SEC Filing - United Airlines Holdings, Inc.

View:

Download DOC

Download PDF

Download XLS

tm222497-1_def14a - none - 28.3438585s

TABLE OF CONTENTS

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

United Airlines Holdings, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

[MISSING IMAGE: tm222497d1-cov_ofcpn.jpg]

TABLE OF CONTENTS

[MISSING IMAGE: lg_unitedairlineshold-pn.jpg]

A Message from Our Chairman

Dear Fellow United Stockholders,

On behalf of the United Airlines Holdings, Inc.’s Board of Directors, it is my pleasure to invite you to attend our 2022 Annual Meeting of Stockholders, which is scheduled to be held on Wednesday, May 25, 2022 at 9:00 a.m. Central Time. In light of last year’s successful virtual annual meeting, which allowed for greater participation by our stockholders, the Board decided that this year’s Annual Meeting will again be held in a solely virtual meeting format. The following Notice of 2022 Annual Meeting of Stockholders and accompanying Proxy Statement will serve as your guide to the business to be conducted at the Annual Meeting.

As the new Chairman of the Board after serving as independent Lead Director since 2020, I am excited to continue working closely with my fellow Board members, our CEO Scott Kirby and our dedicated senior management team on implementation of the United Next plan, a fundamental strategic evolution for driving future growth that Scott discusses in his letter. The Board also has remained focused on protecting the health and safety of our employees and customers, monitoring the implementation of the Company’s strategic goals and commitments and improving our governance practices and disclosures in several crucial areas.

Over the last several years, the Board has worked with Scott and the senior management team to ensure that our environmental, social and governance approach is incorporated into United’s corporate strategy. In 2021 United established several bold, quantifiable and time-bound ESG goals and enhanced its ESG reporting. To show progress on its pledge to become 100% green by achieving net-zero greenhouse gas emissions by 2050 without relying on the use of traditional carbon offsets, United committed to a mid-term goal of reducing, compared to 2019, its carbon intensity by 50% by 2035. In addition, the United Aviate Academy opened in 2021 with a new diversity goal for at least 50% of the 5,000 students the airline has committed to train by 2030 to be women and people of color. United also demonstrated that it takes stockholder feedback seriously by adding ESG objectives as a part of its compensation program metrics for 2022 that are designed to reward progress against its ESG goals.

In December 2021, we were fortunate to add Matthew Friend, Executive Vice President and Chief Financial Officer of NIKE, Inc., to our Board and we are pleased to nominate him for election by stockholders at the Annual Meeting. The Board will benefit from Matt’s extensive global finance, strategy and business planning skills to help guide the airline as it charts a successful future. The Board also welcomed Captain Michael Hamilton, who was elected to the Board by the United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International following Captain Todd Insler’s departure from the Board in March, and Richard Johnsen, who was elected to the Board in July 2021 by the International Association of Machinists and Aerospace Workers following Sito Pantoja’s resignation from the Board. We would like to take this opportunity to thank David Vitale, who will retire from the Board effective after this Annual Meeting, Captain Insler and Mr. Pantoja for their years of exemplary service and devotion to the Company and its stakeholders.

Lastly, I join our entire Board in expressing our thanks to our United team for fighting through unprecedented obstacles to overcome the daunting challenges that the COVID-19 pandemic is bringing to aviation. We also would like to thank you for your interest and continued confidence in United and the opportunity to serve United as directors on your behalf. We hope you will participate in the Annual Meeting by attending virtually and ask for your support for our directors and other items described in this Proxy Statement by voting, as promptly as possible, through one of the options laid out in the Proxy Statement. We hope that you and your families continue to stay healthy and safe and that you will have an opportunity, whether for business or pleasure, to travel with us in 2022.

[MISSING IMAGE: ph_philipedwardcir-bw.jpg]

Sincerely,

Edward M. Philip

Chairman of the Board

TABLE OF CONTENTS

A Message from Our Chief Executive Officer

Dear Fellow United Stakeholders,

During the pandemic, United became the leading global airline, building the foundation to become the world’s biggest and best airline during the post-COVID recovery era. In 2021, we announced the groundbreaking United Next strategy and aircraft order to align our network and product with the potential of our hubs. This strategy is anticipated to increase our gauge by 30% and maintain a superior and consistent customer experience. We believe that it will ultimately enable the largest and most profitable global network, leading United to a significant improvement in our financial performance. We remain clear-eyed and focused on delivering the financial targets that we announced as part of United Next, representing profitability well above 2019 levels.

Making United the airline our customers choose to fly is key to our success, and we have done and will continue to do more to build our brand and strengthen the loyalty among our customers. Below are some of the leading achievements that I’m most proud of:

- Safety – United was the first airline to require masks on airplanes. We knew it would be controversial and we worked with our flight attendants on de-escalation to minimize incidents. As a result of their caring professionalism, we’ve had far fewer incidents onboard than other airlines. Our flight attendants have truly been heroes during this crisis. United was also the only airline in the world to run auxiliary power units to provide airflow during the entire enplaning and deplaning process as an additional precautionary measure against the spread of COVID-19 to keep customers and flight crews safe. And of course, we know that our vaccine requirement minimized the spread of COVID-19 among our employees and customers. When we say safety is our #1 priority, it’s not just a corporate talking point – we live and do it even when it’s hard, costs money or invites criticism from some quarters.

- Customer Service – Despite the crisis, we’ve seen over a 30-point improvement in Net Promoter Score. We are on a path to de-commoditize air travel. Yes, customers care about price, but they also care about quality and service. When you fly United, I hope that you’ll agree, it just feels different and better. To me, customer service is about culture change more than anything. Culture change has to start at the top, but we also changed policies that led to bad customer service by eliminating change fees permanently, instituting connection saver (a technology that automatically identifies departing flights that can be held for connecting customers, while still preserving on-time arrivals) and eliminating delay codes (to help ensure passengers make connections without employees worrying about being penalized for a delay), as just three higher profile examples. United has wonderful and caring people, and we are changing policies with the intent to make employees feel empowered to do the right thing for our customers.

- Sustainability – United is leading the global airline industry in taking real action on sustainability. This is NOT a marketing issue. It’s something that all of us, starting with me personally, care deeply about and is why we are taking steps that are very different from any of our competitors (though I sincerely hope that more and more of them join us). We have committed to purchasing more sustainable aviation fuel than any other airline in the world. We were the first airline to place an order for electric aircraft, and perhaps most importantly, we were the first airline to announce a commitment to invest in direct air capture. While planting trees is a nice effort, there is simply not enough room on the planet to plant all the trees necessary. It’s time for large companies, politicians, regulators and the world to get real on what is scalable and will actually make a difference.

- Diversity, Equity and Inclusion – There’s far too much talk in our society about DEI and not nearly enough action. DEI is about creating opportunity. At United, the best example of our action is our United Aviate Academy. We are the only large U.S. airline to own a pilot training academy. We are training aspiring young pilots from the ground up, giving them better technical and safety training than other private flight schools, including upset recovery training modeled on what military pilots receive. There are huge barriers to entry to becoming a pilot, resulting in less than 20% of commercial airline pilots at major U.S. airlines being women or people of color, which is why we committed to a goal of having at least 50 percent of new students being from a diverse background – creating great career opportunities that weren’t there before.

I’m proud of our leading accomplishments during the pandemic. I believe that it built the foundation to make United the biggest and best airline in the world in the years to come. To me, best means that we are the most profitable airline in the world, we are the most trusted airline for customers and we have the most pride among our employees.

To be clear, I believe success in these areas will provide the fuel that allows us to continue to invest in aircraft, products and our people to drive more profitability, allowing for more investment, and the cycle goes on and on.

TABLE OF CONTENTS

For 2022, we have four pillars focused on taking our airline to even greater heights:

- United Next: This will be transformative. We expect delivery of more than 100 new aircraft for each of the next five years, a record among airlines. We’ll also be upgrading the interiors of our existing aircraft, hiring over 50,000 new employees, expanding our leading global network to underserved countries and making significant technology changes designed to improve the customer experience and drive operational efficiency.

- Operational excellence: The most important factor for customer satisfaction is on-time flights. We face some unique challenges in this respect because we operate hubs in the most congested and constrained airports in the country. That backdrop means that United needs to be a leader at using technology to overcome these challenges. We believe that we have been doing that, but we have a lot of ideas to continue making advancements in this area.

- Adjusted cost per available seat mile (“CASM-ex”): We expect that growth, a 30% increase in gauge, combined with fundamental operational changes will help us outperform all other U.S. airlines on CASM-ex. We believe this will be key in driving absolute and relative margin improvement. And having best-in-class CASM-ex performance is expected to provide the cash flow needed to support our investments in growth.

- Customer service: We’ve made huge progress here and we believe that excellent customer service is part of de-commoditizing air travel. Our people are our greatest asset and they’re by far the most important part of our product. A great route network, new aircraft, great Wi-Fi, etc. are a necessary but not sufficient condition for a great brand. Ultimately our people provide customers with the service they expect.

The entire United team is passionate about building the world’s biggest and best airline and achieving record levels of profitability. I often say that I have the easiest job of anyone at United because I only have one responsibility – make our employees proud. When our employees are proud of United, they want our customers to feel the same way.

I want our employees to know in their hearts that United is the best place to have a career, a place they want their children and grandchildren to work and the kind of company that can help individuals and families live the American dream.

And finally, I want our customers to love us. United is committed to doing the right thing, to standing for something and to making the difference in the world around us.

In short, we won’t be satisfied until we’re the best for our employees, our customers and our shareholders. We’re absolutely committed to achieving our United Next financial targets, leading the industry on cost performance and building the most profitable airline in aviation history.

Thank you for investing in United. The last couple of years of the pandemic have been difficult for all of us. But as tough as the last two years have been, we used that time to reshape our culture and build the foundation to be the world’s biggest and best airline.

[MISSING IMAGE: ph_kirbyscottcir-bw.jpg]

Sincerely,

Scott Kirby
Board Director and Chief Executive Officer

TABLE OF CONTENTS

Notice of 2022 Annual Meeting of Stockholders

Notice is hereby given that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of United Airlines Holdings, Inc. (“we,” “us,” “our,” United or the “Company”) will be held by live webcast at the date, time and website noted below without an option for physical attendance. Only stockholders listed on the Company’s records at the close of business on the record date are entitled to vote on the matters presented at the Annual Meeting (or any adjournment or postponement thereof).

Date & Time	Where	Record Date

Wednesday, May 25, 2022 at 9:00 a.m. CDT	Virtually online at www.virtualshareholdermeeting.com/UAL2022	April 6, 2022

At the Annual Meeting, stockholders will consider and act upon the following proposals:

Meeting Agenda		Recommendation
1.	The election as directors of the eleven nominees named in the attached proxy statement for a one-year term.		FOR each director nominee.
2.	The ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2022.		FOR
3.	A vote to approve, on a nonbinding advisory basis, the compensation of our named executive officers.		FOR
An advisory vote on the stockholder proposal described in this proxy statement, if properly presented at the Annual Meeting, requesting that:
4.	The Board of Directors issue an annual report disclosing information regarding our lobbying policies and activities.		AGAINST

In addition, we will transact such other business, including certain stockholder proposals, as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Your vote is important: We encourage all stockholders of record to read the attached proxy statement with care and vote right away using any of the following methods, even if they intend to attend the Annual Meeting. If you plan to vote during the Annual Meeting, you may do so if you enter the control number found on your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card, as applicable, at the time you log into the meeting at virtualshareholdermeeting.com/UAL2022.

By Internet*	By Phone	By Mail	By QR Code

www.proxyvote.com	In the U.S. or Canada dial toll-free 1-800-690-6903	Cast your ballot, sign your proxy card and send in our prepaid envelope	Scan this QR code to vote with your mobile device (may require free app)

By order of the Board of Directors.

E. Anna Ha
Assistant General Counsel and Corporate Secretary
Dated: April 14, 2022
233 S. Wacker Drive
Chicago, Illinois 60606
(principal executive office)

TABLE OF CONTENTS

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 25, 2022: Our Board of Directors is soliciting your proxy on behalf of the Company for the Annual Meeting, which will be held on May 25, 2022 at 9:00 a.m., Central Time, or any adjournment or postponement thereof. Pursuant to rules promulgated by the Securities and Exchange Commission, we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the internet, thereby capturing cost and environmental benefits. On or about April 14, 2022, we will begin mailing a Notice of Internet Availability of Proxy Materials to stockholders informing them that this Notice of 2022 Annual Meeting of Stockholders, the accompanying proxy statement and our 2021 Annual Report on Form 10-K are available free of charge at www.proxyvote.com, a site that does not have “cookies” that identify visitors to the site. We also will begin sending a paper copy of the proxy materials to those stockholders of record who have requested a paper copy. Brokers and other nominees who hold shares on behalf of beneficial owners may be sending their own similar notices. The proxy materials are available on our investor relations website, ir.united.com. Information on our website, including our Corporate Responsibility Report, is not considered part of the Proxy Statement.

TABLE OF CONTENTS

Table of Contents

	A Message from Our Chairman
	A Message from Our Chief Executive Officer
	Notice of 2022 Annual Meeting of Stockholders
	Proxy Statement Summary and Voting Map					1
	Annual Meeting Information					1
	Company Information					3
	Selected Highlights of Our 2021 Accomplishments and Results					3
	Environmental, Social and Governance Approach and Highlights					4
	Corporate Governance Highlights					10
	Stockholder Engagement and Feedback					12
	Items of Business and Board Voting Recommendations					13
	Item 1
	Election of Directors					18
	Director Qualifications					19
	Board Diversity					20
	Director Biographical Information					21
	Board and Corporate Governance Matters					32
	Board Selection and Election					32
	Board Governance					37
	Governance Policies and Principles					43
	How the Board Is Organized					45
	Communications with Directors and Stockholder Engagement					51
	Director Compensation					54
	Securities Ownership					59
	Certain Beneficial Owners					59
	Directors and Executive Officers					60
	Equity Compensation Plan Information					62
	Delinquent Section 16(a) Reports					62
	Item 2
	Ratification of Appointment of Independent Registered Public Accounting Firm					63
	Audit Committee Report					64
	Audit Committee Pre-Approval Policy and Procedures					66
	Independent Registered Public Accounting Firm Fees					67

	Item 3
	Advisory Vote to Approve Executive Compensation					68
	Executive Compensation					69
	Compensation Discussion and Analysis					69
	1 \| Introduction					69
	2 \| Say-on-Pay Vote and Stockholder Engagement					73
	3 \| Executive Compensation Philosophy					74
	4 \| CARES Act Compensation Limits					75
	5 \| Executive Compensation Governance Practices					75
	6 \| Linking Pay to Performance					77
	7 \| Compensation Process and Oversight					78
	8 \| 2021 Executive Compensation Program					81
	9 \| Other Compensation Components and Matters					86
	10 \| Preview of 2022 Executive Compensation Program					88
	Compensation Committee Report					90
	2021 Summary Compensation Table					91
	Grants of Plan-Based Awards for 2021					94
	Narrative to 2021 Summary Compensation Table and Grants of Plan-Based Awards for 2021 Table					95
	Outstanding Equity Awards at 2021 Fiscal Year-End					97
	Option Exercises and Stock Vested for 2021					100
	2021 Pension Benefits Table					101
	Narrative to Pension Benefits Table					102
	Potential Payments upon Termination or Change in Control					104
	2021 CEO Pay Ratio					112
	Item 4
	Advisory Vote on Stockholder Proposal Regarding Lobbying Policies and Activities					114
	Annual Meeting Information					121
	General Information About the Annual Meeting					121
	Householding					127
	Other Business					128

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement (the “Proxy Statement”) contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including those set forth below in “2021 Business Highlights” and “Environmental, Social and Governance Approach and Highlights.” All statements that are not statements of historical facts are, or may be deemed to be, forward-looking statements. Such forward-looking statements are based on historical performance and current expectations, estimates, forecasts and projections about our future financial results, goals, plans, commitments, strategies and objectives and involve inherent risks, assumptions and uncertainties, known or unknown, including internal or external factors that could delay, divert or change any of them, that are difficult to predict, may be beyond our control and could cause our future financial results, goals, plans and objectives to differ materially from those expressed in, or implied by, the statements. No forward-looking statement can be guaranteed. Forward-looking statements in this Proxy Statement should be evaluated together with the many risks and uncertainties that affect United Airlines Holdings, Inc.’s (“we,” “us,” “our,” United or the “Company”) business and market, particularly those identified in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 (“2021 Annual Report on Form 10-K”), as updated by its subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the Securities and Exchange Commission (“SEC”). The forward-looking statements included in this document are made only as of the date of this document and except as otherwise required by applicable law or regulation, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise.

WEBSITE REFERENCES

The Proxy Statement includes several website addresses and references to additional materials found on those websites, including our Corporate Responsibility Report. These websites and materials are provided for convenience only, and the content on the referenced websites is not incorporated by reference herein and does not constitute a part of this Proxy Statement or any of the Company’s other SEC filings.

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

This summary highlights certain information contained elsewhere in the Proxy Statement. This summary does not contain all of the information you should consider and you should read the entire Proxy Statement and our 2021 Annual Report on Form 10-K before casting your vote.

The Board of Directors of the Company (the “Board”) is soliciting your proxy on behalf of the Company to vote your shares at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The Proxy Statement has been prepared by our management and approved by the Board and is being sent or made available on or about April 14, 2022 to our stockholders of record as of April 6, 2022 (the “Record Date”).

Annual Meeting Information

The Annual Meeting will be held by live webcast at the date, time and website noted below without an option for physical attendance.

	Date & Time			Where			Record Date
	Wednesday, May 25, 2022 at 9:00 a.m. CDT			Virtually online at www.virtualshareholdermeeting.com/UAL2022			April 6, 2022

Attending the Annual Meeting

We are committed to ensuring, to the extent possible, that stockholders will be afforded the ability to participate at the virtual Annual Meeting similarly to how they would participate at an in-person meeting. To attend, vote and submit questions during the Annual Meeting visit www.virtualshareholdermeeting.com/UAL2022 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card. If you do not have a control number, contact your broker for access or follow the instructions sent with your proxy materials. Guests may join the Annual Meeting in a listen-only mode, but they will not have the option to vote shares or ask questions during the virtual Annual Meeting. Once admitted, you may submit questions, vote or view our list of stockholders during the Annual Meeting by following the instructions that will be available on the Annual Meeting website. We encourage you to access the Annual Meeting before it begins as participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first come, first served basis once electronic entry begins. If you cannot attend the meeting, it will be webcast and available on our Investor Relations website at ir.united.com. Online access to the webcast will open approximately 15 minutes prior to the start of the Annual Meeting. A question and answer session will follow the formal business of the Annual Meeting. To submit questions in advance of the Annual Meeting, visit www.virtualshareholdermeeting.com/UAL2022 before 9:00 A.M. Central Time on May 25, 2022 and enter the control number. To submit a question during the meeting, visit www.virtualshareholdermeeting.com/UAL2022, enter your control number and type your question into the “Ask a Question” field and click “Submit.” The Company will provide direct and specific information to stockholder proponents on how they can present their stockholder proposals during the meeting. If you have difficulty accessing the meeting, please call the assistance number listed on the site login screen. Technicians will be available to assist you. For more information about the virtual-only meeting format, please see the section entitled “General Information About the Annual Meeting” in the Proxy Statement.

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

Who Can Vote

The Board has fixed the close of business on April 6, 2022 as the Record Date. You are entitled to vote at the Annual Meeting and at any adjournment thereof if you were a holder of the Company’s common stock as of the close of business on April 6, 2022. Please see “Who is entitled to vote?” on page 122 of the Proxy Statement for additional information. A complete list of these stockholders will be available for 10 days prior to the Annual Meeting for any purpose germane to the Annual Meeting by contacting our Corporate Secretary at UALBoard@united.com. In addition, a complete list of stockholders entitled to vote at the Annual Meeting will be open to the examination of any stockholder during the meeting by following the instructions on the Annual Meeting website once they enter the meeting.

How to Vote

Advance Voting Methods and Deadlines

We encourage all stockholders to read the Proxy Statement with care and vote as promptly as possible using any of the following methods, even if they plan to attend the Annual Meeting.

By Internet*	By Phone	By Mail	By QR Code

www.proxyvote.com	In the U.S. or Canada dial toll-free 1-800-690-6903	Cast your ballot, sign your proxy card and send in our prepaid envelope	Scan this QR code to vote with your mobile device (may require free app)

If your shares are held in a stock brokerage account or by a bank or other nominee, your ability to vote by telephone or over the internet depends on your broker’s voting process. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you. Votes submitted by Internet (including QR code), phone or by mail must be received by 10:59 p.m., Central Time, on May 24, 2022, the day before the Annual Meeting. Any person giving a proxy has the power to revoke it at any time and stockholders who virtually attend the meeting may withdraw their proxies and vote electronically at the meeting. You can find detailed information about voting in the section entitled “General Information About the Annual Meeting” in the Proxy Statement.

Voting at the Annual Meeting

If you plan to vote during the Annual Meeting, you may do so if you enter the control number found on your Notice of Internet Availability of Proxy Materials, voting instruction form or proxy card, as applicable, at the time you log into the meeting at virtualshareholdermeeting.com/UAL2022. Please see “Annual Meeting Information” on page 121 for more information.

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

Company Information

The Company’s shared purpose is “Connecting People. Uniting the World.” The Company has the most comprehensive route network among North American carriers, including U.S. mainland hubs in Chicago, Denver, Houston, Los Angeles, New York/Newark, San Francisco and Washington, D.C.

Selected Highlights of Our 2021 Accomplishments and Results

Selected highlights of our financial and operational results in 2021 are provided below:

•

Set a new Net Promoter Score record in 2021, despite the sharp spike in COVID-19 pandemic cases caused by the emergence of new variants

•

Announced the purchase of 270 new Boeing and Airbus aircraft (the largest combined order in the airline’s history and the biggest by an individual carrier in the last decade), which was part of the United Next plan to transform the customer experience by retrofitting 100% of the mainline, narrow-body fleet and creating a new signature interior with a roughly 75% increase in premium seats per departure1 and an approximately 30% increase in gauge2

•

Set 2023 and 2026 financial targets, including 2026 adjusted EBITDA margin of ~20% and adjusted pre-tax margin of ~14%, associated with the United Next plan that are expected to lower unit costs, maximize the earnings potential of the airline and restore the balance sheet3

•

Raised a first-of-its-kind secured financing and largest non-merger financing transaction in airline history, collateralized by substantially all of the Company’s network of certain route authorities and airport slots and gates

•

Ended 2021 with over $20 billion in available liquidity, including the $1.8 billion undrawn revolving credit facility4

•

Identified $2.2 billion in structural cost savings

•

Launched the industry-exclusive “Travel Ready Center” to ease the burden of COVID-19 travel restrictions

•

Launched a new corporate venture capital fund—United Airlines Ventures—which will allow the airline to continue investing in emerging companies that have the potential to influence the future of travel

•

Assisted in the evacuation of 15,000 passengers on 94 flights as part of Afghan relief efforts

•

Through a combination of cargo-only flights and passenger flights, transported nearly 300 million pounds of freight, including nearly 23 million pounds of vital shipments, such as medical kits, personal protective equipment, pharmaceuticals and medical equipment

Premium seats per short-haul departure on North America fleet

Gauge increase of 30 seats per departure through 2026 on North American fleet

Please refer to our Current Report on Form 8-K filed on June 29, 2021 with the SEC, which contains the United Next financial targets

Available liquidity includes cash, cash equivalents and short-term investments and revolving credit facilities

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

Environmental, Social and Governance Approach and Highlights

Our shared purpose of “Connecting People. Uniting the World” drives each decision that we make. That is why as we pursue our goal of building the greatest airline in aviation history, we put our Environmental, Social and Governance (“ESG”) at the forefront of our corporate strategy. We believe that it is, simply, the right thing to do. Given the importance of our ESG strategy to our financial performance and talent acquisition and retention, our Chief Executive Officer and other senior management are continuously evolving our ESG approach with insight, input and oversight from our Board. Active engagement with a diverse group of stakeholders also informs our ESG strategy. Accordingly, we have announced several bold, quantifiable and time-bound ESG goals, which include pledging to become 100% green by achieving net zero greenhouse gas (“GHG”) emissions by 2050 without relying on the use of traditional carbon offsets and to meet a mid-term objective of reducing our carbon intensity by 50%, compared to 2019, by 2035. We have also developed tools to manage and track our ESG data. While we are pleased with the progress we have made to date, especially in developing strategies to cultivate employee diversity so that our workforce can be more representative of our customer populations and the communities in which we live and fly and to also mitigate our contribution to climate change, we recognize that there is considerably more that we can—and must—do to fully infuse our ESG practices into our business operations so that we can achieve our ambitions for the Company’s future. We believe that improving our ESG performance yields substantial benefit to our employees, customers and other stakeholders in our Company – and, indeed, the planet – and will aid our journey to becoming the first choice for air travel.

Transparency through active stakeholder engagement and robust public reporting of our ESG strategy and performance allows our various stakeholders to measure our ESG performance and track our progress against our goals. One year after announcing an ambitious set of climate-related pledges, we disclosed key ESG qualitative and quantitative data in our 2021 Annual Report on Form 10-K, including our 2019 and 2020 Scope 1 (direct), Scope 2 (indirect) and Scope 3 (other indirect) GHG emissions and carbon intensity emission rates as well as aggregate information regarding certain self-identified characteristics of our U.S. employees. We also report clear information around performance and progress toward our ESG goals in alignment with recognized external ESG reporting frameworks, including the Task Force on Climate-related Financial Disclosures (“TCFD”).

Our governance framework includes direct oversight by our Board of our ESG risks, assessments, disclosures, strategy and external engagement. The Public Responsibility Committee, the Audit Committee, the Nominating/Governance Committee and the Compensation Committee have key responsibilities relating to ESG topics. The Public Responsibility Committee has primary oversight responsibility for our ESG initiatives and risks, which includes reviewing our sustainability and climate-related strategic goals and objectives (including periodically assessing our performance against these goals and objectives as well as other relevant and appropriate sustainability and corporate responsibility scorecards and rankings) as well as our policies, positioning and practices concerning safety and public health (including workplace and customer safety and security). As part of our enhanced focus on transparency through reporting, the Audit Committee in 2021 added in its charter the responsibility of overseeing our controls and procedures relating to our material ESG, disclosures and reporting, including assurance processes where applicable. In 2021 the Nominating/Governance Committee amended the Company’s Corporate Governance Guidelines and the charter of the Nominating/Governance Committee to reflect the governance practices followed by the Nominating/Governance Committee in support of the Board's commitment to board diversity. The Compensation Committee also updated its charter in 2021 to reflect its review of our significant human resources strategies and highlighted the Committee’s review of diversity, equity, and inclusion (“ DEI ”) matters. Management periodically updates the full Board on issues related to the implementation of our ESG strategy.

We have included below a brief discussion of certain key ESG matters to our business.

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

Climate Strategy

The Company’s commitment to operating an environmentally sustainable and responsible airline is woven into its long-term strategy and its values. We believe that it is critical, now more than ever, to continue to enhance our services connecting people and uniting the world and are committed to finding solutions—both individually as a company and together with partners in both the private and public sectors—and to do so sustainably and responsibly while also achieving our financial goals. As an industry that depends on fossil fuels to operate, we recognize our contribution to climate change and our responsibility to solve it. That is why the Company is the only airline in the world to commit to going 100% green by achieving net zero GHG emissions by 2050 without relying on traditional carbon offsets.

At United, we are committed to investing in solutions that can actually reduce, and ultimately remove, emissions from flying. That is why in 2021 we established a strong mid-term goal of reducing our carbon intensity by 50% compared to 2019 by the year 2035. Our 2035 carbon intensity goal is based on science that aligns with the goals of the Paris Agreement and will help us make clear progress toward our 2050 net zero goal.

Our strategy to achieve our climate goals is centered around four key pathways:

Reducing the Company’s environmental footprint.

Innovating for potentially transformative carbon reduction technology.

Removing carbon emissions in the atmosphere.

Collaborating with employees, customers, airports, suppliers, cross-industry partners and policymakers to facilitate faster action and the commercialization of technology solutions concerning climate change.

United’s commitment to reducing its environmental footprint:

Today, nearly all (98%) of the Company’s GHG emissions are from the combustion of conventional jet fuel. Reducing our consumption of conventional jet fuel by maximizing our fuel efficiency and working to replace the conventional jet fuel that we use with alternative fuel is the nearest-term and fastest mechanism for the Company to reduce its emissions.

Sustainable aviation fuel (“SAF”) is an alternative fuel derived from renewable or waste products that can reduce lifecycle GHG emissions by upwards of 85% compared to conventional jet fuel. In addition, SAF is “drop-in” ready, meaning it is interchangeable with conventional jet fuel and requires no modifications to our aircraft engines or airframes. This also makes it compatible with the existing fuel distribution and storage infrastructure at airports.

The Company has long championed the development, deployment and commercialization of SAF and has invested in more SAF production than any other airline globally as of December 31, 2021 based on publicly announced investments.

Some of our recent SAF accomplishments include:

•

In 2021, the Company launched its first-of-its-kind Eco-Skies Alliance program, with two separate enrollments in which corporate partners agreed to collectively fund the price premium for approximately 7.1 million gallons of SAF.

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

•

In September 2021, the Company made a joint investment with Honeywell UOP in Alder Fuels, a new cleantech venture developing a first-of-its-kind low-carbon crude technology to accelerate large-scale SAF production. The Company also agreed to purchase up to 1.5 billion gallons (enough to fly more than 57 million passengers) of SAF from Alder Fuels.

•

In December 2021, the Company made aviation history by operating the first passenger flight using 100% SAF, in one engine, from Chicago to Washington, D.C. The flight showcased the safety of SAF and the potential for a dramatically reduced carbon footprint for aviation.

•

In March 2022, the Company made an investment in Cemvita Factory and announced a collaboration with Oxy Low Carbon Ventures to commercialize the production of SAF intended to be developed through a revolutionary new process using CO2 and synthetic microbes.

United is also focused on doing the right thing for the planet through innovating in carbon reduction technology, investing in carbon capture technologies to sequester carbon and potentially utilize and recycle captured carbon to make low-carbon fuels and collaborating with other parties:

•

In June 2021, the Company launched a new corporate venture capital fund, United Airlines Ventures, to focus on investments in early-stage climate technology companies with the potential to scale and support the Company’s climate targets, or that are generally supporting of advancing sustainability within the broader economy.

•

From 1990 to 2021, the Company improved our mainline fuel efficiency by more than 30% by introducing newer, more fuel-efficient aircraft into our fleet as well as improving the efficiency of its existing fleet.

•

In 2021, the Company announced United Next and entered into firm narrow-body aircraft orders for 200 Boeing 737 MAX aircraft and 70 Airbus A321neo aircraft, which are expected to have an 11% overall improvement in fuel efficiency and 17-20% lower carbon emission per seat compared to older planes.

•

In December 2021, the Company became the largest airline to invest in zero-emission, hydrogen-electric engines for regional aircraft, through an equity stake in ZeroAvia.

•

We also have been revamping our flight and ground operations, implementing operational and procedural initiatives to drive fuel conservation. Over 4,000 units of the Company’s ground service equipment (“GSE”) around the world are electric or use alternative fuels and, as of the end of 2021, nearly 32% of its GSE fleet has been electrified.

•

We work collaboratively across our organization and with air traffic control providers to improve fuel efficiency through the implementation of best practices by providing training to our pilots and also dispatchers and supplying them with the tools needed to execute those strategies.

•

We work in collaboration with cross-industry partners and policymakers to accelerate commercialization of low carbon technologies for aviation.

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

Human Capital Management and Resources

Our employees around the world are joined in our shared purpose of “Connecting People. Uniting the World” by enabling connections that matter and move society—whether it is connecting people across cultures, flying a loved one to a wedding, connecting medical professionals at a breakthrough conference or getting a business traveler to an important meeting or back home in time for a child’s big game. Our ability to make these connections, as well as to build long-term value for our stockholders and contribute to the broader community, depends on our commitment to attract and retain the best talent at all levels of our organization and across our global workforce. To facilitate talent attraction and retention, we strive through our human capital management strategy to create lifelong careers for our people. That includes professional development and promotional opportunities and the ability to qualify for retirement benefits, health and wellness benefits and, of course, travel privileges as we remain dedicated in providing the best place for our employees to work. Our Core4 (we are safe, caring, dependable and efficient) serves as the framework for how we take care of our customers and each other and how we make decisions as a team. For the Company, our shared purpose is about more than getting people from one place to another and executing our strategic priorities: it means that as a global company that operates in hundreds of locations around the world with millions of customers, we have a unique responsibility and opportunity to drive meaningful change in the places where we fly by creating exciting, rewarding and long-term careers for tens of thousands of people who live in the communities that we serve.

Diversity, Equity and Inclusion

We are creating pathways for more diverse representation, equitable opportunities and inclusion in all areas of our business. It starts within our workplace and extends outward to include our customers, commercial partners and communities.

Strong leadership and a place for every team member to get involved are both key to our success. Our Board is actively engaged and regularly updated on our DEI strategy. Our Executive Council on DEI, comprised of the full executive leadership team and chaired by our President, Brett Hart, sets the tone and supports our strategic vision for a more diverse, equitable and inclusive workplace and world. The “We Stand United” council, a team of officers and senior leaders from across the Company embeds DEI into every aspect of our business on behalf of our internal and external stakeholders. We also strategically partner with eight employee-run Business Resource Groups (“BRG”). Our BRGs are strategic vehicles to amplify our employees’ voices, provide inclusive workplace support, increase awareness and understanding, challenge inequities and create a platforms for service, learning and leadership development. Each BRG – Black, LGBTQ+, multicultural, multigenerational, people with disabilities, veterans, women and working parents & caregivers – is sponsored by executive team members who support their mission.

The future of our DEI strategy focuses on creating new pathways into our long, rewarding careers and growing diversity at every level of our operation. In the spring of 2021, the Company set a goal to train 5,000 pilots by 2030 at our new facility the United Aviate Academy at Phoenix Goodyear Airport and a goal for at least half of those students to be women or people of color. With our inaugural class of 30 students, we exceeded that goal with 80% of students being women or people of color. Students will complete a rigorous, year-long training program that sets them up for a career that reflects the Company’s high standard of professionalism and deep commitment to delivering a safe, caring, dependable and efficient travel experience. Moving forward, we anticipate welcoming between 25 and 50 new students each month and expect to train at least 500 students yearly. Building on the success of United Aviate Academy, we will create greater awareness and access to opportunities in other technical

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

and management careers for underrepresented groups. We are growing our programs focused on developing inclusive pipelines for management, technician and dispatch careers.

To track our progress on growing the demographic diversity of our workforce and show our commitment to transparency as we progress toward our goal of more fully reflecting the diversity of the communities that we serve, in 2021, in the first of what has become an annual report, we shared our U.S. workforce demographic data. Each business unit has established a DEI strategy tailored to its needs. While we have already made progress in the right direction, we recognize that we have work to do in certain leadership levels and technical roles. We also shared our achievement of near-perfect pay equity and committed to maintaining it for employees of all genders, races and ethnicities for employees performing comparable work across our U.S. operations.

We are also focused on enhancing inclusive culture because we recognize that employees who feel like they belong here can perform at their best and deliver service that gives customers a sense of belonging. Some steps that we have taken to grow our inclusive culture for employees in 2021 include the following:

•

Listening. Rolled out a comprehensive Listening Session strategy and toolkit for leaders to connect with their team members and report themes from which we can learn.

•

Learning and development. Integrated DEI into our learning and development and increased our leadership development programs to further invest in our employees.

•

Understanding. Launched our first annual self-ID campaign, inviting employees to share new dimensions of diversity, which included gender identity and more than one race or ethnicity. This initiative will help us gain a deeper understanding of our workforce so we can tailor employee programs and policies to be more inclusive and reflective of our diverse team.

•

Modernizing appearance. Modernized our appearance standards for uniformed customer-facing United employees to permit greater freedom of expression and to be less gender-specific and more flexible and inclusive.

•

Inclusive language. Signed our first collective bargaining agreement with gender neutral language.

We want every customer to feel safe and welcome when they fly with us. Here are some actions we took last year to ensure our service reflects the diverse, global customer base that we serve:

•

Accessible travel for customers. From intuitive inflight entertainment for screen readers to menu planning and service that reflects the cultures in diverse locations that we serve, we want all our customers to feel safe and welcome when they fly with us.

•

Mobile app. Our United mobile, award-winning app for design and user experience is assisting visually impaired customers through increased color contrast, more space between graphics and reordering how information is displayed to better integrate with the screen reader technologies built into most handheld devices.

•

Specialized training. As we expand our already-extensive route network, we have implemented specialized training for our inflight team to better engage with customers from across the globe. For example, when we launched our non-stop service to Accra last spring, our Cultural Ambassador Training provided service tips, language pointers and fun facts about West Africa that enabled our flight attendants to better welcome our Ghanaian customers onboard.

We also took action to reflect our role as a caring corporate citizen in our global and local communities:

•

Committed 30 million MileagePlus miles to raise funds in support of initiatives and organizations committed to DEI, including our work with and investment of over $37,000 with My Block, My Hood,

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

My City, the Chicagoland nonprofit that helps underprivileged youth broaden their horizons by providing them with new experiences and exposing them to new possibilities beyond their own communities.

•

Through our long-standing partnership with Special Olympics, we grew our Special Olympics Ambassadors Program and welcomed 10 new Ambassadors to work hand-in-hand with our airport operations and customer service teams.

•

Aided Afghanistan relief efforts through the Civil Air Fleet Reserve program and provided support to our nonprofit partners that used air travel to transport and help Afghan refugees who arrived in the United States.

As a global operating company with countless moving parts, we know the scale of impact that we can make on local communities around the world by reaching out to suppliers of all backgrounds and sizes. In 2021 we announced our aspiration to become a member of the Billion Dollar Roundtable (“BDR”) by 2025 (the BDR is a group of corporations recognized for spending at least $1 billion annually with diverse-owned businesses). We have built a strong foundation to keep us on track to meet that goal and are working to improve the rate of inclusion for diverse-owned businesses in our supply chain. In 2021, we added 23 new BDR count-eligible certified diverse-owned firms to our supply chain.

Global Community Engagement

We believe every action counts. The Company partners with nonprofit organizations that are making a difference in the United States and around the globe to deliver on our social impact goals, aligning our community investments with our business priorities. Our approach to community engagement is rooted in our three cornerstones:

•

Responding to crisis: Lifting communities in crisis after a disaster. The Company responds to natural and manmade disasters by using our aircraft and global network to deliver much-needed relief supplies and volunteers to impacted areas.

•

Building inclusion: Breaking down barriers to promote inclusion. The Company strives to create an environment in our office, airports and the world where acceptance and appreciation of everyone is the norm.

•

Inspiring leadership: Inspiring the next generation of leaders. The Company is committed to the success of future generations. By investing in programs that encourage the next generation of leaders, we are making sure our business and the communities that we serve will be successful for years to come.

See our Corporate Responsibility Report, which is available on our website at https://crreport.united.com/, for additional information on our human capital management programs, initiatives and measures.

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

Corporate Governance Highlights

We are committed to strong corporate governance policies that promote the interests of our stockholders, strengthen Board and management accountability and build on our ESG leadership. The Board and Corporate Governance Matters section beginning on page 32 describes our governance framework and our Executive Compensation section beginning on page 69 describes our executive compensation program, which includes the following highlights:

Stockholder Rights		More Information
	Annual election of all directors	32
	Majority voting standard for directors in uncontested elections	32
	Stockholder ability to call special meetings (25% ownership threshold)	—
	No supermajority voting provisions in charter or bylaws	—
	Proxy access rights to holders owning at least 3% of outstanding shares for 3 years (may nominate up to 20% of the members of our Board elected by holders of Common Stock)	34
Board and Committee Oversight
	The full Board oversees corporate strategy	37-38
	Extensive Board oversight of key strategic, operational and compliance risks	39-40
	Board has significant interaction with senior management and access to other employees	37
	ESG matters, including climate change, human capital management and diversity, equity and inclusion	38
Board Independence
	Independent Chairman of the Board	45
	Addition of two independent director nominees over the last three years	33
	Our CEO and the nominees for election by the preferred stockholders are the only non-independent directors	36
Board and Committee Practices
	Annual Board and Committee evaluations, including one-on-one interviews led by the Chairman	36
	Director orientation and continuing Director education on key topics and issues	37
	Executive sessions conducted after every regularly scheduled Board and Committee meeting	42
	Limits on director service on outside public company boards	35
	Mandatory retirement at age 75, absent special circumstances	34
	Commitment to seek highly qualified women and minority candidates for the pool of potential nominees	20

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

Corporate Governance Practices		More Information
	Significant stockholder outreach and engagement	51-52
	Publicly disclosed policies and practices regarding political advocacy, including disclosure of corporate political contributions and key trade association relationships	40-41
	Policies prohibiting hedging, pledging or short sale transactions involving Company stock by directors, officers and certain senior employees	44
	All of our employees must adhere to a robust Code of Conduct	44
Compensation Practices
	Executive compensation programs that link executive pay to performance through multiple performance measures aimed at stockholder value, customer experience, operational excellence, our United Next strategy and our ESG commitments	83-86; 88-89
	Executive pay targeted with reference to peer group median levels using a consistent and relevant peer group	79-80
	“Claw-back” policy for our incentive compensation with a three-year look back period	87
	Compensation designed to discourage excessive risk-taking, which is reviewed annually	39-40; 76
	Standardized and reasonable severance policies	87
	Incentive awards include caps on maximum payout levels	83-84
	Long-term incentive equity awards subject to “double-trigger” acceleration on a change in control	107-108
	Sustainability and DEI performance metrics in our 2022 long-term incentive award	88-89
Robust Stock Ownership Requirements
	• CEO: 6x base salary • President: 4x base salary • EVPs: 3x base salary • Non-employee Directors: 5x annual cash retainer	87-88

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

Stockholder Engagement and Feedback

Throughout the year, we actively solicited feedback from stockholders and other stakeholders to understand their perspectives on corporate governance and other topical issues and offered additional insights on a wide range of topics, including stockholder proposals that were included in our recent proxy statements. We take feedback and insights from our engagement with stockholders and other stakeholders into consideration as we review and evolve our practices and disclosures and further share them with our Board as appropriate. The results of these discussions are noted below:

Topic	Stockholder Feedback	Company Response
Executive Compensation	We have received requests from stockholders to link our executive compensation rewards to ESG performance metrics, such as climate change progress. We also received feedback related to our incentive plan proposal and related share request made in connection with our 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). Stockholders also expressed concerns related to our 2021 compensation program as previewed in our 2021 proxy statement.	• In 2021, the Compensation Committee reduced the share request under the Company’s 2021 incentive plan. • In 2022, the Compensation Committee has included sustainability and DEI goals under our 2022 long-term performance awards that are designed to reward progress against our ESG goals. • In 2022, our executive compensation program design has returned to our more typical structure, including long-term performance awards and a three-year vesting schedule for our time-vested equity.
Human Trafficking Policies	In connection with our 2021 Annual Meeting, certain stockholders inquired about our management systems and process to implement the commitments outlined in our human rights policies.	We enhanced our disclosure of our Human Rights policy statement in our Corporate Responsibility Report, including discussion of the implementation of targeted internal policies and procedures across many of our business functions where we believe we can make the greatest impact, particularly in the areas of training of our frontline employees on recognizing and reporting suspected human trafficking, which we have been doing since 2016, and establishing fair labor standards in the procurement process for our supplier relationships and subcontractors for our government contracts.
Climate Change Strategy and Reporting	Investors inquired about our current climate change strategy, commitments and internal governance around climate reporting.	Our earnest intention on meeting our goal to become 100% green by eliminating GHG emissions by 2050 led us to commit in 2021 to a mid-term objective of reducing, compared to 2019, our carbon intensity by 50% by 2035. As part of our enhanced focus on transparency, we disclosed our climate change strategy in our 2021 Annual Report on Form 10-K and created a comprehensive index that maps our ESG disclosures across metrics outlined in the TCFD framework, which can be found at https://crreport.united.com/.
Disclosure of Political Activities and Lobbying Activity Alignment with Paris Agreement	We received: • a stockholder proposal at the 2021 Annual Meeting to issue a semiannual report on political contributions and expenditures that received 67.5% support. • another stockholder proposal at the 2021 Annual Meeting to issue a report on United Airlines, Inc.’s lobbying activities alignment with the Paris Agreement caps that received 65% support. • a stockholder proposal to be voted on at the Annual Meeting, if properly presented, requesting that we issue an annual report disclosing information regarding our lobbying policies and activities.	Based on the vote supporting the 2021 Annual Meeting stockholder proposals, as well as feedback from our stockholder engagement and outreach on these topics: • We published the United Airlines, Inc. Lobbying and Political Activity Policy statement regarding our participation in the political process and policy advocacy. This statement can be found at https://crreport.united.com/. Our Lobbying and Political Activity Policy is reviewed annually and updated as deemed necessary or appropriate. • The statement includes a list of 2021 corporate political contributions. We update this information semi-annually. • The statement also includes a list of member organizations to which we pay more than $25,000 in annual dues that are used for lobbying activities. • We issued our “Climate Lobbying Report: Aligning Climate Leadership with Advocacy”, which is available at https://ir.united.com/corporate-governance/governance-documents. This report describes how our lobbying practices are aligned with our corporate climate strategy.

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

Items of Business and Board Voting Recommendations

Item Description	Board Vote Recommendation	Page Reference for Additional Information
Management Items
Item 1—Election of Directors	FOR EACH NOMINEE	18
Item 2—Ratification of Appointment of Ernst & Young LLP to Serve as Our Independent Registered Public Accounting Firm for Our Fiscal Year Ending December 31, 2022	FOR	63
Item 3—A Vote to Approve, on a Nonbinding Advisory Basis, the Compensation of Our Named Executive Officers	FOR	68
Stockholder Proposal
Item 4—Advisory Vote on Stockholder Proposal Regarding Disclosure of Lobbying Policies and Activities of Political Spending If Properly Presented	AGAINST	114

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

Item 1—Election of Directors (page 18)

The Board has nominated the following 11 director nominees for election by the holders of our common stock, $0.01 par value per share (“Common Stock”): Ms. Carolyn Corvi, Mr. Matthew Friend, Mr. Barney Harford, Ms. Michele Hooper, Mr. Walter Isaacson, Mr. James A. C. Kennedy, Mr. Scott Kirby, Mr. Edward M. Philip, Mr. Edward L. Shapiro, Ms. Laysha Ward and Mr. James M. Whitehurst. The United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International (the “ALPA”) has nominated and intends to reelect Captain Michael Hamilton at the Annual Meeting. The International Association of Machinists and Aerospace Workers (the “IAM”) has nominated and intends to reelect Mr. Richard Johnsen at the Annual Meeting. A more detailed discussion on how directors are selected and elected, how Board governance operates, how the Board is organized, how you can communicate with directors and how directors are paid can be found beginning on page 32.

The Board Recommends
you vote FOR each of the nominees

Vote Required

We have implemented majority voting in uncontested elections of directors. Accordingly, our bylaws provide that each director will be elected by vote of a majority of the votes cast with respect to that director’s election.

Abstentions and broker non-votes have no effect on the election of directors.

Director Nominee Details

The following tables provide summary information of our director nominees.

[MISSING IMAGE: tm222497d1-fc_boardpn.jpg]

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

[MISSING IMAGE: tm222497d1-tbl_directorspn.jpg]

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

Director Nominee
Skills and Experience

Corvi

Friend

Harford

Hooper

Hamilton

Isaacson

Johnsen

Kennedy

Kirby

Philip

Shapiro

Ward

Whitehurst

International

Technology

Financial Service

Retail/
Consumer

Air, Travel & Transportation

Other Public Company Board

Senior Leadership

Race/Ethnicity

African American
or Black

White or Caucasian

Gender

Female

Male

2022 Proxy Statement

TABLE OF CONTENTS

Proxy Statement Summary and Voting Map

Item 2—Ratification of Appointment of Independent Registered Public Accounting Firm (page 63)

The Audit Committee appointed, and the Board has ratified the appointment of, Ernst & Young LLP (“Ernst & Young”) to serve as our independent registered public accounting firm for our fiscal year ending December 31, 2022, subject to ratification by the holders of Common Stock. The Board is presenting a resolution to our stockholders requesting ratification of Ernst & Young’s appointment, as the Board and the Audit Committee believe that the continued retention of Ernst & Young for 2022 is in the best interest of the Company and its stockholders. Detailed information about Ernst & Young’s appointment and fees for 2021 and 2020 can be found beginning on page 67.

The Board and Audit
Committee recommend
you vote FOR Item 2

Vote Required

Approval of Item 2—Ratification of Appointment of Independent Registered Public Accounting Firm—requires the affirmative vote of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on such matter.

If you elect to abstain, the abstention will have the same effect as an “AGAINST” vote.

Item 3—Advisory Vote to Approve Executive Compensation (page 68)

In accordance with the requirements of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the related rules of the SEC and consistent with the views expressed by stockholders at our 2017 Annual Meeting of Stockholders, the Board has determined to seek an annual non binding advisory vote from our stockholders to approve the compensation of our named executive officers (“NEOs”) as disclosed pursuant to the SEC’s compensation disclosure rules, which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the accompanying narrative disclosures of the Proxy Statement (“Say-on-Pay” vote). The Board is presenting a resolution to our stockholders recommending approval, on a nonbinding advisory basis, of the compensation paid to our NEOs. For additional information on our 2021 executive compensation program and the 2021 decisions made by the Compensation Committee, we encourage stockholders to review, in detail, the section entitled “Executive Compensation” beginning on page 69.

The Board
recommends you vote
FOR Item 3

Vote Required:

Approval of Item 3—Advisory Vote to Approve Executive Compensation—requires the affirmative vote of a majority in voting power of the shares present in person or represented by proxy and entitled to vote on such matter.

If you elect to abstain, the abstention will have the same effect as an “AGAINST” vote. Broker non-votes have no effect on the advisory vote to approve executive compensation.

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors

Our Amended and Restated Bylaws provide that the number of directors shall be determined by the Board, which has currently set the number at 14. The Board reserves the right to increase or decrease its size at any time. Upon the recommendation of the Nominating/Governance Committee, which consists of only independent directors, the Board has unanimously nominated the following 11 nominees (Ms. Corvi, Mr. Friend, Mr. Harford, Ms. Hooper, Mr. Isaacson, Mr. Kennedy, Mr. Kirby, Mr. Philip, Mr. Shapiro, Ms. Ward and Mr. Whitehurst) for election by the holders of our Common Stock as directors of the Company at the Annual Meeting. The ALPA, the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, which provides the ALPA with the right to elect one member to the Board at each annual meeting of stockholders (the “ALPA director”), has nominated and intends to reelect Captain Hamilton at the Annual Meeting. The IAM, the sole holder of the Company’s Class IAM Junior Preferred Stock, which provides the IAM with the right to elect one member to the Board at each annual meeting of stockholders (the “IAM director”), has nominated and intends to reelect Mr. Johnsen at the Annual Meeting. We expect that the number of directors on our Board will be reduced from 14 to 13 effective immediately following the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named.

Each of the Board nominees is an incumbent director recommended for reelection. Other than Matthew Friend, who was appointed to the Board effective December 6, 2021 to serve until the 2022 Annual Meeting and to stand for election by stockholders at the meeting, each Board nominee being voted on by holders of Common Stock was elected by our stockholders at the 2021 Annual Meeting.

In accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, we have a declassified Board, which means that if elected all nominees will serve a one-year term of office that would expire at the next annual meeting of stockholders. Each director will hold office until his or her successor is elected and qualified or until his or her earlier resignation, removal from office or death. Each of the directors nominated by the Board has consented to serving as a nominee, being named in this Proxy Statement and serving on the Board, if elected. Consequently, the Board knows of no reason why any of the nominees would be unable or unwilling to serve. However, if for any reason any nominee is unable or unwilling to serve as a director, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one. Alternatively, the Board may reduce the number of directors who serve on the Board to eliminate the vacancy. Any nominee who is currently a director and for whom more votes are cast against than are cast for must offer to resign from the Board. There are no family relationships among the director nominees or between the director nominees and any executive officer.

In accordance with the director retirement policy under our Corporate Governance Guidelines, David Vitale, a director since 2006, will not stand for reelection at the Annual Meeting. In addition, the ALPA notified the Company that Captain Insler, the ALPA director since 2016, had reached the end of his third and final term as the ALPA Master Executive Council chair on March 1, 2022 and would leave the Board effective immediately. Captain Hamilton was appointed to fill the ALPA director vacancy resulting from Captain Insler’s departure and his term began on March 3, 2022. Also, in June 2021, Sito Pantoja, the IAM director since 2016, tendered his resignation from the Board. Mr. Johnsen was appointed to fill the IAM director vacancy resulting from Mr. Pantoja’s departure and his term began on July 6, 2021. We thank Mr. Vitale, Captain Insler and Mr. Pantoja for their Board service and for their significant contributions to the Company.

The Board asks in Item 1 for your voting support so we can continue our important work and build on our success. All of the nominees are expected to attend the Annual Meeting.

The Board Recommends
you vote FOR each of
the nominees

Vote Required

Abstentions and broker non-votes have no effect on the election of directors.

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors

Director Qualifications

The Nominating/Governance Committee and the Board believe that our slate of director nominees consists of individuals with expertise in fields that both align with the Company’s current and evolving business and present and long-term strategy and includes a mixture of tenure that allows for both new perspectives and continuity. In addition, our Nominating/Governance Committee and Board believe that our nominee directors possess broad experience, attributes, balance of professional skills and diversity of perspectives that, taken together, are relevant and beneficial in fulfilling the Board’s oversight role on behalf of the Company’s stockholders and other stakeholders with respect to the Company’s business and strategy and in strengthening and supporting senior management. The Nominating/Governance Committee and the Board also believe that each director nominee has integrity and sound business judgment to act in what the candidate reasonably believes to be in the best interests of the Company and its stockholders and is able to devote adequate time and effort to Board responsibilities.

The table below summarizes the key skills and experience of each of our director nominees that are most relevant to their Board service. The fact that a specific area of focus or experience is not designated does not mean the director nominee does not possess that skill or expertise. Rather, the skills and experiences noted below are those reviewed by the Nominating/Governance Committee and the Board in making nomination decisions and as part of the Board succession planning process.

Corvi

Friend

Harford

Hooper

Hamilton

Isaacson

Johnsen

Kennedy

Kirby

Philip

Shapiro

Ward

Whitehurst

International

Technology

Financial Service

Retail/
Consumer

Air, Travel & Transportation

Other Public Company Board

Senior Leadership

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors

Board Diversity

The Board reaffirmed its commitment to diversity in 2021 when it amended the Company’s Corporate Governance Guidelines and the charter of the Nominating/Governance Committee to provide that Board membership should reflect a diversity of gender, race, ethnicity, age, sexual orientation and gender identity and is committed to actively seeking women and minority candidates for the pool from which director candidates are chosen in support of the Board’s commitment to diversity. Additionally, the Nominating/Governance Committee works with its third-party search firms to ensure the candidate pool provided to the Committee includes diverse candidates.

The table below provides certain highlights of the composition of our Board members and nominees as of April 14, 2022. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

Race/Ethnicity

Corvi

Friend

Harford

Hooper

Hamilton

Isaacson

Johnsen

Kennedy

Kirby

Philip

Shapiro

Vitale

Ward

Whitehurst

African American
or Black

White or Caucasian

Gender

Female

Male

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors

Director Biographical Information

Set forth on the following pages is certain biographical information about each director nominee, including key experience and qualifications that each director nominee contributes to the Board. The biographical information presented below is based on voluntary self-identification by each nominee.

The ages indicated are as of the date of the 2022 Annual Meeting and the other information is as of the Record Date.

Directors to be Elected by the Holders of Common Stock

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


	Carolyn Corvi
	Independent Age: 70 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 Other 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.

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors


	Matthew Friend
	Independent Age: 44 Director Since: 2021 Committees: Audit and Compensation			Select Business Experience: • Executive Vice President and Chief Financial Officer, NIKE, Inc. (apparel company) (2020-present) • Chief Financial Officer, Nike Operating Segments and VP of Investor Relations (2019-2020) • Vice President and Chief Financial Officer, Nike Brand (2017-2019) • Vice President and Chief Financial Officer, Nike Global Brands and Functions (2016-2017) Other Experience and Qualifications: Mr. Friend brings extensive financial expertise to the Board as Executive Vice President and Chief Financial Officer of NIKE, Inc. He joined Nike in 2009 working in Corporate Strategy and Development before becoming Chief Financial Officer of Emerging Markets. Mr. Friend later served as Chief Financial Officer of Global Categories, Product and Functions and was subsequently appointed Chief Financial Officer of the Nike Brand. While in this role, he also took on the additional responsibilities of VP, Investor Relations. Prior to Nike, Mr. Friend worked in the financial industry, holding leadership roles in investment banking and mergers and acquisitions at Goldman Sachs and Morgan Stanley. He advised on numerous transactions across the media, telecom and technology industries.


	Barney Harford
	Independent Age: 50 Director Since: 2016 Committees: Audit, Finance and Public Responsibility			Select Business Experience: • Chief Operating Officer of Uber Technologies, Inc. (“Uber”) (ridesharing company) (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 the company’s global ridesharing business, leading operations, strategy, marketing, customer support, safety and insurance in over 60 countries, and for the company’s food delivery business Uber Eats.

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors


	Michele J. Hooper
	Independent Age: 70 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 Other Public Company Directorships: • UnitedHealth Group, Inc. (2007-present) Past Public Company Directorships: • Target Corporation (1995-2005) • 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 enhance the Board’s leadership and oversight capabilities.

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors


	Walter Isaacson
	Independent Age: 70 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 (media company) (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. He is also currently a Professor of History at Tulane University. 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.

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors


	James A. C. Kennedy
	Independent Age: 68 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 Other 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 because 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 services. 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.

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors


	J. Scott Kirby
	Age: 54 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. (airline company) (2013-August 2016) • President of US Airways (airline company) (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.

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors


	Edward M. Philip
	Independent Age: 57 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 (private equity company) (2006-2013) • President and Chief Executive Officer of Decision Matrix Group (research and consulting firm) (2004-2005) • President, COO and CFO of Lycos, Inc. (internet search company) (1996-2000) • Vice President of Finance of The Walt Disney Company (entertainment company) (1991-1995) Current Other Public Company Directorships: • Hasbro, Inc. (2002-present) • BRP Inc. (2005-present) • Blade Air Mobility, Inc. (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 several years in investment banking.


	Edward L. Shapiro
	Independent Age: 57 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) • US Airways Group, Inc. (2005-2008) 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. Prior to joining PAR, Mr. Shapiro was a Vice President at Wellington Management Company, LLP and before that an analyst at Morgan Stanley & Co. 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 April 2018 to June 2019.

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors


	Laysha Ward
	Independent Age: 54 Director Since: 2021			Select Business Experience: • Executive Vice President, Chief External Engagement Officer, Target Corporation (“Target”) (retail corporation) (2017-present) • Executive Vice President, Chief Corporate Social Responsibility Officer, Target (2015-2017) • President, Community Relations and Target Foundation (2008-2015) Current Other 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 2015-2017 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.

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors


	James M. Whitehurst
	Independent Age: 54 Director Since: 2016 Committees: Compensation (Chair), Executive and Nominating/ Governance			Select Business Experience: • Senior Advisor, International Business Machines Corporation (“IBM”) (technology company) (July 2021-present) • President, IBM (April 2020-July 2021) • 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) • Chief Operating Officer of Delta Air Lines, Inc. (“Delta”) (airline company) (2005-2007) • Chief Network and Planning Officer of Delta (2004-2005) • Senior Vice President—Finance, Treasury and Business Development of Delta (2002-2004) Past Public Company Directorships: • Red Hat (2008-2019) • SecureWorks Corp. (2016-2019) • DigitalGlobe, Inc. (2009-2016)
				Other Experience and Qualifications: Mr. Whitehurst provides valuable business expertise in addition to airline industry knowledge to the Board. Prior to 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.

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors

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

THE HOLDERS OF COMMON STOCK DO NOT VOTE ON THE ELECTION OF THE FOLLOWING DIRECTORS.

The ALPA is the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock. The ALPA became the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. whereby the ALPA has the right to elect one member to the Board at each annual meeting of stockholders.

The IAM is the sole holder of the Company’s Class IAM Junior Preferred Stock. The IAM became the sole holder of the Company’s Class IAM Junior Preferred Stock pursuant to an agreement with United Airlines, Inc. whereby the IAM has the right to elect one member to the Board at each annual meeting of stockholders.

Each of the ALPA director and the IAM director was previously elected by the holders of the applicable class of our preferred stock and has served continuously as a director since the date of his first election as noted herein.

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

The ALPA has nominated and intends to reelect Captain Michael Hamilton as the ALPA director at the Annual Meeting. He became the ALPA director on March 3, 2022. Captain Hamilton is a current employee of the Company, serving as the representative of the ALPA to the Board. Captain Hamilton is not entitled to receive any cash or equity compensation from the Company as a director but is entitled to receive certain travel and charitable contribution benefits related to service as a director. For a description of such travel benefits, see “Director Compensation.”


	Michael Hamilton
	Age: 51 Director Since: 2022 Committees: None			Select Business Experience: • Master Executive Council Chairman of the ALPA (2022—present) • Executive Vice President, ALPA (2010—2022) • Captain, United Boeing 767 (1997—present) Other Experience and Qualifications: Captain Hamilton provides valuable management expertise and knowledge of aviation and airline services to the Board. Captain Hamilton was elected to serve for six years as the United Master Executive Council Secretary-Treasurer. Additionally, he has served on numerous committees that led to innovations that provided greater membership services and continued financial stability for the ALPA. Captain Hamilton has been a pilot for United for 25 years and has flown the B727, B737, B757/767 and B777. He was also an instructor on the B777 and is currently a B767/B757 Captain based out of Denver.

2022 Proxy Statement

TABLE OF CONTENTS

Item 1—Election of Directors

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

The IAM has nominated and intends to reelect Richard Johnsen as the IAM director at the Annual Meeting. He became the IAM director on July 6, 2021. Mr. Johnsen is a current employee of the Company on union leave of absence, serving as the representative of the IAM to the Board. Mr. Johnsen is not entitled to receive any cash or equity compensation from the Company as a director but is entitled to receive certain travel and charitable contribution benefits related to service as a director. For a description of such travel benefits, see “Director Compensation.”


	Richard Johnsen
	Age: 53 Director Since: 2021 Committees: Public Responsibility			Select Business Experience: • Representative of the IAM to the UAL Board (July 2021—present) • IAM Chief of Staff to the International President (February 2021—present) • IAM Representatives Association President (2017-2021) • IAM Transportation Department Grand Lodge Special Representative (2001-2017) • Assistant General Chairperson (district 141 M) (2000-2001) Other Experience and Qualifications: Mr. Johnsen serves as the chief of staff to the IAM, a position he has held since February 2021. He began his IAM career in Local 1781 as a mechanic assistant for United Airlines in 1988 and was promoted to mechanic in 1990. Additionally, Mr. Johnsen has served in many positions at the local and district level and was appointed as Assistant General Chairperson for District 141M in 2000, then as a Transportation Department Grand Lodge Special Representative in 2001. Mr. Johnsen also served as the IAM Representatives Association President from 2017-2021. Mr. Johnsen has been an IAM member for more than 31 years.

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

Board Selection and Election

Majority Vote Standard and Mandatory Director Resignation

All directors are elected annually.

Our Amended and Restated Bylaws and our Corporate Governance Guidelines provide that a majority of the votes cast is required to elect directors in uncontested elections. An “uncontested election of directors” means an election of directors in which the number of nominees does not exceed the number of directors to be elected as of the date that is ten days prior to the date of filing the definitive proxy statement (such as the election of directors at the Annual Meeting). This means that the number of votes cast for a nominee must exceed the number of votes cast against that person. Abstentions and “broker non-votes” will have no effect on the election of directors. The Corporate Governance Guidelines require any current director who does not receive a majority of votes cast to tender his or her resignation as a director to the Board promptly following the certification of the stockholder vote. The Nominating/Governance Committee, without participation by any director tendering their resignation, will consider the resignation offer and recommend to the Board whether to accept or reject the resignation offer or take another action. The Board, without participation by any director tendering their resignation, will act on the Nominating/Governance Committee’s recommendation within 120 days following certification of the stockholder vote and promptly disclose its decision by press release, filing of a Current Report on Form 8-K or another public means of disclosure deemed appropriate.

In a contested election, the required vote would be a plurality of votes cast.

If for any reason any nominee is unable or unwilling to serve as a director, your proxy authorizes the people named as proxies to vote for a replacement nominee if the Board names one. Alternatively, the Board may reduce the number of directors that serve on the Board to eliminate the vacancy.

Board Composition and Succession Planning

Regular Assessment of Our Board Composition

Pursuant to its charter, the Nominating/Governance Committee is primarily responsible for maintaining a strong and diverse Board and is focused on Board succession planning on a continuous basis. In performing this function, the Committee regularly assesses the appropriate size and composition of our Board and evaluates and determines the most impactful and desirable mix of experience, attributes, balance of professional skills and diversity of perspectives for our Board as a whole as well as the qualifications and attributes of individual directors and director candidates in light of current and expected future needs of the Board and the Company and as described in our Corporate Governance Guidelines. As opportunities and challenges facing the Company continue to evolve and in consideration of potential retirements and departures, our Nominating/Governance Committee continues to proactively evaluate our Board’s size and composition and succession planning to facilitate a smooth transition and maintain continuity of experience, attributes, a balance of professional skills and a diversity of perspectives in the boardroom. The Nominating/Governance Committee also reviews each current director’s contributions, considering the results of the most recent Board, Committee and peer evaluations, as further described on page 36.

Non-Preferred Stock Director Nomination Process

The Nominating/Governance Committee also establishes and reviews, as necessary, criteria to be used by the Board for identifying and selecting new non-preferred stock directors and recommending current non-preferred stock directors for nomination and election during the annual stockholders meeting or for appointment to fill

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

vacancies to the full Board. In identifying and selecting new non-preferred stock directors and recommending non-preferred stock directors for reelection, the Nominating/Governance Committee carefully considers a variety of characteristics, including the nominee’s experience (including in positions with a high degree of responsibility and in any emerging governance, industry or market trends impacting the Company), attributes (including diversity attributes), skills (including financial literacy), integrity and ability to work well with others. The Committee also considers a wide range of additional factors, including other positions the director or candidate holds, including other boards of directors on which he or she serves; the results of the Board and Committee evaluations; each director’s and candidate’s projected retirement date; the independence of each director and candidate; and the Company’s current and future business needs.

The Nominating/Governance Committee uses a variety of sources to identify potential new non-preferred stock candidates, including Board members, members of management and stockholder recommendations. The Nominating/Governance Committee also retains independent third-party search firms, consultants and other advisors as appropriate to help identify, screen and evaluate potential non-preferred stock director candidates and to enhance our Board’s preparedness in the event of an unplanned non-preferred stock director departure. Potential non-preferred stock director candidates are identified based on a candidate profile that includes the relevant skills and experiences being sought at that time as well as the Board membership criteria described in the above paragraph and under the heading “Board Diversity” on page 20 and are interviewed by our Chairman, our Chief Executive Officer, our President, the Nominating/Governance Committee and other directors, as applicable. At the same time, the Nominating/Governance Committee will contact references for the candidate. A background check is completed before a final candidate recommendation is made to the Board. After completing the evaluation and interview process, the Nominating/Governance Committee makes a recommendation to the full Board as to the persons who should be nominated by our Board and the full Board determines non-preferred stock director candidates best qualified to serve the interests of the Company and our stockholders after considering the recommendation and any additional information it may deem appropriate.

Throughout 2021, the Nominating/Governance Committee identified and reviewed a comprehensive list of non-preferred stock director candidates. Resulting from this robust process the Board elected Laysha Ward as a director in February 2021 and Matthew Friend as a director in December 2021. Both Ms. Ward and Mr. Friend were first identified as candidates to join the Board by Russell Reynolds Associates, the Company’s independent executive search firm.

Stockholder Nominations for Directors

In addition, the Nominating/Governance Committee considers candidates for director suggested by stockholders. The Nominating/Governance Committee considers all potential candidates in the same manner and by the same standards regardless of the source of the recommendation and acts in its discretion in making recommendations to the full Board. Candidates for director recommended by stockholders must be able to fulfill the independence standards established by the Board as set forth in Nasdaq Listing Rules, any other applicable rules or regulations and the Company’s Corporate Governance Guidelines as outlined below under “Director Independence.”

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

In addition to recommending director candidates to the Nominating/Governance Committee, stockholders may also, pursuant to procedures established in the Amended and Restated Bylaws, directly nominate one or more director candidates to stand for election at an annual or special meeting of stockholders. For a regularly scheduled annual meeting of stockholders, a stockholder wishing to make such a nomination must deliver written notice of the proposed nomination to the Secretary of the Company not less than 90 days nor more than 120 days prior to

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

the anniversary date of the immediately preceding annual meeting of stockholders. For a special meeting of stockholders, a stockholder wishing to make such a nomination must deliver written notice of the nomination to the Secretary of the Company not earlier than 120 days prior to the date of such special meeting and not later than the close of business on the later of: (x) 90 days prior to the date of such special meeting; and (y) 10 days following the day on which public announcement is first made of the date of such special meeting. In either case, a notice of nomination submitted by a stockholder must include information concerning the nominating stockholder and the stockholder’s nominee(s) as required by the Amended and Restated Bylaws.

Proxy Access Stockholder Right

As part of our ongoing commitment to strong corporate governance practices, we adopted a “proxy access” bylaw for stockholders in 2016. In accordance with the Amended and Restated Bylaws, under specified circumstances, a stockholder or group of stockholders may submit director nominees to the Board to be included in the Company’s proxy materials for an annual meeting of stockholders, known as “proxy access.” Stockholders who intend to submit director nominees for inclusion in the Company’s proxy materials for the next year’s annual meeting of stockholders must comply with the requirements of proxy access as set forth in the Amended and Restated Bylaws. These proxy access provisions of our Amended and Restated Bylaws provide, among other things, that a stockholder or group of up to 20 stockholders seeking to include director nominees in the Company’s proxy materials for an annual meeting of stockholders must own 3% or more of the Company’s Common Stock continuously for at least the previous three years. The number of stockholder-nominated candidates appearing in any proxy statement cannot exceed the greater of 20% of the total number of directors who are subject to election at the next annual meeting by the holders of Common Stock, rounded down to the nearest whole number, or two directors. For a regularly scheduled annual meeting, the stockholder or group of stockholders who wish to submit director nominees pursuant to proxy access must deliver the required materials to the Company not less than 120 days nor more than 150 days prior to the anniversary of the date that the Company first mailed its proxy materials for the annual meeting of the previous year.

Preferred Stock Director Nomination Process

Pursuant to Part II, Section 8.1 of the Amended and Restated Certificate of Incorporation, the ALPA, the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, has the right to elect one member to the Board at each annual meeting of stockholders, remove such director with or without cause and to fill any vacancies in such directorship. The ALPA became the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock pursuant to an agreement with United Airlines, Inc.

Pursuant to Part III, Section 8.1 of the Amended and Restated Certificate of Incorporation, the IAM, the sole holder of the Company’s Class IAM Junior Preferred Stock, has the right to elect one member to the Board at each annual meeting of stockholders, remove such director with or without cause and fill any vacancies in such directorship. The IAM became the sole holder of the Company’s Class IAM Junior Preferred Stock pursuant to an agreement with United Airlines, Inc.

Director Retirement Policy and Term Limits

Under our Corporate Governance Guidelines, no candidate is eligible for election or reelection as a director to the Board if he or she would be 75 years of age or older at the time of election. From time to time there may be unusual circumstances where exceptions need to be made to this general rule to retain needed continuity and expertise, or for other business reasons, and the Board may approve exceptions to this policy.

None of our director nominees will be 75 or older this year. In accordance with the director retirement policy under our Corporate Governance Guidelines, Mr. Vitale, a director since 2006, will not stand for reelection at the Annual Meeting.

Also as set forth in the Corporate Governance Guidelines, the Board does not believe it should establish director term limits, which have the disadvantage of limiting the contribution of directors who have been able to develop,

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

over a period of time, increasing insight into and knowledge of the Company and its operations and, therefore, provide an increasing contribution to the Board as a whole. However, the Nominating/Governance Committee considers the tenure of directors as one of several factors in re-nomination decisions.

Director Outside Board Service

Our Corporate Governance Guidelines provide the following public company board service guidelines:

•

None of our directors is permitted to serve on the board of directors of more than five public companies (including our Board).

•

The Chairman and directors who serve as chairman or lead independent director of another public company are not permitted to serve on the board of directors of more than four public companies (including our Board).

•

No director who is an active chief executive officer or the equivalent of another public company is permitted to serve on the boards of more than three public companies (including our Board).

•

No member of the Company’s management is permitted to serve on the board of directors of another company if an independent director of the Company serves as the chairman, chief executive officer or president of such other company.

All the director nominees are compliant with our public company board service guidelines.

In addition, our Corporate Governance Guidelines provide that directors are required to advise the Chairman and the chair of the Nominating/Governance Committee in advance of accepting an invitation to serve on another public company board or an appointment to serve on an audit committee or a compensation committee of another public company board. Furthermore, in assessing the director nominees’ qualifications to serve on the Board, the Nominating/Governance Committee reviews the number of outside board service and the other business and professional commitments of nominee directors in accordance with our Corporate Governance Guidelines.

Director Independence

Process for Determining Independence

Our Corporate Governance Guidelines require that at least a majority of the Board members be independent from management under the listing standards of Nasdaq, any other applicable laws and regulations and our Corporate Governance Guidelines. The Board has adopted categorical standards reflecting the bright-line independence standards under Nasdaq listing standards to assist in determining each director’s independence. These standards are set forth in Annex A to our Corporate Governance Guidelines, which is available on the Company’s investor relations website at ir.united.com.

Independence Determination

The Board, through the Nominating/Governance Committee, undertakes an annual review of director independence in accordance with our Corporate Governance Guidelines. The Nominating/Governance Committee relies on information derived from Company records, a detailed questionnaire that provides information about relationships that might affect the determination of independence completed annually by each director and other inquiries. A summary of the answers to annual questionnaires completed by each of the directors and a report of transactions with director affiliated entities are also made available to the Nominating/Governance Committee.

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

On the basis of this review of all of the Directors serving in fiscal year 2021 or nominated for election at the Annual Meeting, the Nominating/Governance Committee delivered a report to the full Board and the Board affirmatively determined that all non-employee directors and nominees qualify as “independent” under the applicable independence tests and standards and that all members of each of our Audit Committee, Compensation Committee and Nominating/Governance Committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees. The Board has also determined that Messrs. Kirby, Johnsen and Munoz, Captain Insler and Captain Hamilton do not qualify as “independent” under the applicable tests and standards. Mr. Kirby is not independent because he is an employee of the Company. Oscar Munoz, who assumed the role of Executive Chairman following his transition from the role of Chief Executive Officer in 2020 and served on the Board during a portion of 2021, was not independent because he was an employee of the Company. Captain Insler and Captain Hamilton are not independent because they are employees of United Airlines, Inc. Mr. Johnsen is not independent because he is affiliated with the IAM, a union that represents certain of the Company’s employees.

Board and Committee Evaluation Process

The Board conducts an annual self-evaluation to determine whether the Board and its Committees are functioning effectively and meeting their objectives and goals; to facilitate input on Board and Committee composition, recruiting and succession planning; to inform areas of review for the next year; and to identify ways to enhance the overall effectiveness of the Board and its committees. The Nominating/Governance Committee develops and oversees the overall evaluation framework and the Board Chairman leads the evaluation interviews and feedback. Each Committee conducts its own annual self-evaluation and reports the results to the Board. The annual self-evaluation has periodically been conducted by a third-party consultant, as appropriate.

The formal 2021 Board and Committee evaluation processes, which were completed at the end of 2021 and reported to the Board in February 2022, were as follows:

•

Board: Directors completed an electronic questionnaire, on an unattributable basis, responding to questions about the Board and Committee structure and responsibilities, Board culture and dynamics, adequacy of information to the Board, Board skills and effectiveness, Board size and composition and Committee effectiveness. In addition, the Chairman conducted one-on-one individual director assessments using a written list of questions. The feedback and comments from the directors were anonymously compiled and then were presented by the Chairman to the full Board for discussion and action.

•

Committees: Committee members completed an electronic questionnaire, which included questions approved by each Committee chair with topics covering each Committee’s responsibilities and effectiveness. The results from the questionnaires were compiled on an anonymous basis and Committee chairs led discussions in executive sessions of their respective committees. Committee chairs then reported to the full Board the results of their respective Committee’s evaluation and any follow-up actions.

In addition, the Nominating/Governance Committee periodically performs an evaluation of each director’s individual performance.

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

Board Governance

Director Orientation and Continuing Education

Upon joining our Board, in accordance with our Corporate Governance Guidelines, all new directors participate in the Company’s orientation program with senior management from all areas of the Company who provide the new directors with a thorough understanding of their fiduciary duties as well as an overview of the Company’s business; strategy; significant financial, accounting and risk management matters; corporate governance; and key policies and practices. Directors typically attend site visits to one or more of our locations. The Nominating/Governance Committee develops and oversees this orientation program with the assistance of our management.

On an ongoing basis, senior management and experts outside of the Company are periodically invited to attend portions of Board and Committee meetings to provide presentations on a variety of topics related to the aviation industry and general industry trends, governance, regulatory, legal and financial matters.

Governance Framework

We are committed to high standards of corporate governance and to conducting our business ethically and with integrity and professionalism. The Board has responsibility for establishing broad corporate policies and for overseeing the Company’s business and strategy on behalf of the Company’s stockholders and other stakeholders pursuant to the Delaware General Corporation Law and our Amended and Restated Bylaws. To this end, the Board has adopted Corporate Governance Guidelines that, together with our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws and Board committee charters, form the governance framework for the Board and its Committees. The Nominating/Governance Committee regularly reviews the Corporate Governance Guidelines and other governing documents and policies each year in light of changing regulatory requirements, evolving best practices and feedback from our stockholders and other stakeholders and recommends appropriate changes to the Board for consideration and approval. The Corporate Governance Guidelines may be viewed on the Company’s investor relations website at ir.united.com by following the link “Corporate Governance” and selecting “Corporate Governance Guidelines” under the heading “Governance Documents.” Each Committee of the Board is governed by a charter adopted by the Board and any potential changes to the Committees’ charters are also considered at least once a year. In addition, the Compensation Committee regularly reviews compensation issues and recommends adoption of policies and procedures that strengthen our compensation practices. The “Compensation Discussion and Analysis” section beginning on page 69 discusses many of these policies and procedures.

Board Oversight of Business Strategy

Led by our Chief Executive Officer, senior management develops and executes our business strategy. Overseeing management’s formulation, implementation and ongoing execution of the Company’s strategy is one of our Board’s primary responsibilities. The Board believes that a fundamental understanding of the Company’s strategy assists it in fulfilling its oversight role on behalf of the Company’s stockholders and other stakeholders. As part of its oversight role, the Board regularly reviews the Company’s strategy as well as issues and opportunities facing the Company in light of trends and developments in the aviation industry and broader business environment. The Board’s Committees oversee elements of our strategy associated with their respective areas of responsibility.

While elements of strategy are embedded in every regularly-scheduled meeting of the Board, the Board holds an annual multi-day strategy session with the Company’s senior leadership team and other members of management who present our Board with important information about the Company’s short-term and long-term strategic plans, including their development, execution, ongoing implementation, performance relative to goals under the strategic plans and the principal issues that the Company will face in the future. As stated previously, engagement of the Board on matters of strategic importance continues in between meetings, including through updates to the Board.

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

Oversight of United Next Plan

The Board has been actively involved in the development of the Company’s United Next plan since early on. The Board has centered its focus on drawing on its collective leadership experiences and areas of expertise to provide guidance on the Company’s execution of its United Next plan—specifically the introduction of hundreds of new, and newly upgraded, aircraft to the United fleet. The Company’s recently appointed Executive Vice President of United Next focuses on all the components of the United Next strategy, utilizing the resources of all operational groups to ensure the successful execution of our United Next strategy. The Board receives updates and engages in dialogue with the Executive Vice President of United Next and other members of our executive management team on the United Next plan at each Board meeting.

Oversight of Response to COVID-19

The Board and its Committees have been providing strong oversight of our response to the COVID-19 pandemic. Since the first quarter of 2020, the Board has met regularly to consider and discuss updates on the Company’s management of the COVID-19 pandemic, with a focus on monitoring key areas of risk and impact with regard to the Company’s operations, such as health and safety priorities, financial position and liquidity, internal controls, travel demand and market trends, capital expenditure and budgeting, cybersecurity, communications strategy, personnel management, supply chain impact and government affairs engagement, among other items. The scope of information exchanged between the Board and management has expanded and communications with management have increased, including monthly updates regarding the Company’s response to the COVID-19 pandemic and its impact on the Company’s operations, financial position and liquidity. Under the direction of the Board, the Company has implemented a number of initiatives to mitigate the risks of the COVID-19 pandemic, including being the first airline to require masks onboard, expanding on-site testing for customers at the Company’s hub airports and being the first major U.S. airline to ask all passengers to complete a health self-assessment during their check-in process based on recommendations from the Cleveland Clinic.

Oversight of ESG Approach

Our governance framework includes direct oversight by our Board of our ESG risks, assessments, disclosures, strategy and external engagement. The Public Responsibility Committee, the Audit Committee, the Nominating/Governance Committee and the Compensation Committee have key responsibilities relating to ESG topics. The Public Responsibility Committee has primary oversight responsibility for our ESG initiatives and risks, which includes reviewing our sustainability and climate-related strategic goals and objectives (including periodically assessing our performance against these goals and objectives as well as other relevant and appropriate sustainability and corporate responsibility scorecards and rankings) as well as our policies, positioning and practices concerning safety and public health (including workplace and customer safety and security). As part of our enhanced focus on transparency through reporting, the Audit Committee in 2021 added in its charter the responsibility of overseeing our controls and procedures relating to our material ESG, disclosures and reporting, including assurance processes where applicable. In 2021 the Nominating/Governance Committee amended the Company’s Corporate Governance Guidelines and the charter of the Nominating/Governance Committee to reflect the governance practices followed by the Nominating/Governance Committee in support of the Board's commitment to board diversity. The Compensation Committee also updated its charter in 2021 to reflect its review of our significant human resources strategies and highlighted the Committee’s review of DEI matters. Management periodically updates the full Board on issues related to the implementation of our ESG strategy.

Financial and Competitive Performance

Throughout the year, the Board reviews the Company’s financial and competitive performance and financial condition, including overseeing management’s execution against the Company’s capital, liquidity, strategic and financial operating plans. The Board, through the Finance Committee, dedicates significant focus to reviewing our capital allocation strategy.

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

Board Oversight of Key Risks

The Board considers effective risk oversight an important priority. The Board has two primary methods of overseeing risk. The first method is through its Enterprise Risk Management (“ERM”) process, which allows for full Board oversight of the most significant risks facing the Company. The second is through the functioning of the full Board and its committees. As we consider risks in connection with virtually every business decision, the Board discusses risk throughout the year generally and also in connection with specific proposed actions. The Board’s approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board and its committees and fostering an appropriate culture of integrity and compliance with legal and ethical responsibilities.

Some of the key risks, among others, the Board is focused on relate to: (i) the adverse impacts of the ongoing COVID-19 global pandemic on our business, operating results, financial condition and liquidity; (ii) execution risks associated with our United Next plan; (iii) key ESG risks, including climate change, human capital management and our commitment to DEI; and (iv) cybersecurity.

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

•

The Audit Committee oversees the Company’s risk assessment and risk management policies and strategies with respect to major business risk exposures (taking into account the risk assessment and risk management policies and strategies managed through the respective committees of the Board), including risks related to the Company’s financial statements, the financial reporting process, accounting and certain legal and compliance matters and data privacy, network security and other cyber risks. The Audit Committee also oversees the internal audit function and the Company’s ethics and compliance program.

•

The Finance Committee oversees the Company’s management of certain financial, operating and economic risks, including the Company’s hedging strategies related to fuel, foreign currency and interest rates, various insurance programs, including coverage for property, casualty, fiduciary and political risk and directors and officers liability, and certain legal and regulatory matters that may have a material impact on the Company’s financing or risk management activities (taking into account the review of the Company’s risk assessment and risk management policies and strategies managed through the Company’s Audit Committee).

•

The Compensation Committee annually reviews the potential risks arising from our compensation policies, practices and programs in light of the Company’s risk profile and risk management process, as well as risk-mitigating features and controls, to determine whether any such risks are material to the Company. In reviewing our compensation program design, the Compensation Committee engages in discussions with its independent compensation consultant and management regarding potential risks arising from our compensation policies, practices and programs. Compensation risk is assessed in the context of compensation program design, setting of performance targets, certifying performance against targets, compensation risk in the context of overall risk procedures and our broad-based compensation programs. Based on those discussions and a September 2021 compensation risk assessment, the Compensation Committee determined that the Company’s compensation policies, practices and programs in place at that time did not create any risks that were reasonably likely to have a material adverse effect on the Company. In reaching this determination, the Compensation Committee considered certain of our compensation policies, practices and program features including: oversight by an independent compensation committee; our balance of base pay combined with short- and long-term incentives; 2021 long-term incentives include time-vested restricted share unit awards, which help to further balance performance results and contain the overall volatility of outstanding incentives; our incentive awards include a cap on maximum

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

payout opportunities which mitigates against excessive earn-out potentials; performance awards occur annually, resulting in overlapping performance periods that even out business cycles and introduce multiple-year incentive horizons; use of multiple financial and non-financial performance metrics to create a further balance of rewards; payout timing over multi-year and overlapping performance periods; the inclusion of consistent performance metrics and incentives across performance periods; the inclusion of a discretionary gate for cash incentives based on the Company’s having an adequate cash balance; inclusion of equity incentives and stock ownership guidelines that discourage short-term risks that disadvantage long-term stock price; our compensation claw-back policy and inclusion of claw-back provisions in our incentive plan; and securities trading policies that prohibit pledging and hedging of our securities, including our Common Stock, by our officers and directors. The Company is addressing reputational risk potential through initiatives focusing on positive customer experience and a culture that emphasizes customer centricity. Customer-centric goals were included in both the 2021 annual bonus program and in outstanding long-term incentive program awards, which mitigate behaviors that could result in reputational risk. In addition, the Compensation Committee receives input from an independent compensation consultant regarding program design, including risks associated with plan design features. Considerable support and analysis accompanies the target setting process, and targets are established based on the Company’s Board-approved budgets, updated forecast information and long-term operating plan. The Compensation Committee certifies performance against our targets based on results reviewed by our internal audit group before any payments are made.

•

The Nominating/Governance Committee periodically reviews the risks arising from our corporate governance policies and practices, including the structure and performance of the Board, its committees and our individual directors. The Nominating/Governance Committee also reviews and oversees the Company’s succession planning process for executive officers.

•

The Public Responsibility Committee oversees social, political, safety and environmental issues that could pose significant risk to the Company’s reputation, business or performance. As part of its oversight, the Public Responsibility Committee also monitors sustainability issues that pose a significant risk to the Company and strategies to mitigate these risks.

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

Oversight of Cybersecurity Risks

The Board and the Audit Committee also regularly review the Company’s cybersecurity and other technology risks, controls and procedures and receive reports from our Chief Digital Officer and Chief Information Security Officer at least twice annually regarding our adherence to leading industry standards (i.e., National Institute of Standards and Technology Cybersecurity Framework) for assessing cybersecurity maturity, identifying security gaps and meeting cybersecurity regulations. The Company’s cybersecurity program is regularly audited by independent third parties against various regulatory frameworks, and the Company incorporates regular information security training as part of its employee education and development program.

Political Contributions and Lobbying Expenditure Oversight and Disclosure

We believe that participating in the political process and policy advocacy in a transparent manner is key to good governance and an important way to promote healthy corporate citizenship. We participate in the political process

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

and policy advocacy through regular engagement with government officials and policymakers, by making contributions to candidates and organizations and by encouraging political engagement by our employees in order to advocate for the long-term interests of the Company because of the potential impact public policy can have on our businesses, employees, communities and customers. We advocate for policies that modernize infrastructure, advance industry sustainability goals, rationalize our tax burden, reduce unnecessary regulation, mitigate fuel cost and enhance global competitiveness in the airline industry, among other items. More information and additional disclosures referenced below can be found in our Lobbying and Political Activity Policy, available at https://crreport.united.com/.

Corporate Political Contributions

The Company may make contributions to state or local candidate campaigns, parties, political committees, and ballot measures to the extent permitted by applicable law, with the approval of the Board of Directors of the United Airlines, Inc. Political Action Committee (the “UAPAC”). We file publicly available reports that disclose our political contributions with state and local agencies as required by state and local law. We provide information regarding our corporate political contributions on our website that is updated semi-annually.

Lobbying Expenditures

The Company fully supports appropriate disclosure of its lobbying criteria, activities and expenditures. Our lobbying disclosures are made on a regular basis as required by federal, state, or local jurisdictions. We also provide annual disclosure of the member organizations where our dues and other contributions used for lobbying activities exceed $25,000, which is available at https://crreport.united.com/. In addition, we have recently published our “Climate Lobbying Report: Aligning Climate Leadership with Advocacy” which is available at https://ir.united.com/corporate-governance/governance-documents. This report describes how our lobbying practices are aligned with our corporate climate strategy.

Oversight

The Board has delegated oversight responsibility of our political contributions to its Public Responsibility Committee. Our Government Affairs and Global Public Policy organization makes recommendations on political contributions to the UAPAC Board of Directors, who in turn reviews and approves all UAPAC and corporate political contributions. Our Senior Vice President, Government Affairs and Global Public Policy provides the Public Responsibility Committee an annual report on political contributions of the Company and the UAPAC for the prior year.

Our policy advocacy and lobbying activities are determined by senior management with oversight by the Board, which has delegated this oversight responsibility to its Public Responsibility Committee. Our Government Affairs and Global Public Policy organization oversees and executes our policy advocacy, lobbying expenditures and related activities. Our Senior Vice President, Government Affairs and Global Public Policy, also reports regularly to the UAL Board on our policy advocacy, lobbying expenditures and related activities, periodically reviewing with the Public Responsibility Committee the strategic priorities for the Company’s lobbying activity.

Board Meetings and Director Attendance

Each quarter, our Board holds a series of two-day meetings of the Board and its Committees to review significant developments affecting the Company and to act on matters requiring Board approval. Committee meetings occur the first and second day before the full Board meeting. In addition to the quarterly meetings, typically there are other regularly scheduled Board and Committee meetings and several special meetings each year. Members of senior management regularly attend Board meetings to report on and discuss their areas of responsibility. The Board has been active during the pandemic, adapting like our global workforce, holding virtual board meetings and receiving regular updates from management as the Company navigated the many challenges presented by the pandemic.

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

Directors are expected to attend all Board meetings and meetings of the Committees on which they serve. Our Board met 9 times in 2021 and our Committees met the number of times shown beginning on page 46. Each incumbent director nominee attended at least 75% of the aggregate of (i) the Board meetings held during their tenure as directors during 2021 and (ii) the meetings of any committees held during their tenure as members of such committees during 2021.

In addition, absent extenuating circumstances, directors are required to attend our annual meetings of stockholders and all of the directors who stood for election in 2021 attended our 2021 Annual Meeting.

Executive Sessions of Non-Management Directors

Our independent directors meet separately in executive session outside the presence of any management director at each quarterly Board meeting. Our Corporate Governance Guidelines provide that the Chairman preside over independent director executive sessions. When deemed appropriate, the Chairman invites the Chief Executive Officer to join a portion of the executive session to receive feedback from the Board and to provide direct insight on relevant topics. Executive sessions are also scheduled for each regular quarterly meeting of each Committee, other than the Executive Committee.

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

Governance Policies and Principles

Certain Relationships and Related Transactions

Policy Statement Regarding Related Party Transactions

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

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

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

(a)

the aggregate amount involved exceeds or is expected to exceed $120,000;

(b)

a Related Party had, has or will have a direct or indirect material interest (other than solely as a result of being a director, limited partner or less than 10% beneficial owner (together with all other Related Parties) of another entity that is party to the transaction); and

(c)

the Company is a participant.

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

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

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

Related Party Transactions Since January 1, 2021

John Gebo, Senior Vice President and Chief Transformation Officer, of United Airlines, is the spouse of Kate Gebo, Executive Vice President, Human Resources and Labor Relations, of the Company. For 2021, Mr. Gebo received aggregate cash compensation of approximately $471,000, consisting of base salary and excess 401(k) cash direct and cash match program payments for management and administrative employees; equity compensation, consisting of time-based and performance-based restricted stock unit awards with an aggregate grant date fair value of approximately $787,000; and other customary officer and employee benefits. Mr. Gebo and Ms. Gebo do not report to, or determine the compensation of, each other.

Conflict and Code of Ethics and Business Conduct

The Policy operates in conjunction with other aspects of the Company’s compliance program, including the requirement in the Corporate Governance Guidelines that directors disclose any potential conflict of interest to the Chairman before any decision is made related to the matter. If the Chairman, in consultation with legal counsel, determines that a conflict exists, or that the perception of a conflict is likely to be significant, then the director is obligated to recuse himself or herself from any discussion or vote related to the matter.

The Company has a code of ethics, the “Code of Ethics and Business Conduct,” for its directors, officers and employees. The Code serves as a “Code of Ethics” as defined by SEC regulations and as a “Code of Conduct” under Nasdaq Listing Rule 5610. The Code of Conduct addresses conflicts of interest, including disclosure of any situations or activities that might be perceived as a conflict of interest. The Code is available on the Company’s investor relations website at ir.united.com. Waivers granted to certain officers from compliance with or future amendments to the code will be disclosed on the Company’s investor relations website in accordance with Item 5.05 of Form 8-K.

Prohibition on Hedging and Pledging

Under our securities trading policy, our officers, directors and certain other management employees are prohibited from engaging in speculative and derivative trading, short-selling or otherwise hedging our securities. This restriction includes the purchase and sale of puts, calls, warrants, options, forward-sale contracts, prepaid collars and similar derivative instruments.

Our officers, directors and certain other management employees are also prohibited from pledging our securities.

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

How the Board Is Organized

Board Leadership Structure

The Board recognizes that one of its key responsibilities is to evaluate and determine its optimal leadership structure to ensure both independent oversight of management and a highly engaged and high-functioning Board. Our Corporate Governance Guidelines state that the offices of the Chairman of the Board and Chief Executive Officer may be either combined or separated, in the Board’s discretion, and establish well-defined responsibilities with respect to the Board Chairman and Lead Independent Director roles, including the requirement that the Board have a Lead Director if the Board Chair is not an independent director. The Board regularly reevaluates its Board leadership structure as part of the Board evaluation process described and also considers stockholder feedback on the topic.

Our Company has separate Chairman and Chief Executive Officer roles, which the Board believes currently best serves its ability to carry out its roles and responsibilities on behalf of the Company and its stockholders. Our independent Chairman oversees corporate governance matters, ensuring that the Board provides strong oversight of management and the Company’s strategy and business and that all directors have access to the resources required to discharge their duties appropriately. Our Chief Executive Officer is in charge of the business and strategic direction of the Company, subject to the overall direction and supervision of the Board and its Committees. The Board does not have a Lead Director given that the Chairman is currently an independent Director. The duties of the Chairman are substantially similar to those of the independent Lead Director. In addition, independent directors chair our Board Committees. Our overall structure promotes effective oversight, strengthens our Board’s independent leadership and supports our commitment to enhancing stockholder value and strong governance.

Effective May 2021, Edward “Ted” Philip was appointed Board Chairman. Ted is an independent director and has a wealth of leadership experience and deep understanding of the Board from his experience as independent Lead Director of the Board from 2020 to 2021 and serving as a director of the Board since 2016. Ted seeks to ensure that Board meetings are productive and interactions with the directors facilitate a useful exchange of viewpoints. Mr. Kirby is available to all directors between meetings and meets regularly with the Chairman and with the directors as a group to advise on the Company’s business and affairs and to receive feedback from the Board. Ted’s collaboration with Mr. Kirby allows the Board to focus attention on the issues of greatest importance to the Company and its stockholders and Mr. Kirby to focus primarily on executing the Company’s business and strategic goals in his role as Chief Executive Officer while leveraging Ted to drive accountability at the Board level and effectively manage the relationship between the Board and the Chief Executive Officer.

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

Committees of the Board

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

COMMITTEE MEMBERSHIP

AUDIT

COMPENSATION

EXECUTIVE

FINANCE

NOMINATING/
GOVERNANCE

PUBLIC
RESPONSIBILITY

Carolyn Corvi

Matthew Friend*

Barney Harford

Michele J. Hooper*

Michael Hamilton

Walter Isaacson

James A. C. Kennedy

Scott Kirby

Richard Johnsen

Edward M. Philip*

Edward L. Shapiro

David J. Vitale*†

Laysha Ward

James M. Whitehurst

Key:

M = Committee Member

C = Committee Chair

* = Audit Committee Financial Expert

† Mr. Vitale is not standing for reelection at the Annual Meeting.

Audit Committee

The Audit Committee met eight times during 2021 and has a written charter adopted by the Board, which is available on the Company’s website, ir.united.com, by following the link “Corporate Governance” and selecting “Audit Committee Charter” under the heading “Governance Documents.” All of the members of the Audit Committee are independent as defined by the applicable Nasdaq Listing Rules and SEC standards. The Board has determined that each of the Audit Committee members satisfies the financial literacy requirements under the Nasdaq Listing Rules, and that each of Ms. Hooper and Messrs. Philip and Friend qualifies as an “audit committee financial expert” as defined by SEC regulations.

The purpose of the Audit Committee is to: (i) oversee the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements; (ii) assist the Board in fulfilling its responsibility to oversee (a) the quality and integrity of the Company’s financial statements and related disclosures and adequacy of the Company’s system of disclosure controls and internal control over financial reporting and risk management, (b) the Company’s compliance with legal and regulatory requirements and ethical standards, (c) the independent auditors’ qualifications, performance and independence, and (d) the responsibilities and performance of the Company’s internal audit function and independent auditors; (iii) oversee the Company’s controls and procedures relating to its ESG material disclosures and reporting, including assurance processes where applicable; (iv) prepare an audit committee report as required by the SEC, which is set forth in this Proxy Statement under

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

“Audit Committee Report”; and (v) provide an open avenue of communication between the independent auditors, the internal auditors, management and the Board.

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

Compensation Committee

The Compensation Committee met six times during 2021 and has a written charter adopted by the Board, which is available on the Company’s website, ir.united.com, by following the link “Corporate Governance” and selecting “Compensation Committee Charter” under the heading “Governance Documents.” All of the members of the Compensation Committee are independent as defined under the applicable Nasdaq Listing Rules and SEC standards.

The Compensation Committee is responsible for, among other things: (i) overseeing the administration of the Company’s compensation plans (other than plans covering only directors of the Company), including the equity-based plans and executive compensation programs of the Company; (ii) discharging the Board’s responsibilities relating to the performance evaluation and compensation of the Company’s executive officers, including the Company’s Chief Executive Officer and (iii) preparing the compensation committee report required by the SEC to be included in the annual proxy statement, which is set forth in this Proxy Statement under “Executive Compensation—Compensation Committee Report.” The Compensation Committee also is responsible for reviewing and discussing with management the Compensation Discussion and Analysis (the “CD&A”), and based on such discussions, determining whether to recommend to the Board that the CD&A be included in the Company’s annual proxy statement or annual report on Form 10-K, as applicable.

The Compensation Committee also recently updated its charter to formalize its review of our significant human resources strategies, including, but not limited to, diversity, equity and inclusion matters. Management periodically updates the full Board on issues related to the implementation of our ESG strategy. The Compensation Committee also reviews and makes recommendations to the Board with respect to the adoption (or submission to stockholders for approval) or amendment of executive incentive compensation plans and all equity-based compensation plans for the Company (other than equity-based plans covering only directors of the Company). Furthermore, the Compensation Committee exercises the powers and performs the duties, if any, assigned to it from time to time under any compensation or benefit plan of the Company or any of its subsidiaries.

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

The Compensation Committee has delegated to the Chief Executive Officer the authority to grant stock awards to eligible participants (other than executive officers of the Company), the interpretative authority under the Company’s incentive compensation plans for interpretations and determinations relating to the grant of stock awards to such eligible participants and the modification of the terms of such a participant’s award following termination of employment. Additionally, the Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of the senior management team. His recommendations

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

are based on input from the Executive Vice President, Human Resources and Labor Relations and her staff, and the Compensation Committee’s independent compensation consultant. The Compensation Committee has the authority to review, approve and revise these recommendations as it deems appropriate.

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

Compensation Committee Interlocks and Insider Participation

During 2021 and as of the date of the Proxy Statement, none of the members of the Compensation Committee was or is an officer or employee the Company or its subsidiaries and no executive officer of the Company served or serves on the compensation committee (or its equivalent) or board of any company that employed or employs any member of the Company’s Compensation Committee or the Board. In addition, no member of the Compensation Committee had any relationship requiring disclosure under Item 404 of Regulation S-K promulgated by the SEC.

Role of Compensation Consultant in Determining Executive Compensation

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

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

Executive Committee

The Executive Committee met four times during 2021 and has a written charter adopted by the Board, which is available on the Company’s website, ir.united.com, by following the link “Corporate Governance” and selecting

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

“Executive Committee Charter” under the heading “Governance Documents.” The Executive Committee is authorized to exercise all of the powers of the Board, subject to certain limitations, in the management of the business and affairs of the Company, excluding any powers granted by the Board, from time to time, to any other committee of the Board. The Executive Committee can also form and delegate authority to subcommittees.

Finance Committee

The Finance Committee met five times during 2021 and has a written charter adopted by the Board, which is available on the Company’s website, ir.united.com, by following the link “Corporate Governance” and selecting “Finance Committee Charter” under the heading “Governance Documents.” The Finance Committee is responsible for, among other things: (i) reviewing financial plans and budgets and cash management policies and activities; (ii) evaluating and advising the Board on any proposed merger or consolidation, or any significant acquisition or disposition of assets; (iii) evaluating and advising the Board on business opportunities and financing transactions; (iv) evaluating capital structure and recommending certain proposed issuances of securities and (v) reviewing strategies relating to financial, operating or economic risk. The Finance Committee can also form and delegate authority to subcommittees.

Nominating/Governance Committee

The Nominating/Governance Committee met five times during 2021 and has a written charter adopted by the Board, which is available on the Company’s website, ir.united.com, by following the link “Corporate Governance” and selecting “Nominating/Governance Committee Charter” under the heading “Governance Documents.” All of the members of the Nominating/Governance Committee are independent as defined by Nasdaq Listing Rules.

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

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

Public Responsibility Committee

The Public Responsibility Committee met four times during 2021 and has a written charter adopted by the Board, which is available on the Company’s website, ir.united.com, by following the link “Corporate Governance” and selecting “Public Responsibility Committee Charter” under the heading “Governance Documents.”

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

The Public Responsibility Committee also has primary oversight responsibility for our ESG initiatives and risks, which includes reviewing our sustainability and climate-related strategic goals and objectives (including

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

periodically assessing our performance against these goals and objectives as well as other relevant and appropriate sustainability and corporate responsibility scorecards and rankings) as well as our policies, positioning and practices concerning safety and public health (including workplace and customer safety and security). The Board also has delegated responsibility for oversight of our policy advocacy, political contributions and lobbying expenditures and related activities to the Public Responsibility Committee. Our Government Affairs and Global Public Policy organization oversees our policy advocacy, political contributions and lobbying expenditures and related activities. Our Senior Vice President, Government Affairs and Global Public Policy, also reports regularly to the Board on our policy advocacy, political contributions and lobbying expenditures and related activities, periodically reviewing with the Public Responsibility Committee the strategic priorities for United’s political activity and providing the Public Responsibility Committee an annual report on political contributions of the Company and the UAPAC for the prior year. At least annually, the Public Responsibility Committee will review our Lobbying and Political Activity Policy and recommend any revisions it deems necessary or appropriate to the Board.

The Public Responsibility Committee can also form and delegate authority to subcommittees.

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

Communications with Directors and Stockholder Engagement

Written Communications with the Board

The Board welcomes input from stockholders and other interested parties and has established a process for stockholders and other interested parties to communicate directly with the Board as a whole, or any individual member, including the Chairman or the non-management or independent directors as a group, by one of the following means: (i) writing to the Board of Directors, United Airlines Holdings, Inc., c/o the Corporate Secretary’s Office, 233 S. Wacker Drive, Chicago, Illinois 60606; or (ii) emailing the Board at UALBoard@united.com. Any matter relating to our financial statements, internal accounting practices, internal controls or auditing matters should be addressed to the chair of the Audit Committee.

Stockholders may communicate with the Board on an anonymous or confidential basis. The Board has designated the Corporate Secretary’s Office as its agent for receipt of communications. All communications will be received, processed and initially reviewed by the Corporate Secretary’s Office. The Corporate Secretary’s Office generally does not forward communications that are not related to the duties and responsibilities of the Board, including junk mail, service complaints, employment issues, business suggestions, job inquiries, opinion surveys and business solicitations. The Corporate Secretary’s Office maintains communications and they are available for review by any member of the Board at his or her request.

Stockholder Engagement and Responsiveness

To inform our corporate governance practices, understand and consider the issues that matter most to our stockholders and keep our stockholders informed about our business, we engage with our stockholders and the broader corporate governance community year-round to seek their feedback on areas where we are performing well and areas for potential improvement. In 2021 members of our Investor Relations department and Corporate Secretary’s Office, as well as other subject-matter experts within the Company, spoke with a substantial number of stockholders representing holdings both large and small. We take feedback and insights from our engagement with stockholders and other stakeholders into consideration as we review and evolve our corporate practices and policies and we share these discussions with our Board as appropriate. We also engaged with the proponent who submitted the stockholder proposal included in this Proxy Statement to more fully understand the proposal and why it was submitted. In addition, we continued to engage with stockholders, seeking active feedback and offering additional insights on current topics of interest. As noted above, the Board updates our corporate governance framework each year based on a number of inputs, including stockholder feedback.

We encourage our registered stockholders to use the space provided on the proxy card to let us know your thoughts about the Company or to bring a particular matter to our attention. If you hold your shares through an intermediary or received the proxy materials electronically, please feel free to write directly to us.

Some key themes in 2021 and early 2022 emerged as part of our various engagements as set forth below.

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

Topic	Stockholder Feedback	Company Response
Executive Compensation	We have received requests from stockholders to link our executive compensation rewards to ESG performance metrics, such as climate change progress. We also received feedback related to our incentive plan proposal and related share request made in connection with the 2021 Annual Meeting. Stockholders also expressed concerns related to our 2021 compensation program as previewed in our 2021 proxy statement.	• In 2021, the Compensation Committee reduced the share request under the Company’s 2021 incentive plan. • In 2022, the Compensation Committee has included sustainability and DEI goals under our 2022 long-term performance awards that are designed to reward progress against our ESG goals. • In 2022, our executive compensation program design has returned to our more typical structure, including long-term performance awards and a three-year vesting schedule for our time-vested equity.
Human Trafficking Policies	In connection with our 2021 Annual Meeting, certain stockholders inquired about our management systems and process to implement the commitments outlined in our human rights policies.	We enhanced our disclosure of our Human Rights policy statement in our Corporate Responsibility Report, including discussion of the implementation of targeted internal policies and procedures across many of our business functions where we believe we can make the greatest impact, particularly in the areas of training of our frontline employees on recognizing and reporting suspected human trafficking, which we have been doing since 2016, and establishing fair labor standards in the procurement process for our supplier relationships and subcontractors for our government contracts.
Climate Change Strategy and Reporting	Investors inquired about our current climate change strategy, commitments and internal governance around climate reporting.	Our earnest intention on meeting our goal to become 100% green by eliminating GHG emissions by 2050 led us to commit in 2021 to a mid-term objective of reducing, compared to 2019, our carbon intensity by 50% by 2035. As part of our enhanced focus on transparency, we disclosed our climate change strategy in our 2021 Annual Report on Form 10-K and created a comprehensive index that maps our ESG disclosures across metrics outlined in the TCFD framework, which can be found at https://crreport.united.com/.
Disclosure of Political Activities and Lobbying Activity Alignment with Paris Agreement	We received: • a stockholder proposal at the 2021 Annual Meeting to issue a semiannual report on political contributions and expenditures that received 67.5% support. • another stockholder proposal at the 2021 Annual Meeting to issue a report on United Airlines, Inc.’s lobbying activities alignment with the Paris Agreement caps that received 65% support. • a stockholder proposal to be voted on at the Annual Meeting, if properly presented, requesting that we issue an annual report disclosing information regarding our lobbying policies and activities.	Based on the vote supporting the 2021 Annual Meeting stockholder proposals, as well as feedback from our stockholder engagement and outreach on these topics: • We published the United Airlines, Inc. Lobbying and Political Activity Policy statement regarding our participation in the political process and policy advocacy. This statement can be found at https://crreport.united.com/. Our Lobbying and Political Activity Policy is reviewed annually and updated as deemed necessary or appropriate. • The statement includes a list of 2021 corporate political contributions. We update this information semi-annually. • The statement also includes a list of member organizations to which we pay more than $25,000 in annual dues that are used for lobbying activities. • We issued our “Climate Lobbying Report: Aligning Climate Leadership with Advocacy”, which is available at https://ir.united.com/corporate-governance/governance-documents. This report describes how our lobbying practices are aligned with our corporate climate strategy.

Availability of Governance Materials

You may access financial and other information on the investor section of our investor relations website, ir.united.com. Copies of these documents and other information are also available free of charge by sending a request to the Corporate Secretary—United Airlines Holdings, Inc., 233 S. Wacker Drive, Chicago, Illinois 60606. Also available on our website or upon request, free of charge, are copies of the following documents:

•

Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934;

•

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws;

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

•

Committee Charters;

•

Corporate Governance Principles;

•

Climate Lobbying Report; and

•

Code of Ethics and Business Conduct, which apply to all directors, officers and employees.

To view the United Airlines, Inc. Lobbying and Political Activity Policy and our comprehensive index that maps our ESG disclosures across metrics outlined in the TCFD framework, please view our Corporate Responsibility Report at https://crreport.united.com/.

2022 Proxy Statement

TABLE OF CONTENTS

Board and Corporate Governance Matters

Director Compensation

2021 Director Compensation

The following table represents the amount of director compensation in 2021 for each director who served during that year other than Messrs. Kirby and Munoz. The 2021 compensation for Mr. Kirby is shown in the 2021 Summary Compensation Table. Mr. Munoz, who served as Executive Chairman following his transition from the role of Chief Executive Officer in 2020, served on the Board until his retirement from the Board in May 2021. Mr. Munoz did not receive any compensation for his service as a director. Mr. Hamilton joined the Board in 2022. For purposes of the disclosure in this section, we refer to the non-employee directors elected by the holders of our Common Stock as “non-employee directors.”

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)(3)		All Other Compensation ($)(4)		Total ($)
Carolyn Corvi		145,000		170,871		1,487		317,358
Matthew Friend		9,008		—		106		9,114
Barney Harford		140,000		170,871		12,063		322,934
Michele J. Hooper		150,000		171,714		23,286		345,000
Walter Isaacson