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Share-based Compensation
 12 Months Ended
Dec. 31, 2024
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.
Share-based compensation expense for our equity awards, including awards settled in AAG common stock or cash, was $130 million, $102 million and $78 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in salaries, wages and benefits on our consolidated statements of operations.
During 2024, 2023 and 2022, we withheld approximately 1.6 million, 1.5 million and 1.2 million shares of AAG common stock, respectively, and paid approximately $27 million, $23 million and $21 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. Stock-settled RSUs are equity-classified as the vesting results in the issuance of shares of AAG common stock. Cash-settled restricted stock unit awards (CRSUs) are liability-classified as the vesting results in payment of cash by AAG.
Stock-settled RSU award activity for all plans for the years ended December 31, 2024, 2023 and 2022 is as follows:
Number of SharesWeighted Average Grant Date Fair Value
 (In thousands) 
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 
Granted2,580 15.76 
Modified (1)
(2,809)16.18 
Vested and released(4,833)15.91 
Forfeited(827)15.83 
Outstanding at December 31, 20248,346 $15.59 
(1)The settlement terms of 2.8 million stock-settled RSUs were modified from settlement in AAG common stock to settlement in cash. This change in award settlement method was the only modification to these awards, and the vesting, forfeiture and all other terms and conditions were unchanged. The modification resulted in a $20 million reclassification from additional paid-in capital to accrued salaries and wages on our consolidated balance sheet.
As of December 31, 2024, there was $46 million of unrecognized compensation cost related to stock-settled RSUs. These costs are expected to be recognized over a weighted average period of one year. The total fair value of stock-settled RSUs vested during the years ended December 31, 2024, 2023 and 2022 was $69 million, $78 million and $70 million, respectively.
CRSU award activity for all plans for the year ended December 31, 2024 is as follows:
Number of SharesWeighted Average
Fair Value
(In thousands)
Outstanding at December 31, 202337 $13.74 
Granted5,634 17.43 
Modified (1)
2,809 16.18 
Vested and released(1,337)14.75 
Forfeited(136)17.42 
Outstanding at December 31, 20247,007 $17.43 
(1)The settlement terms of 2.8 million stock-settled RSUs were modified from settlement in AAG common stock to settlement in cash. See table above for further discussion.
As of December 31, 2024, the liability related to CRSUs was $39 million, which will continue to be remeasured at fair value at each reporting date until all awards are vested. As of December 31, 2024, there was $83 million of unrecognized compensation cost related to CRSUs. These costs are expected to be recognized over a weighted average period of one year. The total cash paid for CRSUs vested during the year ended December 31, 2024 was $18 million.
For the years ended December 31, 2023 and 2022, CRSU award activity was nominal.
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.
Share-based compensation expense for American’s equity awards, including awards settled in AAG common stock or cash, was $124 million, $97 million and $75 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included in salaries, wages and benefits on its consolidated statements of operations.
During 2024, 2023 and 2022, AAG withheld approximately 1.6 million, 1.5 million and 1.2 million shares of AAG common stock, respectively, and paid approximately $27 million, $23 million and $21 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. Stock-settled RSUs are equity-classified as the vesting results in the issuance of shares of AAG common stock. Cash-settled restricted stock unit awards (CRSUs) are liability-classified as the vesting results in payment of cash by AAG.
Stock-settled RSU award activity for all plans for the years ended December 31, 2024, 2023 and 2022 is as follows:
Number of SharesWeighted Average Grant Date Fair Value
 (In thousands) 
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 
Granted2,580 15.76 
Modified (1)
(2,809)16.18 
Vested and released(4,833)15.91 
Forfeited(827)15.83 
Outstanding at December 31, 20248,346 $15.59 
(1)The settlement terms of 2.8 million stock-settled RSUs were modified from settlement in AAG common stock to settlement in cash. This change in award settlement method was the only modification to these awards, and the vesting, forfeiture and all other terms and conditions were unchanged. The modification resulted in a $20 million reclassification from additional paid-in capital to accrued salaries and wages on American’s consolidated balance sheet.
As of December 31, 2024, there was $44 million of unrecognized compensation cost related to stock-settled RSUs. These costs are expected to be recognized over a weighted average period of one year. The total fair value of stock-settled RSUs vested during the years ended December 31, 2024, 2023 and 2022 was $69 million, $78 million and $70 million, respectively.
CRSU award activity for all plans for the year ended December 31, 2024 is as follows:
Number of SharesWeighted Average
Fair Value
(In thousands)
Outstanding at December 31, 202337 $13.74 
Granted5,634 17.43 
Modified (1)
2,809 16.18 
Vested and released(1,337)14.75 
Forfeited(136)17.42 
Outstanding at December 31, 20247,007 $17.43 
(1)The settlement terms of 2.8 million stock-settled RSUs were modified from settlement in AAG common stock to settlement in cash. See table above for further discussion.
As of December 31, 2024, the liability related to CRSUs was $39 million, which will continue to be remeasured at fair value at each reporting date until all awards are vested. As of December 31, 2024, there was $77 million of unrecognized compensation cost related to CRSUs. These costs are expected to be recognized over a weighted average period of one year. The total cash paid for CRSUs vested during the year ended December 31, 2024 was $18 million.
For the years ended December 31, 2023 and 2022, CRSU award activity was nominal.