XML 58 R2.htm IDEA: XBRL DOCUMENT v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
In accordance with SEC rules, the table below sets forth additional information concerning the compensation of each individual who served as our Chief Executive Officer (“CEO”) and our other
(“non-CEO”)
named executive officers (“NEOs”) for each of the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020, and our financial and total stockholder return (“TSR”) performance for each such fiscal year. Mr. Isom has served as our CEO beginning March 2022 and Mr. Parker served as our CEO prior to that.
The
COVID-19
pandemic was the most challenging time in our industry’s history. It resulted in drastic disruptions in global demand for air travel and a severe decline in our business. Despite these challenges, we remained consistent in our approach and philosophy that our executive compensation programs provide both fair pay and
pay-for-performance
and align with the interests of stockholders. We achieved key objectives and strong financial performance in 2024, including:
 
 
•
  
Produced record full-year revenue of $54.2 billion, full-year net income of $846 million and, excluding special items, full-year net income of $1.4 billion
(1)
 
 
•
  
Generated $4 billion in full-year operating cash flow and record full-year free cash flow of $2.2 billion
(1)
 
 
•
  
Operated nearly 2.2 million flights with an average load factor of 84.9%
 
 
•
  
Delivered strong operational results, achieving our second-best completion factor since the merger of American and US Airways, on our largest-ever passenger volume
 
(1)
 
See Appendix B for a reconciliation of net income excluding net special items (non-GAAP measure), and for the calculation of free cash flow (non-GAAP measure).
Pay Versus Performance Table
 
                           
Value of Initial Fixed $100
Investment Based on:
        
Year
  
Summary
Compensation
Table Total:
Mr. Isom
($)
(1)
  
CAP:
Mr. Isom
($)
(2)
  
Summary
Compensation
Table Total:
Mr. Parker
($)
(1)
  
CAP:
Mr. Parker
($)
(2)
  
Average
Summary
Compensation
Table Total for
Non-CEO

NEOs ($)
(1)
  
Average
CAP:
Non-CEO

NEOs ($)
(2)
  
AAG Total
Stockholder
Return
($)
(3)
  
Peer Group
Total
Stockholder
Return
($)
(3)
 
Net
Income
(Loss)
($) (in
millions)
  
Adjusted
Pre-Tax

Income
Margin
%
(4)
2024
    
 
15,610,843
    
 
23,988,818
    
 
-
    
 
-
    
 
4,648,523
    
 
4,531,378
    
 
61.00
    
 
60.99
    
 
846
    
 
3.4
%
2023
    
 
31,438,162
    
 
33,817,502
    
 
-
    
 
-
    
 
9,530,121
    
 
9,827,888
    
 
48.08
    
 
61.60
    
 
822
    
 
4.7
%
2022
    
 
4,886,649
    
 
3,507,095
    
 
6,537,694
    
 
3,881,181
    
 
3,400,714
    
 
2,422,634
    
 
44.52
    
 
48.04
    
 
127
    
 
0.9
%
2021
    
 
-
    
 
-
    
 
7,238,011
    
 
8,128,613
    
 
3,892,813
    
 
4,197,060
    
 
62.85
    
 
74.23
    
 
(1,993
)
    
 
(23.2
%)
2020
    
 
-
    
 
-
    
 
10,663,866
    
 
(614,164
)
    
 
4,245,970
    
 
736,998
    
 
55.19
    
 
75.55
    
 
(8,885
)
    
 
(70.7
%)
 
(1)
Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for Messrs. Isom and Parker for each year where they served as CEO and the average of the total compensation as reported in the Summary Compensation Table for our remaining NEOs for the relevant fiscal year, which captures the individuals indicated in the table below for each fiscal year:
 
  Year
   
CEO
   
Non-CEO
NEOs
2024
   
Robert Isom
   
Steve Johnson, Devon May, David Seymour, Priya Aiyar, and Vasu Raja
2023
   
Robert Isom
   
Steve Johnson, Priya Aiyar, Devon May, and Vasu Raja
2022
   
Robert Isom and Doug Parker
   
Derek Kerr, Steve Johnson, Maya Leibman, and David Seymour
2021
   
Doug Parker
   
Robert Isom, Derek Kerr, Steve Johnson, and Maya Leibman
2020
   
Doug Parker
   
Robert Isom, Derek Kerr, Steve Johnson, and Maya Leibman
 
 
2025 Proxy Statement
 
(2)
Compensation Actually Paid (“CAP”) to Mr. Isom and the remaining NEOs for 2024 reflects the following adjustments from total compensation reported in the Summary Compensation Table:
 
   
2024
  
Adjustments
  
Mr. Isom ($)
    
Average
Non-CEO

NEOs ($)
  
Deduction for amounts reported under the “Stock Awards” column of Summary Compensation Table for Fiscal Year 2024 (“FY24”)
  
 
(11,250,000
) 
  
 
(3,067,000
) 
Year-end
Fair Value of Outstanding and Unvested Equity Awards Granted in FY24
  
 
9,463,680
 
  
 
2,200,086
 
Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years based on change from FY23
Year-end
to FY24
Year-end
  
 
11,251,403
 
  
 
1,386,688
 
Change in Fair Value of Equity Awards Granted in Prior Years that Vested in FY24 based on change from FY23
Year-end
to Vesting Date in FY24
  
 
(1,087,108
) 
  
 
17,375
 
Deduction of FY23
Year-end
Fair Value of Equity Awards Granted in Prior Years that were Forfeited during FY24
  
 
-
 
  
 
(654,293
) 
Total Adjustments
  
 
8,377,975
 
  
 
(117,145
) 
 
 
Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined by reference to (1) for time-based RSU awards, the closing price of a share of our Common Stock on the applicable
year-end
date(s) or, in the case of vesting dates, the closing price of a share of our Common Stock on the applicable vesting dates, and (2) for performance-based RSU awards, the same valuation methodology as time-based RSU awards except
year-end
values are multiplied by a factor reflecting achievement of the probable outcome of the applicable performance conditions as of the measurement date (which as of December 31, 2024 was 120%, 150% and 50% of target for the 2022, 2023 and 2024 grants, respectively).
 
(3)
Pursuant to the SEC rules, TSR reflects an initial investment of $100 on December 31, 2019, and that all dividends, if any, were reinvested. The Peer Group Total Stockholder Return represents the cumulative TSR of the ARCA Airline Index (the “Peer Group TSR”).
 
(4)
Adjusted
pre-tax
income margin is a
non-GAAP
measure and excludes net special items. See Appendix B for a reconciliation of
pre-tax
income margin excluding net special items, a
non-GAAP
measure.
       
Company Selected Measure Name Adjusted Pre-Tax Income Margin        
Named Executive Officers, Footnote
(1)
Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for Messrs. Isom and Parker for each year where they served as CEO and the average of the total compensation as reported in the Summary Compensation Table for our remaining NEOs for the relevant fiscal year, which captures the individuals indicated in the table below for each fiscal year:
 
  Year
   
CEO
   
Non-CEO
NEOs
2024
   
Robert Isom
   
Steve Johnson, Devon May, David Seymour, Priya Aiyar, and Vasu Raja
2023
   
Robert Isom
   
Steve Johnson, Priya Aiyar, Devon May, and Vasu Raja
2022
   
Robert Isom and Doug Parker
   
Derek Kerr, Steve Johnson, Maya Leibman, and David Seymour
2021
   
Doug Parker
   
Robert Isom, Derek Kerr, Steve Johnson, and Maya Leibman
2020
   
Doug Parker
   
Robert Isom, Derek Kerr, Steve Johnson, and Maya Leibman
        
Peer Group Issuers, Footnote Pursuant to the SEC rules, TSR reflects an initial investment of $100 on December 31, 2019, and that all dividends, if any, were reinvested. The Peer Group Total Stockholder Return represents the cumulative TSR of the ARCA Airline Index (the “Peer Group TSR”).        
Adjustment To PEO Compensation, Footnote
(2)
Compensation Actually Paid (“CAP”) to Mr. Isom and the remaining NEOs for 2024 reflects the following adjustments from total compensation reported in the Summary Compensation Table:
 
   
2024
  
Adjustments
  
Mr. Isom ($)
    
Average
Non-CEO

NEOs ($)
  
Deduction for amounts reported under the “Stock Awards” column of Summary Compensation Table for Fiscal Year 2024 (“FY24”)
  
 
(11,250,000
) 
  
 
(3,067,000
) 
Year-end
Fair Value of Outstanding and Unvested Equity Awards Granted in FY24
  
 
9,463,680
 
  
 
2,200,086
 
Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years based on change from FY23
Year-end
to FY24
Year-end
  
 
11,251,403
 
  
 
1,386,688
 
Change in Fair Value of Equity Awards Granted in Prior Years that Vested in FY24 based on change from FY23
Year-end
to Vesting Date in FY24
  
 
(1,087,108
) 
  
 
17,375
 
Deduction of FY23
Year-end
Fair Value of Equity Awards Granted in Prior Years that were Forfeited during FY24
  
 
-
 
  
 
(654,293
) 
Total Adjustments
  
 
8,377,975
 
  
 
(117,145
) 
        
Non-PEO NEO Average Total Compensation Amount $ 4,648,523 $ 9,530,121 $ 3,400,714 $ 3,892,813 $ 4,245,970
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,531,378 9,827,888 2,422,634 4,197,060 736,998
Adjustment to Non-PEO NEO Compensation Footnote
(2)
Compensation Actually Paid (“CAP”) to Mr. Isom and the remaining NEOs for 2024 reflects the following adjustments from total compensation reported in the Summary Compensation Table:
 
   
2024
  
Adjustments
  
Mr. Isom ($)
    
Average
Non-CEO

NEOs ($)
  
Deduction for amounts reported under the “Stock Awards” column of Summary Compensation Table for Fiscal Year 2024 (“FY24”)
  
 
(11,250,000
) 
  
 
(3,067,000
) 
Year-end
Fair Value of Outstanding and Unvested Equity Awards Granted in FY24
  
 
9,463,680
 
  
 
2,200,086
 
Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years based on change from FY23
Year-end
to FY24
Year-end
  
 
11,251,403
 
  
 
1,386,688
 
Change in Fair Value of Equity Awards Granted in Prior Years that Vested in FY24 based on change from FY23
Year-end
to Vesting Date in FY24
  
 
(1,087,108
) 
  
 
17,375
 
Deduction of FY23
Year-end
Fair Value of Equity Awards Granted in Prior Years that were Forfeited during FY24
  
 
-
 
  
 
(654,293
) 
Total Adjustments
  
 
8,377,975
 
  
 
(117,145
) 
        
Compensation Actually Paid vs. Total Shareholder Return LOGO        
Compensation Actually Paid vs. Net Income LOGO        
Compensation Actually Paid vs. Company Selected Measure        
Total Shareholder Return Vs Peer Group LOGO        
Tabular List, Table
Pay Versus Performance Tabular List
We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our named executive officers for 2024:
 
 
•
  
Stock price/total stockholder return;
 
 
•
  
Adjusted
pre-tax
income and
pre-tax
income margin;
 
 
•
  
EBITDAR margin;
 
 
•
  
TRASM; and
 
 
•
  
Adjusted CASM.
For additional details regarding our performance measures, please see the sections entitled “Annual Cash Incentive Program” and “Long-Term Incentive Programs” in our “Compensation Discussion and Analysis” beginning on pages 54 and 56, respectively.
 
        
Total Shareholder Return Amount $ 61 48.08 44.52 62.85 55.19
Peer Group Total Shareholder Return Amount 60.99 61.6 48.04 74.23 75.55
Net Income (Loss) $ 846,000,000 $ 822,000,000 $ 127,000,000 $ (1,993,000,000) $ (8,885,000,000)
Company Selected Measure Amount 0.034 0.047 0.009 (0.232) (0.707)
PEO Name Robert Isom Robert Isom Robert Isom and Doug Parker Doug Parker Doug Parker
Measure:: 1          
Pay vs Performance Disclosure          
Name Stock price/total stockholder return        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted pre-tax income and pre-tax income margin        
Non-GAAP Measure Description Adjusted
pre-tax
income margin is a
non-GAAP
measure and excludes net special items. See Appendix B for a reconciliation of
pre-tax
income margin excluding net special items, a
non-GAAP
measure. 		       
Measure:: 3          
Pay vs Performance Disclosure          
Name EBITDAR margin        
Measure:: 4          
Pay vs Performance Disclosure          
Name TRASM; and        
Measure:: 5          
Pay vs Performance Disclosure          
Name Adjusted CASM        
Isom [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount $ 15,610,843 $ 31,438,162 $ 4,886,649 $ 0 $ 0
PEO Actually Paid Compensation Amount 23,988,818 33,817,502 3,507,095 0 0
Parker [Member]          
Pay vs Performance Disclosure          
PEO Total Compensation Amount 0 0 6,537,694 7,238,011 10,663,866
PEO Actually Paid Compensation Amount 0 $ 0 $ 3,881,181 $ 8,128,613 $ (614,164)
PEO | Isom [Member] | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,377,975        
PEO | Isom [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (11,250,000)        
PEO | Isom [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,463,680        
PEO | Isom [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 11,251,403        
PEO | Isom [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,087,108)        
PEO | Isom [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (117,145)        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,067,000)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,200,086        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,386,688        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 17,375        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (654,293)