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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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

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.

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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 2024 Annual Meeting of Stockholders, which is scheduled to be held on Wednesday, May 22, 2024 at 9:00 a.m., Central Time.

It is a privilege to serve as the Chairman of the Board and to work closely with our CEO, Scott Kirby, and my fellow Board members to support management’s efforts to optimize our operations, deliver excellent customer service and strengthen our safety culture while continuing to invest in our people and pursue corporate responsibility goals aimed to inspire the world to action. Since safety is not only essential to our success but also foundational to our culture, the Board is dedicated to ensuring that our safety processes and systems meet the highest standards of safety and to cultivating a culture of safety, including through our “No Small Roles in Safety” strategy that reinforces each employee’s significant role in enabling the highest level of safety performance for our customers and employees. In addition, the Board is proud of the progress United and its employees have made on our United Next plan and of achieving yet another year of strong results and margin growth, confirming that our disciplined execution of the United Next plan is working.

We also place a high priority on communicating with our investors. In the past few years, we developed a robust stockholder engagement program and discussed with stakeholders a range of topics, including our business strategy and priorities as well as our ESG strategy. The feedback we gathered from these engagements has been helpful as the Board reviews changes and updates to our policies, practices and disclosures. We look forward to continuing our dialogue with you.

As part of our intentional Board refreshment over the last several years, we would like to share several changes to our Board. We recently welcomed Rosalind (Roz) Brewer and Michelle Freyre as independent directors and are pleased to announce their nominations for election by the holders of our common stock at the Annual Meeting. Roz’s vast executive leadership experience, including most recently as President and CEO of Walgreens Boots Alliance, Inc., has already been a valuable addition to our Board. We also look forward to benefitting from Michelle’s extensive experience in business and product strategy as President of Global Brands, Clinique and Origins at The Estée Lauder Companies. We also welcomed Captain Anne Worster, who was appointed to the Board by the United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International following Captain Garth Thompson’s departure from the Board in February 2024. The addition of these three directors further strengthens our Board’s diversity and its mix of skills, experiences and perspectives. We also offer our sincere appreciation to Jim Kennedy and Carolyn Corvi, who will retire from the Board effective as of this Annual Meeting, as well as to Captain Thompson for their years of exemplary service and devotion to the Company and its stakeholders.

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Lastly, I join our entire Board in thanking 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 of our directors and the other items described in this Proxy Statement by voting, as promptly as possible, through one of the options outlined in the Proxy Statement, whether or not you plan to join us for the Annual Meeting. Your participation is important, so please exercise your right to vote. We hope that you and your families will have an opportunity, whether for business or pleasure, to travel with us in 2024.

Sincerely,

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Edward M. Philip

Chairman of the Board

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A Message from Our Chief Executive Officer

Dear Fellow United Stakeholders,

In 2023, we successfully executed the first year of our United Next plan and achieved strong financial results, delivering margins near the top of the industry. Our investments in our business, product, infrastructure, training and people are further differentiating United and are driving higher returns for the business. We’ve built incredible momentum while overcoming significant industry challenges. Over the last year, we’ve gained market share, strengthened our operations and achieved high customer satisfaction scores. Today, the United team remains focused on continuing to execute our United Next plan to deliver long-term growth and create value for our stakeholders. I’d like to also note selected highlights from 2023 below:

Safety

Safety is foundational to United’s success and the entire team is committed to maintaining the highest safety standards.
United has a strong safety record and culture, but we can never take safety for granted.
Employees utilized our Safety Management System at an all-time high last year, reinforcing a company-wide commitment to safety.
Severe injuries were down 7% as compared with 2022 as a result of our strong injury prevention program and robust transitional duty program.
We introduced adjusted Flight Crew policies to help ensure flight attendants are seated by 10,000 feet during arrival to reduce risk of turbulence-related injuries.
We commenced ongoing peer audits in the flight deck to allow for regular evaluation of policies and procedures.

United Next Network Plan

We became the #1 airline over both the Atlantic and the Pacific.
We delivered industry-leading unit revenue results, with full-year total revenue per available seat mile up 21.5% versus 2019.
We also carried the largest number of passengers in a year in the airline’s history at 165 million and achieved the highest seat factor ever in a year at 86.4%.
In the fourth quarter, we announced the largest international winter schedule expansion in the airline's history.
We delivered top-tier customer service and ended 2023 with a 77% reduction in fourth quarter 2023 system cancellations as compared with fourth quarter 2019.

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Overcoming Industry Challenges

We utilized existing Federal Aviation Administration technology to leverage faster reroutes around weather constraints through automation.
We advocated for expanded holiday airspace release program to free up additional military airspace during high traffic weekends.
We advocated for separate Air Carrier and General Aviation (“GA”) programs at Aspen to address the airport’s constraints with GA parking.
In August we reduced scheduled flights at Newark by 10% to address air traffic control and airspace congestion issues, which resulted in dramatic improvements in our operations.
We took delivery of 85 aircraft – 13 fewer aircraft than initially planned due to original equipment manufacturers’ delivery delays.

2023 Financial Results

We generated record top line revenue results of $53.7 billion.
We also delivered pre-tax income of $3.4 billion and adjusted pre-tax income(1) of $4.3 billion as well as a pre-tax margin of 6.3% and adjusted pre-tax margin(1) of 8.0%. These results rank us #2 in the industry – up from #7 in 2019.
We delivered full-year diluted earnings per share of $7.89 and adjusted diluted earnings per share(1) of $10.05. These results were ahead of Wall Street expectations and in-line with our guidance provided at the start of the year.

Infrastructure Investments for the Future

We opened a new training facility building in Denver with 12 new simulators.
We added 24 new gates at airports across the system.
We opened five new United Club locations across three hubs, including the airline's largest – a 35,000 sq. ft. club at our Denver hub.
United opened an expanded and newly renovated global Inflight Training Center in Houston, Texas – the expansion project more than doubles the available training space at the center.
We announced significant updates to our Houston and Denver hubs and began operations from the new Terminal A at Newark.

People

Our pilots represented by the Air Line Pilots Association, International and United Airlines, Inc. ratified a new four-year contract. In addition, employees represented by the International Association of Machinists & Aerospace Workers and United Airlines, Inc. ratified a new two-year contract.
We celebrated the graduation of United Aviate Academy's inaugural class of pilots, an important step toward training the next generation of talented, qualified and motivated aviators.

____________________________________________

(1)Adjusted pre-tax income, adjusted pre-tax margin and adjusted diluted earnings per share are non-GAAP financial measures. Please refer to Appendix A for a definition of each of these measures and a reconciliation of each measure to the most directly comparable GAAP financial measure.

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Technology

We became the first airline to launch Live Activities for the iPhone, giving customers real-time access at a glance to their boarding pass, gate and seat number and a countdown clock to the departure time. More than 65 million travelers utilized the feature in 2023.
We saved 713,000 customer connections through our Connection Saver tool, ensuring more customers made their flights throughout the year.
More than 1.6 million customers used our Agent on Demand tool to get real-time information on flight status, upgrade and standby lists, seat assignments, irregular operation assistance and more.
More than 175,000 families were able to sit together as a result of our new family seating policy.
On average, during 2023 approximately 86% of our passengers utilized our mobile app or mobile website during active travel.

Environmental Sustainability

We launched the United Airlines Ventures Sustainable Flight Fund, a first-of-its-kind investment vehicle designed to leverage support from cross-industry businesses to support start-ups focused on decarbonizing air travel through sustainable aviation fuel (“SAF”) research, technology and production associated with SAF.
We welcomed nine new corporate participants to our Eco-Skies Alliance program, established to contribute to the purchase of SAF. To date, the program has allowed for the purchase of approximately 11 million gallons of SAF.
In 2023, we received SAF-blended fuel deliveries at Amsterdam, Los Angeles, London Heathrow and San Francisco airports, which includes two new airports where United has used a SAF blend.

The entire United team is passionate about our goal of building the world’s best airline. The United Team continues to focus on our Core Four – Safety, Caring, Dependability, and Efficiency, in that order.  All of us at United are proud of what we’re building and excited to continue building the world’s best airline, which benefits our employees, our customers, and our stockholders.

Sincerely,

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Scott Kirby

Board Member and Chief Executive Officer

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Notice of 2024 Annual Meeting of Stockholders

Notice is hereby given that the 2024 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).

Meeting Agenda

   

Date & Time

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Wednesday, May 22, 2024
at 9:00 a.m. CDT

Where

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Virtually online at www.virtualshareholdermeeting.com
/UAL2024

Record Date

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March 25, 2024

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The election of the director nominee named in the attached proxy statement for a one-year term.

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The ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

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A vote to approve, on a nonbinding advisory basis, the compensation of our named executive officers.

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A vote to approve the Second Amendment to the United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan.

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A vote to approve the Company’s Tax Benefits Preservation Plan.

In addition, we will transact such other business 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 www.virtualshareholdermeeting.com/UAL2024.

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By Internet

www.proxyvote.com

By order of the Board of Directors,

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E. Anna Ha
Associate General Counsel and Corporate Secretary

April 12, 2024

233 S. Wacker Drive
Chicago, Illinois 60606

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By Phone

In the U.S. or Canada dial toll-free 1-800-690-6903

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By Mail

Cast your ballot, sign your proxy card and send in our prepaid envelope

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By QR Code

Scan this QR code to vote with your mobile device (may require free app)

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Electronic Delivery of Proxy Materials

United is committed to operating sustainably and responsibly.

We encourage all stockholders to voluntarily elect to receive all proxy materials electronically. This helps reduce the paper mailed to you and supports our goal of reducing our emissions.

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Sign up for e-delivery at proxyvote.com.

Please have your control number available.

Benefits of E-Delivery:

immediate and convenient access to the materials
helps us reduce our impact on the environment
helps us reduce our printing and mailing costs

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Our Environmental Impact

Our E-Delivery initiative has resulted in the elimination of 806,605 sets of proxy materials from being produced and mailed. The 705,780 pounds of paper being saved in this process represent the following:

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1,410 tons of wood saved; or the equivalent of 8,450 trees

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9,000 million BTU’s saved; or the equivalent of 10,700 residential refrigerators operating for one year

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6,340,000 pounds of CO2 saved; or the equivalent of 576 cars operating for one year

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7,550,000 gallons of water saved; or the equivalent of 343 swimming pools

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416,000 pounds of solid waste saved

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563 pounds of hazardous air pollutants saved

Environmental impact estimates are calculated using the Environmental Paper Network Paper Calculator. For more information, visit www.papercalculator.org.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on May 22, 2024:
Our Board of Directors is soliciting your proxy on behalf of the Company for the Annual Meeting, which will be held on May 22, 2024 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 12, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials to stockholders informing them that this Notice of 2024 Annual Meeting of Stockholders, the accompanying proxy statement and our 2023 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.

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A Message from Our Chairman

A Message from Our Chief Executive Officer

Notice of 2024 Annual Meeting of Stockholders

Proxy Statement Summary and Voting Map

1

Annual Meeting Information

1

Company Information

2

Our Business Performance

3

Corporate Governance Highlights

4

Items of Business and Board Voting Recommendations

Item 1 | Election of Directors

5

Director Nominee Details

5

Active Stakeholder Engagement in Fiscal 2023

8

Item 2 | Ratification of Appointment of Independent Registered Public Accounting Firm

9

Item 3 | Advisory Vote to Approve Executive Compensation

10

Item 4 | Vote to Approve the Second Amendment to the Amended and Restated 2021 Incentive Compensation Plan

13

Item 5 | Vote to Approve the Company’s Tax Benefits Preservation Plan

13

United’s Approach to Environmental, Social and Governance

14

Item 1
Election of Directors

17

Director Qualifications

18

Board Diversity

20

Director Biographical Information

22

Board and Corporate Governance Matters

36

Board Selection and Election

36

Board Governance

42

Governance Policies and Principles

49

How the Board Is Organized

51

Communications with Directors and Stockholder Engagement

58

How We Are Paid

63

Securities Ownership

69

Certain Beneficial Owners

69

Directors and Executive Officers

70

Equity Compensation Plan Information

71

Delinquent Section 16(a) Reports

71

Item 2
Ratification of Appointment of Independent Registered Public Accounting Firm

72

Audit Committee Report

73

Audit Committee Pre-Approval Policy and Procedures

75

Independent Registered Public Accounting Firm Fees

75

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Item 3
Advisory Vote to Approve Executive Compensation

76

Compensation Discussion and Analysis

77

Introduction

78

Executive Summary

78

Company Performance Update

83

Driving Business Success

84

Executive Compensation Program

85

2023 Target Compensation Benchmarks

87

Pay Setting Governance and Process

88

Fiscal Year 2023 Compensation Program Design

93

Other Elements of the Compensation Program Design

108

Significant Compensation Policies and Other Information Regarding Executive Compensation

110

Compensation Committee Report

112

2023 Summary Compensation Table

113

Grants of Plan-Based Awards for 2023

116

Narrative to 2023 Summary Compensation Table and Grants of Plan-Based Awards for 2023 Table

118

Outstanding Equity Awards at 2023 Fiscal Year-End

119

Option Exercises and Stock Vested for 2023

121

2023 Pension Benefits Table

122

Narrative to Pension Benefits Table

123

Potential Payments upon Termination or Change in Control

125

2023 CEO Pay Ratio

138

Pay Versus Performance

139

Item 4
Vote to Approve the Second Amendment to the United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan to Increase the Available Shares by 2,700,000 Shares

144

Proposed Amendment

145

General

146

Purpose of the 2021 Plan

146

Certain Features of the 2021 Plan

147

Description of the 2021 Plan

147

Federal Income Tax Consequences

153

Item 5
Vote to Approve the Company’s Tax Benefits Preservation Plan

155

Annual Meeting Information

160

General Information About the Annual Meeting

160

Householding

166

Other Business

166

Appendix A
Reconciliation of GAAP and Non-GAAP Financial Measures

A-1

Appendix B-1
Second Amendment to United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan

B-1-1

Appendix B-2
United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan

B-2-1

Appendix C
United Airlines Holdings, Inc. Tax Benefits Preservation Plan

C-1

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement (the “Proxy Statement”) and accompanying materials (collectively, the “Proxy Materials”) contain certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including those set forth below in “Company Information,” “Our Business Performance” and “United’s Approach to Environmental, Social and Governance.” 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 the Proxy Materials 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, 2023 (“2023 Annual Report on Form 10-K”), as updated by its subsequent 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 Materials include 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 the Proxy Materials or any of the Company’s other SEC filings.

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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 2023 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 2024 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 12, 2024 to our stockholders of record as of March 25, 2024 (the “Record Date”).

Annual Meeting Information

Date & Time

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May 22, 2024
at 9:00 a.m. CDT

Where

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Virtually online at www.virtualshareholdermeeting.com
/UAL2024

Record Date

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March 25, 2024

Voting:

Holders will be entitled to one vote at the Annual Meeting for each of the outstanding shares of our common stock, $0.01 par value per share (“Common Stock”) they hold as of the Record Date.

Meeting Agenda

Board Recommendation

    

Page
Reference for
Additional
Information

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The election of the director nominee named in the attached proxy statement for a one-year term.

   

For each Nominee

17

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The ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

For

72

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A vote to approve, on a nonbinding advisory basis, the compensation of our named executive officers.

For

76

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A vote to approve the Second Amendment to the United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan.

For

144

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A vote to approve the Company’s Tax Benefits Preservation Plan.

For

155

2024 Proxy Statement    Graphic

1

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Proxy Statement Summary and Voting Map

Company Information

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United is the largest airline in the world. Our 100,000+ employees help 140 million customers get to nearly 350 destinations across six continents each year.

Graphic Largest Airline in the World

With 291 billion available seat miles and 244 billion revenue passenger miles in 2023, United is the largest airline in the world.

Graphic Historic Growth through United Next

As part of our United Next growth plan, we hired more than 17,000 employees in 2023 and expect to take delivery of hundreds of new planes through 2032.

Graphic Industry-Leading Loyalty Program

110+ million MileagePlus members can earn travel benefits, Premier status and access to one of the most comprehensive merchandise redemption programs in the industry.

Graphic United Aviate Academy

United is the only major U.S. airline to own its own flight training school – we have awarded millions of dollars in scholarships and expanded our pilot recruiting efforts to bring on the next generation of talented, motivated aviators.

Graphic Elevating the Customer Experience

United’s single-aisle planes will feature screens in every seat, enough overhead room for everyone’s carry-on, Bluetooth connectivity, and fast Wi-Fi. United’s twin-aisle aircraft include United Polaris business class with lie-flat seats and custom Saks Fifth Avenue bedding.

Graphic Net Zero by 2050

United has pledged to reduce its GHG emissions 100% by 2050 without relying on traditional carbon offsets. We are also the only airline with a venture fund dedicated to investments that can decarbonize air travel including carbon capture, hydrogen-electric engines, electric regional aircraft and air taxis.

Graphic Leading in Sustainable Aviation Fuel Investments

United used about 7 million gallons of sustainable aviation fuel (“SAF”) in 2023, a three-fold increase from the previous year - and separately has closed the Sustainable Flight Fund, a $200+ million fund with 22 limited partners, to support start-ups focused on accelerating SAF research, production and technologies.

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Our Business Performance

We delivered the following financial results:

Pre-Tax Margin

    

Operating Margin

6.3%

8.0%

7.8%

9.6%

Pre-tax Margin

Adjusted Pre-Tax
Margin (Non-GAAP)(1)

Operating
Margin

Adjusted Operating
Margin (Non-GAAP)(1)

The 8% adjusted pre-tax margin we generated in fiscal year 2023 was the second highest among our U.S. competitors(2).

Our operating margin and adjusted operating margin increased since 2022 – an indication that we have made significant progress as we work to overcome operational challenges facing the airline industry.

Total Revenue per Available Seat Mile (“TRASM”) Growth

    

Earnings per Share (“EPS”)

1.7% ä

21.5% ä

$7.89

$10.05

TRASM Growth Year-Over-Year

TRASM Growth Since 2019

Diluted EPS

Adjusted Diluted
EPS (Non-GAAP)(1)

TRASM measures how much revenue we generated for each seat mile flown. Our TRASM growth since 2019 is leading the industry.

We were able to deliver on our EPS target for fiscal year 2023 that few thought possible in light of a wide range of headwinds.

(1)

Adjusted Pre-Tax Margin, Adjusted Operating Margin and Adjusted Diluted EPS are non-GAAP financial measures. Please refer to Appendix A for a definition of each of these measures and a reconciliation of each measure to the most directly comparable GAAP financial measure.

(2)

For purposes of this comparison, our U.S. competitors include Delta, American, Southwest, JetBlue, Alaska, Spirit and Frontier.

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Corporate Governance Highlights

We are committed to strong corporate governance policies that promote the interests of our stockholders and strengthen Board and management accountability. The Board and Corporate Governance Matters section beginning on page 36 describes our governance framework and our Compensation Discussion and Analysis section beginning on page 77 describes our executive compensation program. Those sections include the following highlights:

Separate Chairman and CEO Roles

(see page 51)

10 out of 13 Board nominees are Independent (10 out of 11 nominees elected by the holders of Common Stock)

(see page 40)

Risk Oversight by the Full Board and its Committees

(see page 43)

Majority Voting Standard in Uncontested Elections of Directors

(see page 36)

Annual Election of All Directors

(see page 17)

Executive Compensation Programs that Link Executive Pay to Performance

(see page 85)

Regular Engagement with Stakeholders

(see page 59)

25% Threshold for Stockholders to Call a Special Meeting

(see page 38)

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Item 1 | Election of Directors
( see page 17 for more information)

The Board has nominated the following 11 director nominees for election by the holders of shares of our Common Stock: Ms. Rosalind Brewer, Ms. Michelle Freyre, Mr. Matthew Friend, Mr. Barney Harford, Ms. Michele Hooper, Mr. Walter Isaacson, 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 Anne Worster 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 36.

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The Board Recommends you vote FOR each of the nominees

Vote Required

We have 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 will have no effect on the election of directors.

Director Nominee Details

The following tables provide summary information of our Board if our director nominees are elected.

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Independent Chair
of Board since 2021

2 New Independent Directors
elected to our Board in 2024

7 of 13 Directors
joined our Board within the last five years

10 of 13 Directors
(10 of 11 nominees elected by the holders of Common Stock)
are independent

5 of 13 Directors
are women and/or racial/ethnically diverse

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Name and Principal Occupation

Age

Director
Since

Independent
Director

Other
Current
Public
Boards

Current Committee Memberships

Audit

Compensation

Executive

Finance(1)

Nominating/
Governance

Public
Responsibility

Directors to be Elected by the Holders of Common Stock

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Rosalind Brewer

Special Advisor and Former CEO of Walgreens Boots Alliance

61

2024

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¢

¢

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Michelle Freyre

Global Brand President of Clinique and Origins, The Estée Lauder Companies, Inc.

53

2024

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¢

¢

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Matthew Friend

EVP and CFO, NIKE, Inc.

46

2021

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¢  

¢

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Barney Harford

Former COO, Uber Technologies, Inc.

52

2016

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¢

¢

¢

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Michele J. Hooper

President and CEO,
The Directors’ Council

72

2018

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1

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¢

¢

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Walter Isaacson

Advisory Partner,
Perella Weinberg Partners

72

2006

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¢

¢

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J. Scott Kirby

CEO, United Airlines Holdings, Inc.

56

2020

CEO

1

¢

¢

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Edward M. Philip «

Former COO, Partners in Health

59

2016

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2

¢  

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Edward L. Shapiro

Former Managing Partner, PAR Capital Management, Inc.

59

2016

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¢

¢

¢

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Laysha Ward

Strategic Advisor, Target Corporation

56

2021

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1

¢

¢

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James M. Whitehurst

Former President, International Business Machines Corporation

56

2016

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2

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¢

¢

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

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Captain Anne Worster

Master Executive Council Chairman, United Airline Pilots Master; Executive Council of the ALPA

60

2024

¢

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Richard Johnsen

General Vice President,
IAM Transportation Department

55

2021

¢

Number of Meetings in 2023

Board–7

8

6

4

4

4

4

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Committee Chair

¢

Committee Member

«

Chairman of the Board

Audit Committee Financial Expert

(1)A new Finance Committee chair will be appointed at the next Board meeting.

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Director Nominee Skills and Experience

Brewer

Freyre

Friend

Harford

Hooper

Isaacson

Johnsen

Kirby

Philip

Shapiro

Ward

Worster

Whitehurst

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ACTIVE OR FORMER C-SUITE EXECUTIVE: Service in senior leadership positions, including past CEO experience or other senior executive positions

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AIR, TRAVEL & TRANSPORTATION: Experience as a business leader, regulator or consultant in the industry

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CURRENT OR FORMER FORTUNE 500 BOARD: Current or past service on the boards of other publicly traded Fortune 500 companies listed on U.S. exchanges

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FINANCE/ACCOUNTING/CAPITAL ALLOCATION: Experience in evaluating financial statements or overseeing capital structure and financial strategy

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GLOBAL OPERATIONS: Leadership at a global company or experience overseeing international corporate strategy, operations or development

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HUMAN CAPITAL MANAGEMENT/UNION RELATIONS: Experience in human capital management, human resources, talent acquisition and management or labor relations and unions

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RETAIL / BRAND MANAGEMENT: Experience in consumer marketing, sales or brand management

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RISK MANAGEMENT: Experience in risk management and oversight, including risk assessment, identification and mitigation

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TECHNOLOGY/CYBERSECURITY: Experience in e-commerce, cybersecurity, data analytics or information technology

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Race/Ethnicity

African American or Black

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Hispanic or Latino

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White or Caucasian

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Gender

Female

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Male

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ACTIVE STAKEHOLDER ENgAGEMENT IN FISCAL 2023

Our Annual Stakeholder Engagement Program

In addition to the ongoing dialogue among our stockholders and our Chief Executive Officer, Chief Financial Officer and Investor Relations team on United’s strategic and financial performance, we have developed a proactive, ongoing stakeholder engagement program focused on corporate governance, corporate responsibility and executive compensation, highlights of which are described under “Communications with Directors and Stockholder Engagement” on page 58. As part of our regular stakeholder outreach, we engaged with our top stockholders, representing approximately 56% of our total shares outstanding. These interactions provide us with the opportunity to learn about our stockholders’ priorities and perspectives on significant issues. United and its Board consider feedback and insights from stockholders and other stakeholders as we review our governance framework and disclosures.

Who participated

Independent Chairman
Senior Management
Investor Relations
Governance Team

  

  

Who we engage

Institutional Investors
Our stockholder proponents

  

  

Other Ways We Engage

Quarterly earnings calls
Industry presentations and conferences
Company-hosted events and presentations
Road show meetings with investors and analysts

How we engage

One-on-one meetings
Written and electronic communications

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Item 2 | Ratification of Appointment of Independent Registered Public Accounting Firm
( see page 72 for more information)

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 the fiscal year ending December 31, 2024, subject to ratification by the holders of shares 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 2024 is in the best interest of the Company and its stockholders. Detailed information about Ernst & Young’s appointment and fees for 2023 and 2022 can be found beginning on page 73.

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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. Because brokers will have discretionary authority to vote on this proposal, there will not be any broker non-votes.

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Item 3 | Advisory Vote to Approve Executive Compensation
( see page 76 for more information)

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 2023 Annual Meeting of Stockholders, the Board has determined to seek an annual nonbinding advisory vote from our stockholders to approve the 2023 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 2023 compensation paid to our NEOs as described in the Compensation Discussion and Analysis and disclosed in the Summary Compensation Table and related compensation tables and narrative disclosure set forth in this Proxy Statement. For additional information on our 2023 executive compensation program and the 2023 decisions made by the Compensation Committee, we encourage stockholders to review, in detail, the section entitled Compensation Discussion and Analysis beginning on page 77.

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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 will have no effect on the advisory vote to approve executive compensation.

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Executive Compensation Summary for 2023

Compensation Program Highlights

Our 2023 executive compensation program (the “2023 Program”) was designed to motivate and reward our management team for advancing United’s strategic priorities. It features long-term performance-based equity awards and applies three-year vesting to our time-based equity awards.

The following is a high-level summary of the 2023 Program.

We design our 2023 Program to align the interests of our stockholders and executives, link executive pay to performance and attract, retain and appropriately reward our executives in line with market practices.

Notably, our 2023 Program:

Is informed by the market median of our peer group of companies, selected based on similar revenue, size, scope and complexity, with a focus on size-relevant U.S.-based airline peers.
Features a mix of cash and equity-based compensation.
Links pay to performance with multiple performance metrics aimed at increasing stockholder value.
Includes robust stock ownership guidelines for our named executive officers, as well as prohibitions on pledging and hedging and a strong clawback policy.
Does not encourage excessive risk taking.
Reflects stockholder feedback regularly through our annual Say-on-Pay vote.

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93%

6x

87%

Percentage of our CEO’s target compensation at-risk and fluctuating based on our performance and/or our stock price.

Our CEO’s stock ownership requirement, as a multiple of his base salary.

Average level of stockholder support for our “Say-on-Pay” proposal in the last 3 years.

NO

YES

Independence

No hedging or pledging of company stock permitted for officers, directors and certain other management employees.

Clawback policy in place to permit recovery of compensation in the event of certain misconduct and in accordance with applicable law and Nasdaq listing standards.

Compensation decisions made by the Compensation Committee and the Compensation Committee’s compensation consultant is independent.

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2023 TOTAL TARGET COMPENSATION MIX

CEO

AVG OTHER NEOS

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Short-Term Incentive Program

Long-Term Incentive Program

Our executives are eligible to receive an annual cash short-term incentive award, which is earned based on achievement of performance metrics that align with our business strategy.

We granted restricted stock unit (“RSU”) and performance-based restricted stock unit (“PBRSU” or “Performance-Based RSU”) awards to our executives in 2023.
Equity awards provide a significant stake in the long-term financial success of United that is aligned with stockholder interests.

2023 Short-Term Incentive Program Weighted Metrics

Performance-Based RSUs

33%

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Financial: This metric is based on our adjusted EBITDA margin improvement relative to our industry peers.

50%

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Performance-Based RSUs reward achievement of financial, operational and strategic goals.

33%

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Net Promoter Score (“NPS”): This customer-based metric provides continued focus on taking care of our customers and measures success toward positioning the United brand as the preferred choice for airline travel.

RSUs

50%

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Vest one-third per year over a three-year period.

33%

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Operational Excellence: This features three key airline operational metrics—on-time departures, mishandled baggage rate and seat cancellations.

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Item 4 | Vote to Approve the Second Amendment to the United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan
( see page 144 for more information)

The Compensation Committee recommended, and the Board has approved, the Second Amendment (the “Plan Amendment”) to the United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan (“2021 Plan”), subject to approval by the holders of shares of Common Stock at the Annual Meeting. The Board, therefore, is presenting a resolution to the holders of shares of Common Stock requesting approval of the Plan Amendment as the Board and the Compensation Committee believe that the Plan Amendment is in the best interest of the Company and its stockholders. Detailed information about the Plan Amendment can be found beginning on page 145.

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The Board recommends you vote FOR Item 4

VOTE REQUIRED

Approval of Item 4-Vote to Approve the Second Amendment to the Amended and Restated 2021 Incentive Compensation Plan-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 will have no effect on the outcome of this proposal.

Item 5 | Vote to Approve the Company’s Tax Benefits Preservation Plan
( see page 155 for more information)

On December 4, 2020, the Board adopted the Tax Benefits Preservation Plan, which was approved by the Company’s stockholders at the 2021 annual meeting of the Company’s stockholders. Since that time, the Tax Benefits Preservation Plan has been twice amended, including to extend the expiration date from December 4, 2023 to December 4, 2026 (subject to other earlier termination events, including if stockholder approval of the Tax Benefits Preservation Plan, as amended, has not been obtained at the Annual Meeting). The Board believes the Tax Benefits Preservation Plan, as amended, is in the best interests of the Company and its stockholders. Detailed information about the Tax Benefits Preservation Plan, as amended, can be found beginning on page 156.

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The Board recommends you vote FOR Item 5

VOTE REQUIRED

Approval of Item 5-Vote to Approve the Company’s Tax Benefits Preservation Plan 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 will have no effect on the outcome of this proposal.

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United’s Approach to Environmental, Social and Governance

At United "Good Leads the Way" is more than a slogan; it fuels our mission to build the world's biggest and best airline. Our employees around the world are joined together to enable 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.

Today, United is viewed not only as a leader in aviation but as a leader among the world’s largest corporations. Our leadership is driven by our desire to blaze new trails by being a force for good, responsive to the world in which we operate, responsible for our actions and committed to doing the right thing. We identified seven corporate responsibility focus areas set forth below that we believe are critical to our business needs, maintain our corporate values, build stockholder value and improve the communities in which we live and fly. To learn more about the Company’s corporate responsibility focus areas, please see our Corporate Responsibility Report on our Investor Relations website at https://crreport.united.com/.

Safety Culture

Community Impact

Environmental Sustainability Strategy

Human Capital Management/

People Strategy

Supply Chain Integrity

Cybersecurity Strategy

Governance

United takes an integrated approach to our environmental, social and governance (“ESG”) performance:

Board Diversity Philosophy: Our Board believes that a key component of effective oversight of our corporate strategy is its commitment to having directors with perspectives reflecting a diversity of independent views. The Board, therefore, remains focused on ensuring that it is composed of directors with the broad experience, attributes, balance of professional skills and diversity of perspectives to effectively oversee the success of the business.

United Corporate Responsibility Strategy: We have devoted our brand, reputation, resources, time and effort to pursuing corporate responsibility goals aimed to generate impactful results. Simply put, we aspire to use our influence and scale to lead in a way that inspires the world to action. Over the last few years, our management has worked to incorporate our corporate responsibility strategy into the Company’s overall business strategy, which has included establishing important initiatives to fight climate change and providing career opportunities to thousands of people.

Board and Executive Team Oversight of United Corporate Responsibility Strategy: We identify and manage the risks and opportunities that arise from our corporate responsibility focus areas through strong Board and executive oversight.

Oversight of our corporate responsibility strategy starts at the Board level, which, as a whole and through its Committees, has responsibility for overseeing corporate responsibility goals, targets, commitments, strategies, initiatives, risks, assessments, disclosures and external engagement and related matters. Each of the Public Responsibility, Audit, Nominating/Governance, Executive and Compensation Committees are charged with oversight and implementation of specific areas of corporate responsibility focus. This distributed allocation of responsibilities among the various Committees helps ensure dedicated attention to implementation of our corporate responsibility strategy. In 2023, the Board, in full and in individual committees, discussed a range of corporate responsibility topics, including the seven corporate responsibility focus areas identified above, as well as political engagement and contributions, technology and data privacy.

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United’s Approach to Environmental, Social and Governance

United’s executive team also provides management-level oversight over United’s corporate responsibility strategy and is responsible for reviewing, refining and implementing long-term corporate responsibility strategies and periodically updating the full Board and the Committees, as applicable, on issues related to the implementation of the corporate responsibility strategies. Through the review process and ongoing check-ins with United team leaders of our corporate responsibility focus areas, United’s executive team approves the creation of corporate responsibility goals and initiatives and monitors progress toward the goals by maintaining regular communication with dedicated teams of corporate responsibility professionals and subject-matter experts throughout the Company.

Transparency of United Corporate Responsibility Strategy: We place a high priority on active stakeholder engagement and robust public reporting of our corporate responsibility strategy, initiatives and goals.

Throughout 2023, the Corporate Secretary’s Office, in partnership with Investor Relations, hosted calls with stakeholders and investor groups focusing specifically on Board and Committee oversight of various corporate responsibility matters, including environmental sustainability topics, such as our stated GHG emissions goals, and human capital management, including our people impact initiatives and how we have invested in our team. Our stakeholder engagement enables us to better understand our stakeholders’ priorities and perspectives. The stakeholders to whom we spoke to in 2023 were supportive of our corporate responsibility strategy.

We believe that our stakeholder engagement program is successful in part because our public disclosures allow our various stakeholders to measure our performance and track our progress against our goals. Examples of our disclosures include the following:

-The Company has produced a Corporate Responsibility Report annually and intends to continue doing so. In our most recent Corporate Responsibility Report, we provided an update on our corporate responsibility strategy, initiatives and goals. The Report can be found on the Company’s Investor Relations website: https://crreport.united.com/, neither the report nor the contents are incorporated by reference into this proxy statement.
-We disclose key corporate responsibility qualitative and quantitative data in our Annual Report on Form 10-K, including our 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 directors and U.S. employees.
-We report information around performance and progress toward our environmental sustainability-related goals in alignment with recognized external ESG reporting frameworks, including the Task Force on Climate-related Financial Disclosures.
-We issued our “Climate Lobbying Report: Aligning Climate Leadership with Advocacy” in 2022, which describes how our lobbying practices are aligned with our environmental sustainability strategy.
-We publicly disclosed our Consolidated EEO-1 Report (which includes only our and United Ground Express, Inc.’s U.S. workforces) for the first time in 2023 in our Corporate Responsibility Report and committed to continue to do so annually.

We will continue to evaluate our corporate responsibility strategy and disclosures as we develop and implement our corporate responsibility strategy.

Accountability of United Corporate Responsibility Strategy: Based on feedback from our stockholders and to incentivize strong performance across our corporate responsibility goals, the Compensation Committee determined in early 2024 that strategic metrics relating to environmental sustainability, people impact and supply chain integrity will continue to be included into our long-term incentive plan.

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United’s Approach to Environmental, Social and Governance

We continued to receive recognition for our corporate responsibility leadership by the following third-party organizations:

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The World’s Best Companies 2023: United was named to TIME’s inaugural list of World’s Best Companies, which features a comprehensive analysis conducted to identify the top performing companies across the globe. The study was based on three primary dimensions: Employee Satisfaction, Revenue Growth, and Sustainability.

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2023 Travel & Leisure Global Vision Awards: Aim to identify and honor companies, individuals, destinations, and organizations taking strides to develop more sustainable and responsible travel products, practices, and experiences.

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Best Places to Work for Disability Inclusion 2023: For the eighth year in a row, United earned the top score of a 100 on the Disability Equality Index (DEI)®, a comprehensive benchmarking tool that helps companies build a roadmap of measurable, tangible actions that they can take to achieve disability inclusion and equality. By achieving a top score, United also earned the “Best Place to Work for Disability Inclusion” recognition.

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Carbon Disclosure Project: Publicly disclosed greenhouse gas emissions and climate-related risk to CDP since 2007 and in 2023, we received the highest CDP score of any U.S. airline carrier.

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Fast Company’s List of Most Innovative Companies 2024: United was listed No. 2 on Fast Company’s List of Most Innovative Corporate Social Responsibility Companies. We earned the impressive recognition for our commitment to investing in the future of fuel, specifically thanks to our Sustainable Flight Fund, a first-of-its-kind investment fund designed to support startups innovating to decarbonize air travel.

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2023 Environment and Energy Leader Awards: The eleventh annual awards recognize top products and projects implemented by organizations that have improved environmental or energy management outcomes.

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2023 Airports Going Green Awards, Outstanding Airline Program: Recognizes the projects, programs, and individuals who have demonstrated leadership in sustainability within the aviation industry.

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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 15. 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. Brewer, Ms. Freyre, Mr. Friend, Mr. Harford, Ms. Hooper, Mr. Isaacson, Mr. Kirby, Mr. Philip, Mr. Shapiro, Ms. Ward and Mr. Whitehurst) for election by the holders of shares of our Common Stock as directors of the Company at the Annual Meeting. If all of the nominees are elected at the Annual Meeting, the size of the Board will be reduced to 13. Proxies cannot be voted for a greater number of persons than the number of nominees named. 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”). The ALPA has nominated and intends to reelect Captain Anne Worster as the ALPA director 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.

Other than Ms. Brewer, who was appointed to the Board effective February 28, 2024, and Ms. Freyre, who was appointed to the Board effective April 1, 2024, to serve until the 2024 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 2023 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. In accordance with our Corporate Governance Guidelines, 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.

As previously disclosed, Captain Garth Thompson resigned from the Board on February 27, 2024 in connection with the conclusion of his term as the master chair of the ALPA-MEC and the ALPA subsequently appointed Captain Anne Worster to fill the ALPA director vacancy resulting from Captain Thompson’s departure. We thank Captain Thompson for his Board service and contributions to the Company.

Additionally, Ms. Carolyn Corvi, on March 28, 2024, and Mr. James A. C. Kennedy, on March 29, 2024, notified the Company of their respective decisions not to stand for reelection to the Board. We thank Ms. Corvi and Mr. Kennedy for their Board service and 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.

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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 will have no effect on the election of directors.

2024 Proxy Statement    Graphic

17

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 align with both 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 (including in positions with a high degree of responsibility and in emerging governance, industry and market trending areas impacting the Company (such as ESG, cybersecurity, and safety issues)), attributes, balance of professional skills and a diversity of perspectives that, taken together, are relevant and beneficial in fulfilling the Board’s oversight of the Company’s business and strategy on behalf of the Company’s stockholders and other stakeholders and in strengthening and supporting senior management. The Nominating/Governance Committee and the Board also believe that each director nominee has the integrity and sound business judgment to act in what the nominee 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.

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Item 1 - Election of Directors

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.

Director Nominee Skills and Experience

Brewer

Freyre

Friend

Harford

Hooper

Isaacson

Johnsen

Kirby

Philip

Shapiro

Worster

Ward

Whitehurst

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ACTIVE OR FORMER C-SUITE EXECUTIVE: Service in senior leadership positions, including past CEO experience or other senior executive positions

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AIR, TRAVEL & TRANSPORTATION: Experience as a business leader, regulator or consultant in the industry

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CURRENT OR FORMER FORTUNE 500 BOARD: Current or past service on the boards of other publicly traded Fortune 500 companies listed on U.S. exchanges

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FINANCE/ACCOUNTING/CAPITAL ALLOCATION: Experience in evaluating financial statements or overseeing capital structure and financial strategy

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GLOBAL OPERATIONS: Leadership at a global company or experience overseeing international corporate strategy, operations or development

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HUMAN CAPITAL MANAGEMENT/UNION RELATIONS: Experience in human capital management, human resources, talent acquisition and management or labor relations and unions

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RETAIL / BRAND MANAGEMENT: Experience in consumer marketing, sales or brand management

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RISK MANAGEMENT: Experience in risk management and oversight, including risk assessment, identification and mitigation

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TECHNOLOGY/CYBERSECURITY: Experience in e-commerce, cybersecurity, data analytics or information technology

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Table of Contents

Item 1 - Election of Directors

Board Diversity

In furtherance of effective governance and risk oversight, the Board is committed to nomination and Board refreshment practices designed to garner a diversity of thought, represented by a diversity of backgrounds and experiences, among the members of the Board. Specifically, the Company’s Corporate Governance Guidelines and the charter of the Nominating/Governance Committee 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 March 25, 2024. Each of the categories listed in the table below has the meaning as it is used in Nasdaq Rule 5605(f).

Director Nominee Skills and Experience

Brewer

Freyre

Friend

Harford

Hooper

Isaacson

Johnsen

Kirby

Philip

Shapiro

Ward

Whitehurst

Worster

Race/Ethnicity

African American or Black

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Hispanic or Latino

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White or Caucasian

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Gender

Female

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Male

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Table of Contents

Item 1 - Election of Directors

Director Refreshment

Our Board represents an intentional mix of long-tenured directors and new perspectives, insights, expertise, and experiences. The average tenure of our director nominees is 5.31 years, with seven of our current directors having joined our Board since 2019.

The Board uses refreshment processes to enable it to evaluate the continued alignment of the Board’s membership with the needs of United. The Board’s refreshment processes involve periodically reviewing and assessing director skills, as reflected in our director skills matrix and evaluating the experience required for membership accordingly. The Board also enables periodic refreshment through its retirement policy contained in the Corporate Governance Guidelines which provides that no director may be nominated to a new term if he or she would be 75 years of age or older at the time of the election.

53.85%

53.85% of our director nominees were first elected or appointed to our board in the past five years.

55.29
years old

The average age of our director nominees that were first elected or appointed to our board in the past five years is 55.29 years old.

57.14%

57.14% of our director nominees first elected or appointed to our board in the past five years are women or from diverse racial/ethnic backgrounds.

2020

  

  

2021

  

  

2024

  

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J. Scott Kirby

Laysha Ward

Richard Johnsen

Matthew Friend

Captain Anne Worster

Rosalind Brewer

Michelle Freyre

Active or
former C-Suite
Executive, air,
travel &
transportation,
as well as global
operations and
retail/brand
management
expertise.

Active or
former C-Suite
Executive and
current or
former Fortune
500 Board
member, as well
as human capital
management/
union relations
and retail/brand
management
expertise.

Air, travel, and
transportation
and human
capital
management/
union relations
expertise.

Active or
former C-Suite
Executive,
as well as global
operations,
retail/brand
management,
and risk
management
expertise.

Air, travel, and
transportation
and human
capital
management/
union relations
expertise.

Active or
former C-Suite
Executive and
current or
former Fortune
500 Board
member,
as well as
financial/
accounting/
capital allocation,
retail/brand
management,
and
technology/
cybersecurity
expertise.

Active or
former C-Suite
Executive, as well
as global
operations and
retail/brand
management
expertise.

2024 Proxy Statement    Graphic

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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, qualifications and skills that led the Board to conclude that each nominee should serve as a director. The biographical information presented below is based on voluntary self-identification by each nominee.

The ages indicated are as of the date of the 2024 Annual Meeting and the other information is as of the date of this Proxy Statement.

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.

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Item 1 - Election of Directors

ROSALIND BREWER-Independent Director

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EXPERIENCE

Walgreens Boots Alliance, Inc. (retail pharmacy and health care company)

Special Advisor (2023-present)

Chief Executive Officer (2021-2023)

Starbucks Corporation (beverage retailing company)

Group President and Chief Operating Officer (2017-2021)

Sams Club (membership-only retail warehouse club)

President and Chief Executive Officer (2012-2017)

Walmart Inc. (retail company)

Multiple roles (2006-2012), including Senior Vice President, Operations (2007-2008)

OTHER PUBLIC COMPANY DIRECTORSHIPS

None

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

Walgreens Boots Alliance, Inc.

(2021-2023)

Amazon.com, Inc.

(2019-2021)

Starbucks Corporation

(2019-2021)

Lockheed Martin Corporation

(2011-2019)

EDUCATION

Spelman College, BS, Chemistry

Director Since: 2024

Age: 61

Committees:

Compensation

Finance

Skills and Qualifications:

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Active or Former C-Suite Executive: Ms. Brewer has extensive executive leadership experience through her positions as Chief Executive Officer of Walgreens Boots Alliance, Inc. (“Walgreens”), Group President and Chief Operating Officer at Starbucks Corporation and President and Chief Executive Officer of Sam’s Club.

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Current or Former Fortune 500 Board: Ms. Brewer brings the benefit of her previous public company board experience, having served on the boards of directors of Walgreens, Amazon.com, Inc., Starbucks Corporation and Lockheed Martin Corporation.

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Finance / Accounting / Capital Allocation: Through her extensive senior executive experience, including as chief executive officer and chief operating officer of various companies, Ms. Brewer has gained a broad base of knowledge regarding financial statements and financial strategy.

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Global Operations: Ms. Brewer has senior executive experience as well as experience being a board member of various large companies with global operations.

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Retail / Brand Management: Having experience at Walgreens, Starbucks Corporation, Sam’s Club and Walmart, Inc., Ms. Brewer has a wide base of experience with consumer facing brands.

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Technology / Cybersecurity: During her time as Chief Executive Officer of Walgreens, Group President and Chief Operating Officer of Starbucks Corporation and President and Chief Executive Officer of Sams Club, Ms. Brewer developed a successful track record of implementing large digital transformations and fostering innovation among leadership with regards to new technologies.

2024 Proxy Statement    Graphic

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Table of Contents

Item 1 - Election of Directors

MICHELLE FREYRE-Independent Director

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EXPERIENCE

The Estée Lauder Companies Inc. (cosmetics company)

Global Brand President, Clinique and Origins (2022-present)

Global Brand President, Clinique (2021-2022)

Senior Vice President, Global General Manager (2020-2021)

Johnson & Johnson (healthcare products company)

President, U.S. Beauty, Consumer Division (2016-2019)

General Manager, Neutrogena Corp. (2013-2016)

Multiple roles (1999-2013), including National Sales Director of U.S. Skincare Brands (2011-2013)

PepsiCo (food and beverage company)

Associate Brand Manager (1998-1999)

Assistant Brand Manager (1997-1998)

OTHER PUBLIC COMPANY DIRECTORSHIPS

None

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

None

EDUCATION

Harvard Business School, Master of Business Administration

Yale University, BA, Economics

Director Since: 2024

Age: 53

Committees:

Finance

Public Responsibility

Skills and Qualifications:

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Active or Former C-Suite Executive: Ms. Freyre has extensive senior leadership experience through her position as Global Brand President, Clinique and Origins, at The Estée Lauder Companies (“Estée Lauder”), where she is responsible for guiding the brand’s overall strategic vision, including innovation, product development, marketing, and all facets of consumer engagement, as well as through her past experience in various leadership roles within the Consumer Health Products division of Johnson & Johnson, where she most recently served as President of U.S. Beauty.

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Global Operations: Ms. Freyre has experience as a senior executive of Estée Lauder and Johnson & Johnson, both of which are large companies with a multinational presence.

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Retail / Brand Management: Ms. Freyre brings extensive brand management, product development and marketing expertise as Global Brand President, Clinique and Origins, of Estée Lauder, as well as through her experience as President of U.S. Beauty at Johnson & Johnson.

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Table of Contents

Item 1 - Election of Directors

MATTHEW FRIEND-Independent Director

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EXPERIENCE

NIKE, Inc. (apparel company)

Executive Vice President and Chief Financial Officer (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)

Multiple roles (2009-2016), including Vice President & CFO, Emerging Markets (2011-2014)

Goldman Sachs (financial institution)

Senior Vice President, Technology, Media & Telecom Group (2005-2009)

Morgan Stanley (financial institution)

Associate (2002-2005)

Analyst (2000-2002)

OTHER PUBLIC COMPANY DIRECTORSHIPS

None

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

None

EDUCATION

University of California, Berkeley, BS, Business Administration

Director Since: 2021

Age: 46

Committees:

Audit

Compensation

Skills and Qualifications:

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Active or Former C-Suite Executive: Mr. Friend has senior leadership experience through his position as Chief Financial Officer of NIKE, Inc. (“NIKE”) and as a member of NIKE’s leadership team, including serving as an executive sponsor of the Women of Nike employee group.

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Finance / Accounting / Capital Allocation: Mr. Friend brings experience in corporate strategy and development as well as a decade of experience in investment banking and mergers and acquisitions.

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Global Operations: During his time as an executive officer at NIKE, Mr. Friend gained global operations experience, including in the Asia Pacific region, China, Latin America and Europe.

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Retail / Brand Management: Mr. Friend brings extensive management and direct-to-customer business expertise to the Board as Executive Vice President and Chief Financial Officer of NIKE.

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Risk Management: Mr. Friend brings expertise in identifying, managing and mitigating key strategic and operational risks through his experience as Chief Financial Officer of NIKE.

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Technology / Cybersecurity: As Chief Financial Officer, Mr. Friend manages NIKEs technology risks, including operational resilience, privacy and data protection and cybersecurity.

2024 Proxy Statement    Graphic

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Table of Contents

Item 1 - Election of Directors

BARNEY HARFORD-Independent Director

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EXPERIENCE

Uber Technologies (ridesharing and local services company)

Chief Operating Officer (2018-2019)

Orbitz Worldwide, Inc. (online travel company)

Chief Executive Officer (2009-2015)

Expedia, Inc. (online travel company)

Multiple roles (1999-2006), including President of Expedia Asia Pacific (2004-2006)

OTHER PUBLIC COMPANY DIRECTORSHIPS

None

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

None

EDUCATION

INSEAD, Master of Business Administration

University of Cambridge, BA, MA, Natural Sciences

Director Since: 2016

Age: 52

Committees:

Audit

Finance

Public Responsibility

Skills and Qualifications:

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Active or Former C-Suite Executive: Mr. Harford has served in various senior positions at Orbitz, Expedia and Uber.

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Air / Travel / Transportation: Mr. Harford brings travel industry and ecommerce insight having served as Chief Executive Officer of Orbitz Worldwide, Inc.

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Global Operations: Mr. Harford provides experience with international markets, in particular the Asia Pacific region, having led Expedia’s entry into China, Australia and Japan.

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Retail / Brand Management: Having experience at Orbitz, Expedia and Uber, Mr. Harford has a wide base of experience with consumer facing brands.

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Risk Management: Mr. Harford has extensive prior experience and leadership in risk management, including as Chief Executive Officer of Orbitz and Chief Operating Officer of Uber as well as through his past service on other boards with complex risk management profiles.

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Technology / Cybersecurity: During his time at Orbitz, Mr. Harford developed a successful track record deploying large technology teams.

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Table of Contents

Item 1 - Election of Directors

MICHELE J. HOOPER-Independent Director

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EXPERIENCE

The Directors Council (consulting firm)

President and Chief Executive Officer (2013-present)

Voyager Expanded Learning (provider of educational training services)

President and Chief Executive Officer (1999-2000)

Stadtlander Drug Company (pharmaceutical company)

President and Chief Executive Officer (1998-1999)

OTHER PUBLIC COMPANY DIRECTORSHIPS

UnitedHealth Group, Inc.

(2007-present)

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

PPG Industries, Inc.

(1997-2020)

EDUCATION

University of Chicago, Master of Business Administration

University of Pennsylvania, BS, Economics

Director Since: 2018

Age: 72

Committees:

Audit (Chair)

Executive

Nominating/Governance

Skills and Qualifications:

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Active or Former C-Suite Executive: As President and Chief Executive Officer of The Directors Council, a consulting firm that works with corporate boards to increase their independence, effectiveness and diversity, she has consulted with major companies to enhance the effectiveness of their corporate governance.

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Current or Former Fortune 500 Board: Ms. Hooper has been a director of Target Corporation, Warner Music Group Corporation and PPG Industries, Inc. and she is currently a director at UnitedHealth Group, Inc.

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Finance / Accounting / Capital Allocation: Through her extensive experience as a chief executive officer of various companies, Ms. Hooper has gained a broad base of knowledge regarding financial statements and financial strategy.

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Global Operations: Ms. Hooper has experience as a board member of large companies with global operations.

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Retail / Brand Management: During her time at Target Corporation and Warner Music Group Corporation, Ms. Hooper gained experience with consumer facing businesses.

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Risk Management: Ms. Hooper has significant public company audit committee experience, with over 20 years of experience chairing audit committees at PPG Industries, Inc., AstraZeneca PLC, Warner Music Group Corporation and Target Corporation. Ms. Hooper’s corporate governance and accounting experience, along with her experience as a senior executive at a range of companies, provides the Board with a unique set of skills that enhances the Board’s leadership, risk management and oversight capabilities.

2024 Proxy Statement    Graphic

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Table of Contents

Item 1 - Election of Directors

WALTER ISAACSON-Independent Director

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EXPERIENCE

Perella Weinberg Partners (financial services firm)

Advisory Partner (2017-present)

The Aspen Institute (international education and leadership institute)

President and Chief Executive Officer (2003-2018)

CNN (media company)

Chairman and Chief Executive Officer (2001-2003)

OTHER PUBLIC COMPANY DIRECTORSHIPS

None

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

None

EDUCATION

University of Oxford, Pembroke College, BA, Philosophy, Politics and Economics

Harvard University, AB, History and Literature

Director Since: 2006

Age: 72

Committees:

Public Responsibility (Chair)

Executive

Nominating/Governance

Skills and Qualifications:

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Active or Former C-Suite Executive: Mr. Isaacson has extensive senior leadership experience from his time as the chairman of CNN, the editor of TIME magazine, the Chief Executive Officer of The Aspen Institute (where he is now a Distinguished Fellow), an Advisory Partner at Perella Weinberg Partners, the chair emeritus of Teach for America and the chairman of the Broadcasting Board of Governors.

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Current or Former Fortune 500 Board: Mr. Isaacson is the previous Chairman of the board of directors of CNN.

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Global Operations: Mr. Isaacson has experience as a former executive officer at large companies with a multinational presence.

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Table of Contents

Item 1 - Election of Directors

J. SCOTT KIRBY-Chief Executive Officer and Director

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EXPERIENCE

United Airlines Holdings, Inc.

Chief Executive Officer (May 2020-present)

President (August 2016-May 2020)

American Airlines Group and American
Airlines, Inc. (airline company)

President (2013-August 2016)

US Airways (airline company)

President (2006-2013)

OTHER PUBLIC COMPANY DIRECTORSHIPS

CVS Health Corporation

(2023-present)

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

None

EDUCATION

The George Washington University, MS, Operations Research

United States Air Force Academy, BS, Computer Science and Operations Research

Director Since: 2020

Age: 56

Committees:

Executive

Finance

Skills and Qualifications:

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Active or Former C-Suite Executive: As our Chief Executive Officer, Mr. Kirby is responsible for the Companys business and ongoing operations and managements efforts to implement the strategic priorities identified by the Board.

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Air / Travel / Transportation: Through his time at US Airways, American Airlines and now with the Company, Mr. Kirby has extensive and valuable experience in the airline industry.

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Current or Former Fortune 500 Board: Mr. Kirby currently serves on the board of directors of CVS Health Corporation.

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Finance / Accounting / Capital Allocation: Mr. Kirby brings to the Board valuable expertise based on his development and implementation of the Company’s strategic growth plans, including its financial strategies, in connection with his role as Chief Executive Officer and President of the Company.

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Global Operations: Mr. Kirby has key expertise in the Companys domestic and international operations.

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Retail / Brand Management: Mr. Kirby brings valuable expertise to the Board from his experience with marketing, sales, alliances and network planning at the Company.

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Table of Contents

Item 1 - Election of Directors

EDWARD M. PHILIP-Chairman of the Board and Independent Director

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EXPERIENCE

Partners in Health (non-profit healthcare organization)

Chief Operating Officer (2013-2017)

Highland Consumer Fund (private equity company)

Special Partner (2013-2017)

Co-Founder and Managing General Partner (2006-2013)

Decision Matrix Group (research and consulting firm)

President and Chief Executive Officer (2004-2005)

Lycos, Inc. (internet search company)

President, Chief Operating Officer and Chief Financial Officer (1996-2000)

The Walt Disney Company (entertainment company)

Vice President of Finance (1991-1995)

OTHER PUBLIC COMPANY DIRECTORSHIPS

BRP Inc.

(2005-present)

Blade Air Mobility, Inc.

(2019-present)

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

Hasbro, Inc.

(2002-2023)

EDUCATION

Harvard Business School, Master of Business Administration

Vanderbilt University, BS, Math and Economics

Director Since: 2016

Age: 59

Committees:

Executive (Chair)

Nominating/
Governance (Chair)

Audit

Skills and Qualifications:

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Active or Former C-Suite Executive: Mr. Philip has served in multiple senior executive and director roles at large multinational companies.

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Current or Former Fortune 500 Board: Mr. Philip was a director of Hasbro, Inc. and currently serves on the board of directors of BRP Inc.

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Finance / Accounting / Capital Allocation: Mr. Philip brings to the board valuable experience in financial strategies from his time as Chief Financial Officer at Lycos, Inc. and Vice President of Finance at The Walt Disney Company.

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Global Operations: Mr. Philip has served as an executive officer at large companies with world-wide operations.

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Retail / Brand Management: Through his time at Hasbro, Inc. and The Walt Disney Company, Mr. Philip has gained expertise in brand management and consumer facing products.

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Risk Management: Mr. Philip brings expertise in identifying, managing and mitigating key strategic and operational risks through his experience as President, Chief Operating Officer and Chief Financial Officer at Lycos, Inc. as well as through his experience as Vice President of Finance for The Walt Disney Company.

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Technology / Cybersecurity: Mr. Philip brings to the Board nearly three decades of leadership across the technology sector, including in senior positions at Lycos, Inc.

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Table of Contents

Item 1 - Election of Directors

EDWARD L. SHAPIRO-Independent Director

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EXPERIENCE

PAR Capital Management, Inc. (investment management firm)

Managing Partner (1999-2016)

Portfolio Manager (1997-2016)

OTHER PUBLIC COMPANY DIRECTORSHIPS

None

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

Global Eagle Entertainment, Inc.

(2013-2019)

EDUCATION

University of California, Los Angeles, Master of Business Administration

University of Pennsylvania, BS, Economics

Director Since: 2016

Age: 59

Committees:

Finance

Nominating/Governance

Public Responsibility

Skills and Qualifications:

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Air / Travel / Transportation: Mr. Shapiro has been an active investor in the airline industry for more than 25 years and previously served as a director on the boards of directors of Global Eagle Entertainment, Inc., which offers satellite-based in-flight connectivity solutions with embedded entertainment services, as well as US Airways prior to its merger with American Airlines.

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Current or Former Fortune 500 Board: Mr. Shapiro served on the board of directors of US Airways.

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Finance / Accounting / Capital Allocation: Mr. Shapiro brings to the Board financial expertise and an investor’s perspective, having served in various capacities at PAR Capital Management, Inc. (“PAR Capital”) from 1997 to 2016.

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Risk Management: Mr. Shapiro also brings valuable risk management expertise based on his experience in portfolio management at PAR Capital.

2024 Proxy Statement    Graphic

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Table of Contents

Item 1 - Election of Directors

LAYSHA WARD-Independent Director

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EXPERIENCE

Target Corporation (retail corporation)

Strategic Advisor (2023-2024)

Executive Vice President, Chief External Engagement Officer (2017-2023)

Executive Vice President, Chief Corporate Social Responsibility Officer (2015-2017)

President, Community Relations and Target Foundation (2008-2015)

OTHER PUBLIC COMPANY DIRECTORSHIPS

Dennys Corporation

(2010-present)

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

None

EDUCATION

University of Chicago, MA, Social Services Administration

Indiana University Bloomington, BS, Journalism

Director Since: 2021

Age: 56

Committees:

Nominating/Governance

Public Responsibility

Skills and Qualifications:

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Active or Former C-Suite Executive: Ms. Ward has served in various senior leadership positions at Target Corporation over the past 15 years.

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Current or Former Fortune 500 Board: Ms. Ward serves on the board of directors of Denny’s Corporation.

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Human Capital Management / Union Relations: Ms. Ward has a demonstrated ability to navigate rapid change, solve problems and collaborate with cross-sector stakeholders to achieve organizational and community goals and objectives through her experience as the Chief External Engagement Officer of Target Corporation.

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Retail / Brand Management: Ms. Ward has extensive experience with brand management gained from her time in various positions at Target Corporation.

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Table of Contents

Item 1 - Election of Directors

JAMES M. WHITEHURST-Independent Director

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EXPERIENCE

Unity Software Inc. (software development company)

Chief Executive Officer (October 2023-Present)

International Business Machines Corporation (technology company)

Senior Advisor (July 2021-May 2022)

President (April 2020-July 2021)

Senior Vice President (2019-April 2020)

Red Hat, Inc. (provider of open source enterprise IT products and services)

President and Chief Executive Officer (2008-2019)

Delta Air Lines, Inc. (airline company)

Chief Operating Officer (2005-2007)

Chief Network and Planning Officer (2004-2005)

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

OTHER PUBLIC COMPANY DIRECTORSHIPS

Unity Software Inc.

(2023-present)

Amplitude, Inc.

(2021-present)

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

Software AG

(2023-2024)

Red Hat, Inc.

(2008-2019)

SecureWorks Corp.

(2016-2019)

EDUCATION

Harvard Business School, Master of Business Administration

Rice University, BS, Computer Science and Economics

Director Since: 2016

Age: 56

Committees:

Compensation (Chair)

Executive

Nominating/Governance

Skills and Qualifications:

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Active or Former C-Suite Executive: Mr. Whitehurst brings executive management experience to the Board having served in various senior officer roles.

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Air / Travel / Transportation: Mr. Whitehurst gained extensive experience with the airline industry through his time at Delta Air Lines, Inc.

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Current or Former Fortune 500 Board: Mr. Whitehurst currently serves on the board of directors of Unity Software Inc.

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Finance / Accounting / Capital Allocation: Mr. Whitehurst brings to the Board significant experience in financial and capital strategy having served in various operational roles throughout his career.

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Global Operations: Mr. Whitehurst spent six years at Delta, where he managed airline operations and drove significant international expansion during his tenure.

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Technology / Cybersecurity: Mr. Whitehurst also has experience in data analytics and information technology from his time at Unity Software Inc., International Business Machines Corporation and Red Hat, Inc.

2024 Proxy Statement    Graphic

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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 or her first election as noted herein.

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

The ALPA has nominated and intends to reelect Captain Anne Worster as the ALPA director at the Annual Meeting. She became the ALPA director on February 27, 2024. Captain Worster is a current employee of the Company, serving as the representative of the ALPA to the Board. Captain Worster 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 and charitable contribution benefits, see “Director Compensation.”

CAPTAIN ANNE WORSTER -ALPA Director

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EXPERIENCE

ALPA

Chair of the ALPA United Airlines Master
Executive Council (March 2024-present)

C-11 Local Executive Council

Chair and Captain Representative (2024-present)

Vice-Chair and First Officer Representative (2021-2024)

C-34 Local Executive Council

Safety Committee Representative for Boeing 747-400 (1999-2001)

Legislative Committee Chair (1996-1999)

United Airlines, Inc.

Pilot (1995-present)

OTHER PUBLIC COMPANY DIRECTORSHIPS

None

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

None

EDUCATION

Texas Christian University, Master of Arts, Liberal Arts

United States Air Force Academy, BS, International Relations

Director Since: 2024

Age: 60

Committees:

Public Responsibility

Skills and Qualifications:

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Air / Travel / Transportation: Captain Worster serves as a pilot of Boeing 777 aircraft.

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Human Capital Management / Union Relations: Captain Worster serves as the Chairperson of the ALPA Master Executive Council, a position she has held since March 2024.

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Table of Contents

Item 1 - Election of Directors

The 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 and charitable contribution benefits, see “Director Compensation.”

RICHARD JOHNSEN-IAM Director

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EXPERIENCE

IAM

General Vice President of the Air Transport Territory (May 2022-Present)

Special Assistant to the International President (June 2021-April 2022)

Chief of Staff to the International President (February 2021-May 2021)

IAM Representatives Association President (2017-2021)

IAM Transportation Department Grand Lodge Special Representative (2001-2017)

Assistant General Chairperson (district 141 M) (2000-2001)

OTHER PUBLIC COMPANY DIRECTORSHIPS

None

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN THE PAST FIVE YEARS

None

EDUCATION

University of Maryland, BS, Management Information Systems

Director Since: 2021

Age: 55

Committees:

Public Responsibility