,426 | | | | | | — | | | | | | — | | | | | | 1,359,402 | | | |||
|
Andrew Nocella
|
| | | | 2/21/20(1) | | | | | | 2/21/20 | | | | | | 371,000 | | | | | | 742,000 | | | | | | 1,484,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/21/20(2) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,413 | | | | | | 16,825 | | | | | | 33,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,312,518 | | | |||
| | | 2/21/20(3) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,825 | | | | | | — | | | | | | — | | | | | | 1,312,518 | | | |||
| | | 2/21/20(5) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,638 | | | | | | — | | | | | | — | | | | | | 2,000,020 | | | |||
|
Linda Jojo
|
| | | | 2/21/20(1) | | | | | | 2/21/20 | | | | | | 371,000 | | | | | | 742,000 | | | | | | 1,484,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/21/20(2) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 8,413 | | | | | | 16,825 | | | | | | 33,650 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,312,518 | | | |||
| | | 2/21/20(3) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,825 | | | | | | — | | | | | | — | | | | | | 1,312,518 | | | |||
| | | 2/21/20(5) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,819 | | | | | | — | | | | | | — | | | | | | 1,000,010 | | | |||
|
Oscar Munoz
|
| | | | 2/21/20(1) | | | | | | 2/21/20 | | | | | | 1,250,000 | | | | | | 2,500,000 | | | | | | 5,000,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/21/20(2) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,650 | | | | | | 67,300 | | | | | | 134,600 | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,250.073 | | | |||
| | | 2/21/20(3) | | | | | | 2/21/20 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 67,300 | | | | | | — | | | | | | — | | | | | | 5,250,073 | | |
|
68
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
69
|
|
|
70
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
71
|
|
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
of Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity
Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| ||||||||||||||||||||||||
|
J. Scott Kirby
|
| | | | 158,479(1) | | | | | | — | | | | | | 58.69 | | | | | | 8/29/23 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 53,107(1) | | | | | | 106,214 | | | | | | 58.69 | | | | | | 8/29/26 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | 306,865(2) | | | | | | 110.21 | | | | | | 12/04/29 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,666(3) | | | | | | 591,055(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,308(4) | | | | | | 1,008,071(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 128,809(5) | | | | | | 5,570,989(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,922(7) | | | | | | 3,024,127(9) | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 80,760(8) | | | | | | 3,492,870(9) | | | |||
|
Brett J. Hart
|
| | | | 7,173(10) | | | | | | 14,348 | | | | | | 77.56 | | | | | | 6/14/27 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,447(11) | | | | | | 278,833(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,810(3) | | | | | | 251,283(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 10,322(4) | | | | | | 446,427(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 88,288(5) | | | | | | 3,818,456(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,966(7) | | | | | | 1,339,280(9) | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 37,256(8) | | | | | | 1,611,322(9) | | | |||
|
Gerald Laderman
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,315(3) | | | | | | 143,374(6) | | | | | | | | | | | | | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,656(4) | | | | | | 417,622(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,426(5) | | | | | | 753,675(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,968(7) | | | | | | 1,252,866(9) | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 34,852(8) | | | | | | 1,507,349(9) | | | |||
|
Andrew Nocella
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 25,638(12) | | | | | | 1,108,844(6) | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,905(3) | | | | | | 168,891(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,136(4) | | | | | | 308,632(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,825(5) | | | | | | 727,681(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,406(7) | | | | | | 925,810(9) | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,650(8) | | | | | | 1,455,363(9) | | |
|
72
|
| |
|
| |
2021 Proxy Statement
|
|
| | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number
of Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity
Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
| ||||||||||||||||||||||||
|
Linda Jojo
|
| | | | 4,782(10) | | | | | | 9,566 | | | | | | 77.56 | | | | | | 6/14/27 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,298(11) | | | | | | 185,889(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,819(12) | | | | | | 554,422(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,873(3) | | | | | | 210,757(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,324(4) | | | | | | 403,263(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,825(5) | | | | | | 727,681(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,970(7) | | | | | | 1,209,703(9) | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,650(8) | | | | | | 1,455,363(9) | | | |||
|
Oscar Munoz(13)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26,237(3) | | | | | | 1,134,750(6) | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40,906(4) | | | | | | 1,769,185(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 67,300(5) | | | | | | 2,910,725(6) | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 122,718(7) | | | | | | 5,307,554(9) | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 134,600(8) | | | | | | 5,821,450(9) | | |
|
2021 Proxy Statement
|
| |
|
| |
73
|
|
|
74
|
| |
|
| |
2021 Proxy Statement
|
|
| | | |
Stock Awards
|
| |||||||||
|
Name
|
| |
Number of
Units Vesting (#) |
| |
Value
Realized on Vesting ($) |
| ||||||
|
J. Scott Kirby
|
| | | | 12,225(1) | | | | | | 752,938(1) | | |
| | | 13,665(2) | | | | | | 841,627(2) | | | |||
| | | 11,653(3) | | | | | | 717,708(3) | | | |||
| | | 81,992(4) | | | | | | 3,802,789(4) | | | |||
|
Brett J. Hart
|
| | | | 5,182(1) | | | | | | 319,159(1) | | |
| | | 5,810(2) | | | | | | 357,838(2) | | | |||
| | | 5,161(3) | | | | | | 317,866(3) | | | |||
| | | 34,858(4) | | | | | | 1,616,714(4) | | | |||
| | | 3,223(5) | | | | | | 127,824(5) | | | |||
|
Gerald Laderman
|
| | | | 2,281(1) | | | | | | 140,487(1) | | |
| | | 3,315(2) | | | | | | 204,171(2) | | | |||
| | | 4,828(3) | | | | | | 297,357(3) | | | |||
| | | 19,890(4) | | | | | | 922,498(4) | | | |||
|
Andrew Nocella
|
| | | | 2,920(1) | | | | | | 179,843(1) | | |
| | | 3,904(2) | | | | | | 240,447(2) | | | |||
| | | 3,567(3) | | | | | | 219,692(3) | | | |||
| | | 23,426(4) | | | | | | 1,086,498(4) | | | |||
| | | 8,856(6) | | | | | | 575,109(6) | | | |||
|
Linda Jojo
|
| | | | 4,332(1) | | | | | | 266,808(1) | | |
| | | 4,873(2) | | | | | | 300,128(2) | | | |||
| | | 4,661(3) | | | | | | 287,071(3) | | | |||
| | | 29,236(4) | | | | | | 1,355,966(4) | | | |||
| | | 2,149(5) | | | | | | 85,229(5) | | | |||
|
Oscar Munoz
|
| | | | 23,472(1) | | | | | | 1,445,640(1) | | |
| | | 26,237(2) | | | | | | 1,615,937(2) | | | |||
| | | 20,453(3) | | | | | | 1,259,700(3) | | | |||
| | | 157,422(4) | | | | | | 7,301,232(4) | | |
|
2021 Proxy Statement
|
| |
|
| |
75
|
|
|
Name
|
| |
Plan Name
|
| |
Number of Years
of Credited Service (#)(1) |
| |
Present Value of
Accumulated Benefit ($)(2) |
| |
Payments During
Last Fiscal Year ($) |
| ||||||||||||
|
Gerald Laderman
|
| | | | CARP | | | | | | 23.3 | | | | | | 820,260 | | | | | | 0 | | |
| | | SERP | | | | | | 19.0 | | | | | | 4,062,242 | | | | | | 0 | | |
|
76
|
| |
|
| |
2021 Proxy Statement
|
|
| | | |
Measurement Date
|
| ||||||
|
Assumption
|
| |
12/31/2018
|
| |
12/31/2019
|
| |
12/31/2020
|
|
| Discount Rate and Lump Sum Interest Rate: | | | | | | | | | | |
|
•
CARP
|
| |
4.33%
|
| |
3.64%
|
| |
2.82%
|
|
|
•
SERP
|
| |
4.40%
|
| |
4.40%
|
| |
4.40%
|
|
| Lump Sum Election | | |
100%
|
| |
100%
|
| |
100%
|
|
| Pre-retirement Turnover | | |
None
|
| |
None
|
| |
None
|
|
|
Mortality Assumption:
•
Pre-retirement
|
| |
None
|
| |
None
|
| |
None
|
|
|
•
Lump Sum—CARP
|
| |
2019 IRS
417(e) Table |
| |
2021 IRS
417(e) Table |
| |
2021 IRS
417(e) Table projected with mortality improvement scale MP-2020 through the year of commencement |
|
|
•
Lump Sum—SERP
|
| |
2019 IRS
417(e) Table |
| |
2019 IRS
417(e) Table |
| |
2019 IRS
417(e) Table |
|
|
Assumed Retirement Age (earliest unreduced age):
|
| | | | | | | | | |
|
•
CARP
|
| |
Age 65
|
| |
Age 65
|
| |
Age 65
|
|
|
•
SERP
|
| |
Age 60
(or current age if older) |
| |
Age 60
(or current age if older) |
| |
Age 60
(or current age if older) |
|
|
2021 Proxy Statement
|
| |
|
| |
77
|
|
|
78
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
79
|
|
|
80
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
81
|
|
|
82
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
83
|
|
|
84
|
| |
|
| |
2021 Proxy Statement
|
|
|
Estimate of Mr. Kirby’s Potential Post-Employment Payments and Benefits as of December 31, 2020
|
| ||||||||||||||||||||||||||||||||||||
|
Type of Payment or Benefit
|
| |
Resignation
without Good Reason ($) |
| |
Death
($) |
| |
Disability
($) |
| |
Involuntary
Termination without Cause or Voluntary Termination for Good Reason ($) |
| |
Change
In Control ($) |
| |
Change In
Control With Qualifying Termination ($) |
| ||||||||||||||||||
|
Cash Severance
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 7,000,000 | | | | | | 0 | | | | | | 7,000,000 | | |
| Long-Term Incentives | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Time-vested RSUs (2018, 2019 and 2020)
|
| | | | 0 | | | | | | 7,170,115 | | | | | | 7,170,115 | | | | | | 0 | | | | | | 0 | | | | | | 7,170,115 | | |
|
Performance-Based RSUs (2019-2021)
|
| | | | 0 | | | | | | 1,008,042 | | | | | | 1,008,042 | | | | | | 0 | | | | | | 0 | | | | | | 1,008,042 | | |
|
Performance-Based RSUs (2020-2022)
|
| | | | 0 | | | | | | 582,145 | | | | | | 582,145 | | | | | | 0 | | | | | | 0 | | | | | | 582,145 | | |
|
2016 Sign-on Stock Option Awards(1)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
2019 CEO Transition Stock Option Award (1)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| Continuation Coverage Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Health and Welfare
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 47,586 | | | | | | 0 | | | | | | 47,586 | | |
|
Life Insurance
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,241 | | | | | | 0 | | | | | | 1,241 | | |
| Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Outplacement Services
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 25,000 | | | | | | 0 | | | | | | 25,000 | | |
|
Estimate of Mr. Hart’s Potential Post-Employment Payments and Benefits as of December 31, 2020
|
| ||||||||||||||||||||||||||||||||||||
|
Type of Payment or Benefit
|
| |
Resignation
without Good Reason ($) |
| |
Death
($) |
| |
Disability
($) |
| |
Involuntary
Termination without Cause or Voluntary Termination for Good Reason ($) |
| |
Change
In Control ($)(1) |
| |
Change In
Control With Qualifying Termination ($) |
| ||||||||||||||||||
|
Cash Severance
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 4,262,500 | | | | | | 0 | | | | | | 4,262,500 | | |
| Long-Term Incentives | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Time-vested RSUs (2018, 2019 and 2020)
|
| | | | 0 | | | | | | 4,516,166 | | | | | | 4,516,166 | | | | | | 0 | | | | | | 0 | | | | | | 4,516,166 | | |
|
Performance-Based RSUs (2019-2021)
|
| | | | 0 | | | | | | 446,427 | | | | | | 446,427 | | | | | | 0 | | | | | | 0 | | | | | | 446,427 | | |
|
Performance-Based RSUs (2020-2022)
|
| | | | 0 | | | | | | 268,554 | | | | | | 268,554 | | | | | | 0 | | | | | | 0 | | | | | | 268,554 | | |
|
2017 Special Award—Time vested RSUs
|
| | | | 0 | | | | | | 278,833 | | | | | | 278,833 | | | | | | 0 | | | | | | 0 | | | | | | 278,833 | | |
|
2017 Special Award—Stock Options(2)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
| Continuation Coverage Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Health and Welfare
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 87,369 | | | | | | 0 | | | | | | 87,369 | | |
|
Life Insurance
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,242 | | | | | | 0 | | | | | | 1,242 | | |
| Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Outplacement Services
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 25,000 | | | | | | 0 | | | | | | 25,000 | | |
|
Flight Benefits
|
| | | | 10,310 | | | | | | 0 | | | | | | 10,310 | | | | | | 10,310 | | | | | | 0 | | | | | | 10,310 | | |
|
2021 Proxy Statement
|
| |
|
| |
85
|
|
|
Estimate of Mr. Laderman’s Potential Post-Employment Payments and Benefits as of December 31, 2020
|
| | ||||||||||||||||||||||||||||||||||||||
|
Type of Payment or Benefit
|
| |
Retirement
($)(1) |
| |
Death
($) |
| |
Disability
($) |
| |
Involuntary
Termination without Cause or Voluntary Termination for Good Reason ($) |
| |
Change
In Control ($)(2) |
| |
Change In
Control With Qualifying Termination ($) |
| | ||||||||||||||||||||
|
Cash Severance
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 2,987,000 | | | | | | 0 | | | | | | 2,987,000 | | | | ||
| Long-Term Incentives | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Time-vested RSUs (2018, 2019 and 2020)
|
| | | | 603,381 | | | | | | 1,314,671 | | | | | | 1,314,671 | | | | | | (1) | | | | | | 0 | | | | | | 1,314,671 | | | | | |
|
Performance-Based RSUs (2019-2021)
|
| | | | 835,244 | | | | | | 417,622 | | | | | | 417,622 | | | | | | (1) | | | | | | 0 | | | | | | 417,622 | | | | | |
|
Performance-Based RSUs (2020-2022)
|
| | | | 502,450 | | | | | | 251,225 | | | | | | 251,225 | | | | | | (1) | | | | | | 0 | | | | | | 251,225 | | | | | |
| Continuation Coverage Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Health and Welfare
|
| | | | 64,692 | | | | | | 39,831 | | | | | | 64,692 | | | | | | 64,692 | | | | | | 0 | | | | | | 64,692 | | | | ||
|
Life Insurance
|
| | | | 1,038 | | | | | | 0 | | | | | | 1,038 | | | | | | 1,038 | | | | | | 0 | | | | | | 1,038 | | | | ||
| Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
|
Outplacement Services
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 25,000 | | | | | | 0 | | | | | | 25,000 | | | | ||
|
Flight Benefits
|
| | | | 62,237 | | | | | | 0 | | | | | | 62,237 | | | | | | 62,237 | | | | | | 0 | | | | | | 62,237 | | | | ||
|
Tax Indemnification on Flight Benefits
|
| | | | 284,823 | | | | | | 0 | | | | | | 284,823 | | | | | | 284,823 | | | | | | 0 | | | | | | 284,823 | | | |
|
Estimate of Mr. Nocella’s Potential Post-Employment Payments and Benefits as of December 31, 2020
|
| ||||||||||||||||||||||||||||||||||||
|
Type of Payment or Benefit
|
| |
Resignation
without Good Reason ($) |
| |
Death
($) |
| |
Disability
($) |
| |
Involuntary
Termination without Cause or Voluntary Termination for Good Reason ($) |
| |
Change
In Control ($)(1) |
| |
Change In
Control With Qualifying Termination ($) |
| ||||||||||||||||||
|
Cash Severance
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 2,575,000 | | | | | | 0 | | | | | | 2,575,000 | | |
| Long-Term Incentives | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Time-vested RSUs (2018, 2019 and 2020)
|
| | | | 0 | | | | | | 1,205,204 | | | | | | 1,205,204 | | | | | | 0 | | | | | | 0 | | | | | | 1,205,204 | | |
|
Performance-Based RSUs (2019-2021)
|
| | | | 0 | | | | | | 308,603 | | | | | | 308,603 | | | | | | 0 | | | | | | 0 | | | | | | 308,603 | | |
|
Performance-Based RSUs (2020-2022)
|
| | | | 0 | | | | | | 242,560 | | | | | | 242,560 | | | | | | 0 | | | | | | 0 | | | | | | 242,560 | | |
|
2020 Special Award—Time vested RSUs
|
| | | | 0 | | | | | | 1,108,844 | | | | | | 1,108,844 | | | | | | 0 | | | | | | 0 | | | | | | 1,108,844 | | |
| Continuation Coverage Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Health and Welfare
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 26,510 | | | | | | 0 | | | | | | 26,510 | | |
|
Life Insurance
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,242 | | | | | | 0 | | | | | | 1,236 | | |
| Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Outplacement Services
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 25,000 | | | | | | 0 | | | | | | 25,000 | | |
|
Flight Benefits
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
86
|
| |
|
| |
2021 Proxy Statement
|
|
|
Estimate of Ms. Jojo’s Potential Post-Employment Payments and Benefits as of December 31, 2020
|
| ||||||||||||||||||||||||||||||||||||
|
Type of Payment or Benefit
|
| |
Resignation
without Good Reason ($) |
| |
Death
($) |
| |
Disability
($) |
| |
Involuntary
Termination without Cause or Voluntary Termination for Good Reason ($) |
| |
Change
In Control ($)(1) |
| |
Change In
Control With Qualifying Termination ($) |
| ||||||||||||||||||
|
Cash Severance
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 2,884,000 | | | | | | 0 | | | | | | 2,884,000 | | |
| Long-Term Incentives | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Time-vested RSUs (2018, 2019 and 2020)
|
| | | | 0 | | | | | | 1,341,701 | | | | | | 1,341,701 | | | | | | 0 | | | | | | 0 | | | | | | 1,341,701 | | |
|
Performance-Based RSUs (2019-2021)
|
| | | | 0 | | | | | | 403,234 | | | | | | 403,234 | | | | | | 0 | | | | | | 0 | | | | | | 403,234 | | |
|
Performance-Based RSUs (2020-2022)
|
| | | | 0 | | | | | | 242,560 | | | | | | 242,560 | | | | | | 0 | | | | | | 0 | | | | | | 242,560 | | |
|
2017 Special Award—Time vested RSUs
|
| | | | 0 | | | | | | 185,889 | | | | | | 185,889 | | | | | | 0 | | | | | | 0 | | | | | | 185,889 | | |
|
2017 Special Award—Stock Options(2)
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
2020 Special Award—Time vested RSUs
|
| | | | 0 | | | | | | 554,422 | | | | | | 554,422 | | | | | | 0 | | | | | | 0 | | | | | | 554,422 | | |
| Continuation Coverage Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Health and Welfare
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 36,615 | | | | | | 0 | | | | | | 36,615 | | |
|
Life Insurance
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,242 | | | | | | 0 | | | | | | 1,242 | | |
| Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Outplacement Services
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 25,000 | | | | | | 0 | | | | | | 25,000 | | |
|
Flight Benefits
|
| | | | 19,271 | | | | | | 0 | | | | | | 19,271 | | | | | | 19,271 | | | | | | 0 | | | | | | 19,271 | | |
|
2021 Proxy Statement
|
| |
|
| |
87
|
|
|
Estimate of Mr. Munoz’s Potential Post-Employment Payments and Benefits at December 31, 2020
|
| ||||||||||||||||||||||||||||||||||||
|
Type of Payment or Benefit
|
| |
Resignation
without Good Reason ($) |
| |
Death
($)(1) |
| |
Disability
($)(1) |
| |
Involuntary
Termination without Cause or Voluntary Termination for Good Reason ($)(2) |
| |
Change In
Control ($)(3) |
| |
Change In
Control With Qualifying Termination ($)(4) |
| ||||||||||||||||||
|
Cash Severance
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
|
Transition Agreement Amounts(5)
|
| | | | 0 | | | | | | 1,103,333 | | | | | | 1,103,333 | | | | | | 1,103,333 | | | | | | 0 | | | | | | 1,103,333 | | |
| Long-Term Incentives | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Time-vested RSUs (2018, 2019 and 2020)(3)
|
| | | | 0 | | | | | | 5,814,660 | | | | | | 5,814,660 | | | | | | 4,844,390 | | | | | | 0 | | | | | | 5,814,660 | | |
|
Performance-Based RSUs (2019-2021)
|
| | | | 0 | | | | | | 1,769,185 | | | | | | 1,769,185 | | | | | | 5,307,554 | | | | | | 0 | | | | | | 1,769,185 | | |
|
Performance-Based RSUs (2020-2022)
|
| | | | 0 | | | | | | 970,242 | | | | | | 970,242 | | | | | | 0 | | | | | | 0 | | | | | | 970,242 | | |
| Continuation Coverage Benefits | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Health and Welfare
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 47,484 | | | | | | 0 | | | | | | 47,484 | | |
|
Life Insurance
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 1,239 | | | | | | 0 | | | | | | 1,239 | | |
| Perquisites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Outplacement Services
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 25,000 | | | | | | 0 | | | | | | 25,000 | | |
|
Flight Benefits
|
| | | | 43,453 | | | | | | 0 | | | | | | 43,453 | | | | | | 43,453 | | | | | | 0 | | | | | | 43,453 | | |
|
Tax Indemnification on Flight Benefits
|
| | | | 184,076 | | | | | | 0 | | | | | | 184,076 | | | | | | 184,076 | | | | | | 0 | | | | | | 184,076 | | |
|
88
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
89
|
|
|
90
|
| |
|
| |
2021 Proxy Statement
|
|
|
Name
|
| |
Fees Earned
or Paid in Cash ($)(1) |
| |
Stock
Awards ($)(2)(3) |
| |
All Other
Compensation ($)(4) |
| |
Total
($) |
| ||||||||||||
| Carolyn Corvi | | | | | 73,125 | | | | | | 170,172 | | | | | | 6,571 | | | | | | 249,868 | | |
| Barney Harford | | | | | 69,375 | | | | | | 170,172 | | | | | | 2,022 | | | | | | 241,569 | | |
| Michele J. Hooper | | | | | 72,500 | | | | | | 170,337 | | | | | | 22,587 | | | | | | 265,424 | | |
| Todd M. Insler | | | | | —(5) | | | | | | —(5) | | | | | | 4,960 | | | | | | 4,960 | | |
| Walter Isaacson | | | | | 72,500 | | | | | | 170,337 | | | | | | 5,075 | | | | | | 247,912 | | |
| James A. C. Kennedy | | | | | 67,500 | | | | | | 170,172 | | | | | | 29,943 | | | | | | 267,615 | | |
| Sito J. Pantoja | | | | | —(5) | | | | | | —(5) | | | | | | 3,188 | | | | | | 3,188 | | |
| Edward M. Philip | | | | | 82,500 | | | | | | 170,337 | | | | | | 14,620 | | | | | | 267,457 | | |
| Edward L. Shapiro | | | | | 68,750 | | | | | | 170,337 | | | | | | 28,582 | | | | | | 267,669 | | |
| David J. Vitale | | | | | 72,500 | | | | | | 170,172 | | | | | | 14,415 | | | | | | 257,087 | | |
| James M. Whitehurst | | | | | 70,625 | | | | | | 170,337 | | | | | | 30,980 | | | | | | 271,942 | | |
| Former Director who served as a Director in 2020 | | | | | | | | | | | | | | | | | | | | | | | | | |
| Jane C. Garvey | | | | | 56,250 | | | | | | — | | | | | | 154 | | | | | | 56,404 | | |
|
2021 Proxy Statement
|
| |
|
| |
91
|
|
|
92
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
93
|
|
|
94
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
95
|
|
|
96
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
97
|
|
|
Service
|
| |
2020
|
| |
2019
|
| ||||||
| Audit Fees | | | | $ | 6,000 | | | | | $ | 4,323 | | |
| Audit-Related Fees | | | | | 302 | | | | | | 403 | | |
| Tax Fees | | | | | 170 | | | | | | 174 | | |
| All Other Fees | | | | | — | | | | | | — | | |
| Total | | | | $ | 6,472 | | | | | $ | 4,900 | | |
|
98
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
99
|
|
|
100
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
101
|
|
|
102
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
103
|
|
|
104
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
105
|
|
|
106
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
107
|
|
|
108
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
109
|
|
|
110
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
111
|
|
|
112
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
113
|
|
|
114
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
115
|
|
|
116
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
117
|
|
|
118
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
119
|
|
|
120
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
121
|
|
|
122
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
|
| |
|
| |
123
|
|
|
124
|
| |
|
| |
2021 Proxy Statement
|
|
|
2021 Proxy Statement
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The Board has carefully considered this proposal and, for the reasons set forth below, does not believe that it is in the best interests of the Company and its stockholders and unanimously recommends a vote “AGAINST” the stockholder proposal.
As part of its analysis, the Board considered that a proposal requesting a report on political lobbying spending was presented at the 2019 annual meeting of stockholders and 2020 annual meeting of stockholders, with only 25.2% and 28.6%, respectively, of stockholders present in person or represented by proxy at the meeting voted in favor of the proposal.
We believe it is in the best interests of our stockholders for the Company to be an effective participant in the political process.
The airline industry is subject to extensive regulation. We believe it is important and necessary for the Company to actively engage with lawmakers and government agencies to ensure that they take the interests and needs of our customers, employees, business and the communities we serve into account when making legislative and regulatory decisions. We advocate for policies that rationalize our tax burden, reduce unnecessary regulation, mitigate fuel cost, modernize infrastructure and enhance global competitiveness in the airline industry, among other items. We belong to a number of industry associations, which we believe gives us a platform to share and receive business expertise and technical knowledge for the betterment of our industry. This involvement also allows us to advocate for policies that encourage a thriving and competitive industry and business environment. While we acknowledge that some of these associations represent a diverse base of companies and industries with interests and policies that at times may not align with our own, we nevertheless believe that participating in these associations is beneficial to advancing our policies and the interests of our stockholders. Additional information related to our public policy engagement efforts is publicly available in the “Government and Policies” section of our Corporate Responsibility Report at crreport.united.com/our-business/government-and-policy.
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Our political activities and spending are subject to extensive public disclosure requirements and internal oversight.
Our political activities and spending are subject to comprehensive regulation at the federal, state and local levels. As required by U.S. federal law, we file quarterly reports that disclose our lobbying expenditures and detail our lobbying activities. These lobbying disclosure reports may be viewed at disclosurespreview.house.gov by searching for United Airlines, Inc. We file similar publicly available lobbying reports with state and local agencies as required by state and local law, which in some cases have even broader disclosure requirements than federal law. Any lobbying firms we hire are required to file similar reports. The trade associations we belong to are also subject to public disclosure obligations regarding their lobbying efforts.
We are committed to the highest ethical standards, and we have procedures and policies in place to ensure that our political spending activities are subject to appropriate oversight and in the best interests of our stockholders. We take diligent steps to ensure that we are in compliance with applicable rules and regulations and our Code of Ethics and Business Conduct, which is publicly available on our website at ir.united.com. Our Government Affairs group reports directly to our Senior Vice President, Government Affairs and Global Public Policy, who oversees the group’s activities. The Public Responsibility Committee of the Board reviews policies, positioning and practices concerning political and governmental affairs at least annually. In light of all of the above, we believe that the disclosures requested by the proposal are unnecessary.
Implementing this proposal may put us at a competitive disadvantage and would impose unnecessary expense on the Company.
This proposal seeks to impose requirements on us that could result in competitive harm to the Company. The requested report could put the Company at a disadvantage relative to our competitors, who are not required to disclose this information, by revealing confidential information or proprietary information about our business or strategy. We believe that any additional political spending disclosure requirements that go beyond those required under existing law should be applicable to all participants engaged in the political process, rather than to us alone, as the proposal requests.
The Company’s political expenditures are not financially material to the Company. In 2020, the Company’s total political expenses were insignificant when compared to the Company’s total operating costs. Given the amount of information publicly available through existing public disclosure requirements, we believe using additional funds to generate the report requested by this proposal would not be an appropriate use of corporate resources.
For the reasons set forth above, the Board believes that the implementation of this proposal is not in the best interests of the Company and its stockholders.
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The Board has carefully considered this proposal and, for the reasons set forth below, does not believe that it is in the best interests of the Company and its stockholders and unanimously recommends a vote “AGAINST” the stockholder proposal.
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The Company is an industry leader in environmental sustainability.
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The Company is committed to operating an environmentally sustainable and responsible airline. This means we are constantly working to minimize our environmental impact and are continuously looking for new ways to reduce our carbon footprint in the air, on the ground and at our facilities. Since 1990, we have improved our fuel efficiency by more than 45%. In September 2018, the Company announced a pledge to reduce its greenhouse gas emissions by 50% relative to 2005 levels by the year 2050. We were the first U.S. airline to publicly commit to reduce its individual carbon emissions by 50%. In December 2020, we took our commitment one step further by pledging to reduce our greenhouse gas emissions by 100% by 2050.
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To achieve carbon neutrality by 2050, we aim to tackle emissions at their source by continuing and accelerating development and investment in sustainable fuel and direct air capture. We are a part of the Bipartisan Policy Center’s Net Zero Business Alliance (NZBA), where we collaborate with members from other industries on innovative public policies, investment strategies and technological breakthroughs that are designed to help reduce the speed of climate change. We have been utilizing or investing in sustainable fuel for more than a decade, and were the first airline globally to use sustainable aviation fuel on an ongoing daily basis from our LAX hub. We have also committed to make a multimillion-dollar investment in a startup company that will help fund the first direct air capture plant in the United States. This direct air capture plant is expected to capture, remove and store 1 million metric tons of CO2—the equivalent of the work of 40 million trees in removing CO2 from our atmosphere but within a much smaller land area. In addition, over 4,000 pieces of the Company’s ground service equipment in use around the world are electric or use alternative fuels. United has office space in LEED certified buildings in various locations, including Chicago, Houston and San Francisco, and is regularly evaluating ways to reduce its non-fuel energy use at other facilities across the Company’s network. More information about the Company’s commitment to environmental sustainability and pledge to reduce our greenhouse gas emissions is available under “Corporate Governance—Environmental Sustainability” and at www.united.com/ual/en/us/fly/company/global-citizenship/environment/fuel-efficiency-and-emissions-reduction.html.
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United’s lobbying efforts are aligned with our environmental sustainability goals and are in the best interests of our stockholders.
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Climate change is a serious global issue and is of vital interest to the airline industry. The legislation of any laws or regulations imposed by state and federal lawmakers or other regulatory bodies on this issue may greatly affect our business. We believe it is important and necessary for the Company to actively engage with lawmakers and government agencies to ensure that they take the interests and needs of our customers, employees, business and the communities we serve into account when making legislative and regulatory decisions. We routinely evaluate our engagement process to ensure that we are obtaining commensurate business value that further enables us to advance our interests, while staying true to our stated goals, including our environmental and sustainability goals. Additional information related to our public policy engagement efforts is publicly available in the “Government and Policies” section of our Corporate Responsibility Report at crreport.united.com/our-business/government-and-policy.
We are transparent about our lobbying activities and are subject to extensive public disclosure requirements and internal oversight.
Our lobbying activities are subject to comprehensive regulation at both the federal and state levels. Federal law requires the filing of regular, detailed reports with the U.S. Senate and the U.S. House of Representatives disclosing general and specific lobbying activities that are undertaken on our behalf, which are publicly available. State lobbying activities also are subject to detailed registration and disclosure requirements, and such reports are also publicly available through the applicable state authorities. Detailed information about our policies, our goals and progress are publicly available on https://www.united.com/ual/en/us/fly/company/global-citizenship/environment/fuel-efficiency-and-emissions-reduction.html.
Implementing this proposal may put us at a competitive disadvantage and would impose unnecessary expense on the Company.
As stated in the Company’s statement in opposition to Proposal 7, the Company’s policies and available information relating to its lobbying activities sufficiently address the concerns outlined in the proposal. Accordingly, we believe using additional funds to generate the report requested by this proposal would not be an appropriate use of corporate resources.
The implementation of this proposal could also result in competitive harm to the Company, similar to the competitive harm described in our statement in opposition to Proposal 7. As articulated in our opposition statement to Proposal 7, the proposal asks for a report that none of our competitors are required to disclose, putting us at a disadvantage relative to them by compelling us to reveal confidential information or proprietary information about our business or strategy. We believe that any additional lobbying disclosure requirements that go beyond those required under existing law should be applicable to all participants engaged in the political process, rather than to us alone, as the proposal requests.
In light of United’s leadership in the airline industry on climate action, our recent significant commitment to reduce our greenhouse gas emissions by 100% by 2050, and our responsible and transparent lobbying efforts on environmental matters, the Board does not believe that this proposal is necessary or in the best interests of the Company and our stockholders.
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Title of Class
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Shares
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Holders of
Record(a) |
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Votes per
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Voting for
Directors |
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| Common Stock | | | | | 323,577,823 | | | | | | 5,990 | | | | | | 1 | | | |
Class elects
11 directors |
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| Class Pilot MEC Junior Preferred Stock | | | | | 1 | | | | | | 1 | | | | | | 1 | | | |
Class elects
1 director |
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| Class IAM Junior Preferred Stock | | | | | 1 | | | | | | 1 | | | | | | 1 | | | |
Class elects
1 director |
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Three Months Ended
June 30, 2020 |
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Three Months Ended
December 31, 2020 |
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| Net cash used by operating activities | | | | $ | (130) | | | | | $ | (2,137) | | |
| Cash flows provided by investing activities | | | | | 812 | | | | | | — | | |
| Cash flows provided by financing activities | | | | | 2,382 | | | | | | 481 | | |
| | | | | | 3,064 | | | | | | (1,656) | | |
| Adjusted to remove: | | | | | | | | | | | | | |
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CARES Act Payroll Support Program (“PSP”) grant
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| | | | 3,154 | | | | | | — | | |
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PSP Note
|
| | | | 1,309 | | | | | | — | | |
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Equity issuances
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| | | | 1,135 | | | | | | 968 | | |
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Net proceeds from sale of short-term and other investments
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| | | | 838 | | | | | | 137 | | |
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Secured debt (net of discount and fees)
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Increase in certain restricted cash balances
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| | | | 1 | | | | | | 11 | | |
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CARES Act secured loan
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| | | | — | | | | | | — | | |
| Total adjustments | | | | | 6,687 | | | | | | 1,366 | | |
| Adjusted Cash Burn | | | | $ | (3,623) | | | | | $ | (3,022) | | |
| Days in the period | | | | | 91 | | | | | | 92 | | |
| Average daily cash burn | | | | $ | (40) | | | | | $ | (33) | | |
| Further adjusted to remove: | | | | | | | | | | | | | |
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Debt principal and severance payments(a)
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| | | | (288) | | | | | | (886) | | |
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Timing of certain payments
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| | | | 160 | | | | | | (148) | | |
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Capital expenditures, net of flight equipment purchase deposit returns
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| | | | (39) | | | | | | (137) | | |
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Investments in the recovery
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| | | | — | | | | | | (139) | | |
| Total additional adjustments | | | | | (167) | | | | | | (1,310) | | |
| Core cash burn | | | | $ | (3,456) | | | | | $ | (1,712) | | |
| Days in the period | | | | | 91 | | | | | | 92 | | |
| Average daily core cash burn | | | | $ | (38) | | | | | $ | (19) | | |
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D-63
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D-64
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2021 Proxy Statement
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