AAL 2019 Proxy Statement

DIRECTOR COMPENSATION The table below provides information regarding compensation we paid to our non-employee directors in 2018. The compensation elements are described in the narrative following the table. Doug Parker, our Chairman and Chief Executive Officer, is not included in the table because he is an employee and receives no compensation for his service as Chairman or as a member of the Board of Directors.

Fees Earned or Paid in Cash ($) (a)

Stock Awards ($) (b) 150,000 150,000 150,000 150,000 150,000 150,000 150,000 150,000 150,000 150,000 150,000

All Other Compensation ($) (c)

Total ($)

Name

Jim Albaugh Jeff Benjamin John Cahill Mike Embler

130,000 130,000 160,000 140,000 140,000 130,000 125,000 130,000 130,000 140,000 135,000

11,518 40,350 37,890 12,444 26,914 17,838 48,164 28,886 41,028 21,752 21,250 201,401

291,518 320,350 347,890 302,444 316,914 297,838 323,164 308,886 321,028 311,752 306,250 268,901

Matt Hart

Alberto Ibargüen Rich Kraemer Sue Kronick Marty Nesbitt Denise O’Leary Ray Robinson Rick Schifter (d)

67,500

-

(a) The amounts represent the aggregate dollar amount of all fees the directors earned or were paid in 2018 for service as a director, including annual retainer, committee, chair, meeting and lead independent director fees. (b) The amounts represent the aggregate grant date fair value, as calculated in accordance with ASC Topic 718, of 3,494 RSUs granted to each director on June 13, 2018, which will vest fully on June 12, 2019, subject to the continued service of the director through the vesting date. As of December 31, 2018, each of our non-employee directors (other than Mr. Schifter, who did not stand for re-election at our 2018 annual meeting of stockholders) held 3,494 RSUs and no other outstanding equity awards. (c) The amounts include (i) the value of flight privileges received in 2018, (ii) tax reimbursements that we paid to our directors in 2019 for flight privileges provided to them in 2018, and (iii) the value of lifetime flight privileges available to Mr. Schifter upon his retirement from board service. Amounts also include the portion of the premiums paid by us on behalf of Messrs. Hart, Kraemer and Schifter and Ms. O’Leary for a life insurance policy under the America West Directors’ Charitable Contribution Program, which is described more fully below in the section entitled “Legacy Director Compensation Programs.”

Tax Gross-Up on Flight Privileges ($)

Flight Privileges ($)

Insurance Premiums ($)

Lifetime Flight Privileges ($)

Name

Jim Albaugh Jeff Benjamin John Cahill Mike Embler

5,759

5,759

- - - - - - - - - - -

- - - -

20,175 18,945

20,175 18,945

6,222 7,426 8,919

6,222 7,426 8,919

Matt Hart

12,062

Alberto Ibargüen Rich Kraemer Sue Kronick Marty Nesbitt Denise O’Leary Ray Robinson

-

18,074 14,443 20,514

18,074 14,443 20,514

12,016

- -

8,893

8,893

3,966

10,625 10,242

10,625 10,242

-

Rick Schifter

168,901 (e)

12,016

(d) Mr. Schifter did not stand for re-election at our 2018 annual meeting of stockholders.

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2019 Proxy Statement |