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Share-based Compensation
12 Months Ended
Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Share-based Compensation Share-based Compensation
In May 2023, the stockholders of AAG approved the 2023 Incentive Award Plan (the 2023 Plan). The 2023 Plan replaces and supersedes AAG’s 2013 Incentive Award Plan (the 2013 Plan). No further awards will be granted under the 2013 Plan; however, the terms and conditions of the 2013 Plan will continue to govern any outstanding awards granted thereunder. The 2023 Plan provides that an award may be in the form of a stock option, including an incentive stock option and nonqualified stock option, stock appreciation right, restricted stock, restricted stock unit, performance bonus award, performance stock unit, other stock or cash-based award and dividend equivalent to eligible individuals.
The 2023 Plan authorizes the grant of awards for the issuance of 17.2 million shares less any shares granted under the 2013 Plan after March 22, 2023, the date the Board of Directors of AAG approved the 2023 Plan. Any shares underlying awards granted under the 2023 Plan or 2013 Plan that are forfeited, terminate or are settled in cash (in whole or in part) without the delivery of shares will again be available for grant under the 2023 Plan.
For the years ended December 31, 2023, 2022 and 2021, we recorded $102 million, $78 million and $98 million, respectively, of share-based compensation costs principally in salaries, wages and benefits expense on our consolidated statements of operations.
During 2023, 2022 and 2021, we withheld approximately 1.5 million, 1.2 million and 1.0 million shares of AAG common stock, respectively, and paid approximately $23 million, $21 million and $18 million, respectively, in satisfaction of certain tax withholding obligations associated with employee equity awards.
Restricted Stock Unit Awards (RSUs)
We have granted RSUs with service conditions (time vested primarily over three years) and performance conditions. The grant-date fair value of these RSUs is equal to the market price of the underlying shares of AAG common stock on the date of grant. For time vested awards, the expense is recognized on a straight-line basis over the vesting period for the entire award. For awards with performance conditions, the expense is recognized based on the expected achievement at each reporting period. RSUs are classified as equity awards as the vesting results in the issuance of shares of AAG common stock.
RSU award activity for all plans for the years ended December 31, 2023, 2022 and 2021 is as follows:
Number of SharesWeighted Average Grant Date Fair Value
 (In thousands) 
Outstanding at December 31, 20207,882 $23.66 
Granted5,525 18.34 
Vested and released(3,314)25.58 
Forfeited(692)18.78 
Outstanding at December 31, 20219,401 $20.17 
Granted5,882 15.93 
Vested and released(4,131)21.04 
Forfeited(889)18.04 
Outstanding at December 31, 202210,263 $17.51 
Granted9,834 14.54 
Vested and released(5,161)17.81 
Forfeited(701)20.49 
Outstanding at December 31, 202314,235 $15.18 
As of December 31, 2023, there was $127 million of unrecognized compensation cost related to RSUs. These costs are expected to be recognized over a weighted average period of one year. The total fair value of RSUs vested during the years ended December 31, 2023, 2022 and 2021 was $78 million, $70 million and $62 million, respectively.
American Airlines, Inc.  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Share-based Compensation Share-based Compensation
In May 2023, the stockholders of AAG approved the 2023 Incentive Award Plan (the 2023 Plan). The 2023 Plan replaces and supersedes AAG’s 2013 Incentive Award Plan (the 2013 Plan). No further awards will be granted under the 2013 Plan; however, the terms and conditions of the 2013 Plan will continue to govern any outstanding awards granted thereunder. The 2023 Plan provides that an award may be in the form of a stock option, including an incentive stock option and nonqualified stock option, stock appreciation right, restricted stock, restricted stock unit, performance bonus award, performance stock unit, other stock or cash-based award and dividend equivalent to eligible individuals.
The 2023 Plan authorizes the grant of awards for the issuance of 17.2 million shares less any shares granted under the 2013 Plan after March 22, 2023, the date the Board of Directors of AAG approved the 2023 Plan. Any shares underlying awards granted under the 2023 Plan or 2013 Plan that are forfeited, terminate or are settled in cash (in whole or in part) without the delivery of shares will again be available for grant under the 2023 Plan.
For the years ended December 31, 2023, 2022 and 2021, American recorded $97 million, $75 million and $95 million, respectively, of share-based compensation costs principally in salaries, wages and benefits expense on its consolidated statements of operations.
During 2023, 2022 and 2021, AAG withheld approximately 1.5 million, 1.2 million and 1.0 million shares of AAG common stock, respectively, and paid approximately $23 million, $21 million and $18 million, respectively, in satisfaction of certain tax withholding obligations associated with employee equity awards.
Restricted Stock Unit Awards (RSUs)
AAG has granted RSUs with service conditions (time vested primarily over three years) and performance conditions. The grant-date fair value of these RSUs is equal to the market price of the underlying shares of AAG common stock on the date of grant. For time vested awards, the expense is recognized on a straight-line basis over the vesting period for the entire award. For awards with performance conditions, the expense is recognized based on the expected achievement at each reporting period. RSUs are classified as equity awards as the vesting results in the issuance of shares of AAG common stock.
RSU award activity for all plans for the years ended December 31, 2023, 2022 and 2021 is as follows:
Number of SharesWeighted Average Grant Date Fair Value
 (In thousands) 
Outstanding at December 31, 20207,882 $23.66 
Granted5,525 18.34 
Vested and released(3,314)25.58 
Forfeited(692)18.78 
Outstanding at December 31, 20219,401 $20.17 
Granted5,882 15.93 
Vested and released(4,131)21.04 
Forfeited(889)18.04 
Outstanding at December 31, 202210,263 $17.51 
Granted9,834 14.54 
Vested and released(5,161)17.81 
Forfeited(701)20.49 
Outstanding at December 31, 202314,235 $15.18 
As of December 31, 2023, there was $120 million of unrecognized compensation cost related to RSUs. These costs are expected to be recognized over a weighted average period of one year. The total fair value of RSUs vested during the years ended December 31, 2023, 2022 and 2021 was $78 million, $70 million and $62 million, respectively.