United Airlines Holdings, Inc.

2025 Executive Compensation Overview

The following table provides information regarding the elements of our fiscal year 2025 executive compensation program.

Elements of 2025 Executive Compensation

Base Salary

The Committee generally reviews and approves base salaries annually in February, with the new rates effective as of April 1, and makes periodic adjustments in connection with promotions, changes in roles and/or responsibilities or to reward individual performance and promote market competitiveness. In making any such adjustments, the Committee considers individual performance, the NEO’s experience, the breadth, scope and complexity of the NEO’s role, internal pay parity, whether the NEO’s base salary is appropriately positioned relative to similarly-situated executives in our peer group, compensation tally sheets summarizing the NEO’s total target and expected actual compensation, recent compensation adjustments and the average compensation of similarly situated executives in the Company’s peer group, among other factors.

Considering these factors, the Committee determined to increase Mr. Leskinen’s base salary in order to reward Mr. Leskinen for his continued strong performance and contributions to the Company. Each other NEO’s 2025 base salary remained unchanged compared to the NEO’s 2024 base salary.

Short-Term Incentive Program

The 2025 STI program was designed to sharpen management’s focus on key financial, operational and customer service objectives that are consistent with our business plan for the fiscal year, helping to align pay with annual performance. Executing on our business plan in turn allows us to achieve success that will deliver long-term stockholder value. The awards are paid in cash.

The 2025 STI program was structured with a target opportunity granted to each NEO (based on a percentage of base salary), with an entry payout equal to 50% of the target opportunity, a target payout equal to 100% of the target opportunity and a stretch (also called “maximum”) payout equal to 200% of the target opportunity. The 2025 STI awards were earned on December 31, 2025 and were paid out in March 2026 after the Committee certified performance.

The graphic below illustrates the calculation used to determine 2025 STI payouts:

STI Target Opportunities

The target opportunities as a percentage of base salary for 2025 for our NEOs are shown below.

Such STI target opportunities are determined by the Committee after considering a number of factors, including the breadth, scope and complexity of the NEO’s role, whether the target annual incentive is competitive with target annual incentives for similarly situated executives in our peer group, consideration of internal pay parity and our recent and projected financial performance. In light of these factors, the Committee determined to increase the STI opportunities for each of Messrs. Enqvist, Nocella and Leskinen. The STI target opportunity for each NEO is expressed as a percentage of the executive’s base salary.

Performance Measures Underlying the STI Program

At the beginning of the performance year, the Committee undertakes a rigorous, holistic process to establish predefined performance measures that it believes will motivate our executives appropriately to deliver the high performance that supports stockholder value creation in both the short- and long-term in accordance with our compensation philosophy. The 2025 STI program had a performance period of January 1, 2025 through December 31, 2025.

Our 2025 STI performance measures were as follows, with the metrics selected and the targets set by the Committee in February 2025. The Committee believes the performance measures selected appropriately link compensation outcomes to our business strategy in 2025, which is in part focused on maintaining a best-in-class travel experience for our customers and executing certain financial objectives that help us meet our financial guidance, which will enhance long-term value for our stockholders.

2025 STI Outcomes

Threshold, target and maximum performance levels are evaluated independently by the Committee and are set to provide appropriate awards across a range of performance outcomes. In establishing performance measures and levels each year, the Committee considers, among other things: budget; operational priorities; long-term strategic plans; historical performance and external factors, including external expectations; competitive developments; the unique challenges and conditions expected for our business in the upcoming year; and the regulatory environment. The achievement of threshold, target and maximum performance levels were set by the Committee taking into account past performance and long-term plans and were established to be rigorous and challenging to attain and require strong performance and execution to achieve without encouraging unnecessary or excessive risk-taking. Consistent with our long-term focus, the STI program historically measures performance against our strategic and operational priorities during the fiscal year, rather than a fixed growth rate or an average of growth rates from prior years, to account for short-term economic and competitive conditions and anticipated strategic investments that may have adverse short-term profit implications.

The payouts for the 2025 STI program were based on an executive’s target bonus amount and the total payout percentage. Company performance results for the year led to a formulaic payout percentage of 135% of target for 2025. The calculation was based on the following performance against the performance measures shown below. To balance transparency with the need to protect competitively sensitive information, the Company has not disclosed certain specific performance targets and results, particularly those relating to detailed business and operational initiatives, where such disclosure could cause competitive harm. However, the Company believes the information provided conveys the rigor of the performance goals and the extent to which they were achieved.

2025 STI Payments

The actual 2025 STI awards paid to our NEOs are shown in the table below and are also included in the 2025 Summary Compensation Table under the Non-Equity Incentive Plan Compensation column:

Long-Term Incentive Program

2025 Long-Term Incentive Program Summary

The Committee administers our LTI program with respect to our NEOs and determines, in its informed judgment and in accordance with the terms of the compensation plans, the recipients who may be granted awards, the form and amount of awards, the terms and conditions of awards (including vesting and forfeiture conditions), the timing of awards and the form and content of award agreements. Our LTI program, like our STI program, is designed to focus the efforts of our executives on key drivers of both short- and long-term success and on stockholder value creation. A significant percentage of our NEOs’ compensation is in the form of equity with three-year vesting periods, which is designed to promote retention and closely tie the interests of our NEOs to the interests of our stockholders.

In 2025, we continued to grant two types of long-term award vehicles, which each served a different purpose:

When establishing our LTI program, the Committee carefully considers the design of the program, including the length of the performance period. Since 2022, when the Company returned to its practice of awarding long-term Performance-Based RSUs, the Company has utilized a structure whereby performance measures are set in one-third increments at the beginning of each year of the three-year performance periods. Over the past three years, the structure of this program has been successful for the Company in its ability to both incentivize management towards performance measures that are aligned with evolving market conditions, strategic priorities and our financial forecasts, as well as to retain our key executives. As a result, the Committee continued to employ this structure in the 2025 LTI program.

The three-year nature of each Performance-Based RSU grant means that in any year, a NEO can have Performance-Based RSUs relating to up to three performance periods outstanding at any time. Amounts earned for each of these one-year tranches are accrued and paid at the end of the full three-year award cycle, contingent on continued employment through this period, subject to limited exceptions. Each tranche represents the performance measures and targets established by the Committee with respect to 1/3 of the target opportunity under the Performance-Based RSUs. Given that each year’s awards have an overlapping performance period from the prior year, we believe these awards provide the right balance between short-term and long-term focus.

Performance-Based RSUs awarded in 2025 as part of our regular LTI Program are referred to herein as “2025 Performance-Based RSUs,” the Performance-Based RSUs awarded in 2024 are referred to as “2024 Performance-Based RSUs” and the Performance-Based RSUs awarded in 2023 are referred to as “2023 Performance-Based RSUs.”

The following table provides an overview of the key elements of our 2025 Performance-Based RSUs and Time-Based RSUs granted to our NEOs.

The following table summarizes the equity awards awarded to our NEOs in 2025. The Committee increased LTI opportunities for each of our NEOs in 2025 after consulting with Exequity and considering the competitive market data. In determining the size of the individual LTI awards granted to our NEOs in 2025 (including whether to make potential increases to 2024 levels), the Committee considered each NEO’s total pay and each individual element of pay to similarly-situated executives in our peer group; individual performance; the NEO’s experience; the breadth, scope and complexity of the NEO’s role; internal pay parity; the NEO’s total target compensation; as well as any outstanding or recently paid special awards and recent compensation adjustments, among other factors. The Committee also considered business factors, including annual financial forecasts, capital expenditure budgets and United’s annual business plan. Ultimately, the Committee determined to increase the LTI opportunities for each of our NEOs primarily in order to align the NEOs’ total target pay with the total target pay of similarly-situated executives in our peer group while ensuring that the NEOs’ total target pay primarily consists of at-risk elements designed to retain executives and support stockholder value creation.

2025 Performance-Based RSUs

2025 Performance-Based RSU awards have a target opportunity of 100% of the target award value and a maximum or “stretch” opportunity equal to 200% of the target award value. Payment opportunities under PBRSU awards are subject to linear interpolation between performance levels.

The primary performance measures and weights used for tranche 3 of the 2023 Performance-Based RSUs, tranche 2 of the 2024 Performance-Based RSUs and tranche 1 of the 2025 Performance Based RSUs, are identical to each other and are set forth in the table below. The Committee chose the below three performance measures because it believed that, together, they represented an appropriate mix of financial goals and other business objectives to deliver long-term value to our stockholders, transform the customer experience, attract more brand-loyal customers and assist with achieving our financial objectives that help us meet our financial guidance. The performance metrics and goals were established based on the Company’s financial plan and operating and strategic initiatives and were designed to be challenging but attainable with strong management performance. To balance transparency with the need to protect competitively sensitive information, the Company has not disclosed certain specific performance targets and results, particularly those relating to longer-term strategic and operational initiatives, where such disclosure could cause competitive harm. However, the Company believes the information provided conveys the rigor of the performance goals and the extent to which they were achieved.

In addition to the above performance measures for calendar year 2025, payout of the Performance-Based RSUs are contingent on the achievement of a cash liquidity hurdle ($8 billion) as of the end of the three-year performance period.

2025 Time-Based RSUs

Time-Based RSUs make up the remaining 50% of our executives’ target long-term equity incentives. Each grant of RSUs vests one-third on each of February 28, 2026, February 28, 2027 and February 28, 2028. Time-based RSUs enhance retention of our NEOs, align with compensation practices of our peers and support stockholder value creation.

2023 Performance-Based RSUs and 2024 Performance-Based RSUs

Details relating to the performance measures established in 2023 for the 2023 Performance-Based RSUs (applies to tranche 1 of the 2023 Performance-Based RSUs, tranche 2 of the 2024 Performance-Based RSUs and tranche 3 of the 2025 Performance-Based RSUs) are set forth on pages 102 through 104 of United’s 2024 proxy statement filed with the SEC on April 12, 2024.

Details relating to the performance measures established in 2024 for the 2024 Performance-Based RSUs (applies to tranche 1 of the 2024 Performance-Based RSUs and tranche 2 of the 2025 Performance-Based RSUs) are set forth on pages 100 through 101 of United’s 2025 proxy statement filed with the SEC on April 10, 2025.

Payout of 2023 Performance-Based RSUs (Completed Performance Period)

Under the terms of the 2023 Performance-Based RSUs, 2025 represented the final year of the three-year performance period. The 2023 Performance-Based RSUs vested based on performance measures established on an annual basis during the three-year performance period commencing January 1, 2023 and ending December 31, 2025. The 2023 Performance-Based RSUs were divided into three tranches that were each weighted as 1/3 of the target 2023 Performance-Based RSUs. The 2023 Performance-Based RSUs had a continued service condition, generally requiring the NEO’s continued employment through the end of 2025 to vest.

Below is a summary of the Company’s performance results under the performance measures of the 2023 Performance-Based RSUs, which resulted in an overall vesting level 134% of target. The performance measures and targets were designed to be challenging to attain and require strong management performance and execution to achieve, which was ultimately reflected by the overall vesting level of 134% of target.

The awards vested at the end of 2025 and were settled in the first quarter of 2026 and are included in the “Option Exercises and Stock Vested for 2025” table.

Additionally, Mr. Leskinen received a promotional PBRSU award in 2023 that vested 50% based on performance measures established in 2024 and 50% based on performance measures established in 2025, consistent with performance measures and results set forth in the table above on the rows “Tranche 2” and “Tranche 3,” respectively. This resulted in an overall vesting level of 134% of target.

Open Performance Periods

Performance under the 2024 Performance-Based RSUs and 2025 Performance-Based RSUs will be determined following the end of the three-year performance periods ending December 31, 2026 and 2027, respectively, given that certain underlying performance measures (including the liquidity condition and, for the 2024 Performance-Based RSUs, the relative TSR modifier) are still outstanding. The performance metrics and relative weights for the 2025 Performance-Based RSUs are set forth above on page 101 in the table under the heading “2025 Performance-Based RSUs.”

Performance under the remaining two tranches of the 2024 Retention LTI Awards (as described below) will be determined following the end of the annual performance periods on June 30, 2026 and June 30, 2027, respectively, given that underlying performance measures remain outstanding. The performance measures and relative weights for the remaining two tranches of the 2024 Retention LTI Awards are set forth on pages 103-104 of the Company’s 2025 Proxy Statement filed with the SEC on April 10, 2025.

Payout of Transformation Incentive Awards (Completed Performance Period)

In September 2022, the Committee approved performance-based incentive awards (the “Transformation Incentive Awards”) to each of our NEOs other than Mr. Leskinen. The Transformation Incentive Awards provided an incentive opportunity of 50% to 150% of the target opportunity (or 0% to 150% with respect to Mr. Kirby) based on the achievement of a pre-established human capital performance measure during the period January 1, 2023 through June 30, 2025, with a service-based vesting condition over a three year period beginning September 22, 2022 and ending September 22, 2025. For recipients other than Mr. Kirby, the Transformation Incentive Award vested with respect to 25% of the target opportunity on each of September 22, 2023 and September 22, 2024. Mr. Kirby’s Transformation Incentive Award did not include interim vesting dates and his Transformation Award opportunity vested on September 22, 2025.

In September 2025 the Committee certified performance of the Transformation Incentive Awards at 132% of the total target opportunity level based on achievement of the underlying performance measure and subsequently, based on the level of performance achieved: (i) each of Messrs. Hart, Enqvist and Nocella received the remaining portion of their award, reduced by the amounts received on the interim vesting dates, as follows: Mr. Hart—$2,870,000; Mr. Enqvist—$2,050,000; and Mr. Nocella—$1,640,000, as reflected in the “2025 Summary Compensation Table,” (ii) Mr. Kirby received the entire cash portion of his Transformation Incentive Award, which was equal to $3,960,000, as reflected in the “2025 Summary Compensation Table,” and (iii) the equity portion of Mr. Kirby’s Transformation Incentive Award vested on September 22, 2025, as reflected in the “Option Exercises and Stock Vested for 2025” table. Below is a summary of the Company’s performance results under the performance measure for the Transformation Incentive Award.

Payout of First Tranche of 2024 Retention LTI Awards (Completed Performance Period)

In July 2024, the Committee awarded each of our NEOs an award of Performance-Based RSUs, which were designed to motivate, retain and reward our executive team in a period of retention vulnerabilities within the industry and incentivize our executives to maintain and drive key financial metrics (the “2024 Retention LTI Awards”). The 2024 Retention LTI Awards vested or will vest in one-third increments over three years, subject to achievement of the following performance measures:

During 2025, the Committee certified performance of the first tranche of the 2024 Retention LTI Awards. As a result of the Company’s net positive Adjusted EPS during the four quarters ending June 30, 2025 equal to $11.37, the first tranche of the 2024 Retention LTI Awards resulted in an overall vesting level of 100% of target. The first tranches vested on July 25, 2025 and were settled in shares shortly thereafter and are included in the “Option Exercises and Stock Vested for 2025” table.

Use of Adjustments in Incentive Programs

Our goal is to pay incentives based on the same underlying business trends and results that our investors are using to measure United performance. To incentivize management to make decisions that have positive, long-term impacts, even at the expense of shorter-term results, and to prevent one-time gains and losses from having too great of an impact on incentive payouts, the Committee reviews whether to adjust results under the 2025 STI program, tranches 1, 2 and 3 of the 2023 Performance-Based RSU awards, tranches 1 and 2 of the 2024 Performance-Based RSU awards, and tranche 1 of the 2025 Performance-Based RSU awards, although no such adjustment has been made as of the Record Date with respect to such awards.