AAL 2019 Proxy Statement

Compensation Committee

Primary Responsibilities •

Members in 2018: Denise O’Leary (Chair) Jim Albaugh Jeff Benjamin Alberto Ibargüen Richard Kraemer Meetings in 2018: 4

Review and approve the Company’s overall compensation strategy and policies, including performance goals for executive officers • Review the relationship between the Company’s compensation strategy and risk management policies; together with the Board, oversee succession planning • Evaluate the performance of the Company’s Chief Executive Officer and approve his compensation and other terms of employment • Evaluate the performance of and determine the compensation and other terms of employment of the other executive officers and other members of senior management • Administer the Company’s incentive and stock plans, including establishing guidelines, interpreting plan documents, selecting participants, approving grants and awards and making all other decisions regarding the operation of such plans • Review the Company’s workforce diversity and inclusion • Retain outside advisors; directly retains and oversees its independent compensation consultant Oversee all aspects of the Company’s corporate governance functions, including the procedures for compliance with significant applicable legal, ethical and regulatory requirements that impact corporate governance • Conduct an annual review of director independence and the performance of the Board of Directors, including the committees • Identify individuals qualified to become members of the Board of Directors and recommend director nominees • Review and assess the Governance Guidelines, which among other things, sets forth the responsibilities and authority of our Lead Independent Director, and recommend any changes deemed appropriate to the Board • Review and evaluate, with the Company’s management, the Company’s governance-related risks and risk management practices • Oversee the Company’s political contributions and lobbying activities; periodically review reports on the Company’s corporate and Political Action Committee political contributions • Oversee the Company’s environmental and social sustainability efforts • Review the compensation of the non-employee members of the Board of Directors and make recommendations regarding changes to the full Board

The Board of Directors has determined that each member is independent under NASDAQ rules and the Governance Guidelines and is a “non-employee director” as defined by Rule 16b-3 under the Exchange Act.

Corporate Governance and Nominating Committee

Primary Responsibilities •

Members in 2018: Ray Robinson (Chair) Jim Albaugh John Cahill Sue Kronick Denise O’Leary Meetings in 2018: 3

The Board of Directors has determined that each member is independent under NASDAQ rules and the Governance Guidelines.

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2019 Proxy Statement |