This section provides another view of the compensation provided to our NEOs in comparison to certain performance metrics.
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| Pay Versus Performance |
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| · · · · · · · · · · Value of Initial Fixed $100 · · · · · |
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| · · · · · · · · · · Investment Based On:(4) · · · · |
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| | | | | | | Average | | | | | | | | | | | |
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| | | Summary | | | | Summary | | Average | | | | | | Net | | | |
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| | | Compensation | | | | Compensation | | Compensation | | | | Peer Group | | Income | | Absolute | |
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| | | Table | | Compensation | | Table Total | | Actually Paid | | Total | | Total | | (Loss) | | Adjusted | |
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| | | Total for | | Actually | | for Non-PEO | | to Non-PEO | | Shareholder | | Shareholder | | (in | | Earnings (Loss) | |
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| | | PEO | | Paid to PEO | | NEOs | | NEOs | | Return | | Return | | millions) | | Per Share | |
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| Year(1) | | ($)(2) | | ($)(3) | | ($)(2) | | ($)(3) | | ($) | | ($)(5) | | ($) | | ($)(6) | |
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| 2025 | | 32,282,253 | | 45,643,992 | | 11,950,030 | | 16,789,892 | | 258.54 | | 87.62 | | 3,353 | | 10.62 | |
| 2024 | | 33,924,988 | | 96,724,681 | | 14,012,053 | | 30,524,710 | | 224.51 | | 82.68 | | 3,149 | | 10.61 | |
| 2023 | | 18,573,299 | | 23,055,816 | | 7,471,150 | | 8,328,720 | | 95.40 | | 82.72 | | 2,618 | | 10.05 | |
| 2022 | | 9,796,602 | | 9,915,781 | | 2,942,377 | | 3,414,487 | | 87.17 | | 63.99 | | 737 | | 2.52 | |
| 2021 | | 9,845,064 | | 11,099,444 | | 3,220,759 | | 4,011,244 | | 101.23 | | 98.25 | | (1,964) | | (13.94) | |
| (1) | The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows: |
2025:* *Scott Kirby served as the Company's PEO and the Company's other NEOs were: Michael Leskinen, Brett Hart, Torbjorn Enqvist and Andrew Nocella.
2024:* *Scott Kirby served as the Company's PEO and the Company's other NEOs were: Michael Leskinen, Brett Hart, Torbjorn Enqvist and Andrew Nocella.
2023:* *Scott Kirby served as the Company's PEO and the Company's other NEOs were: Michael Leskinen, Brett Hart, Torbjorn Enqvist, Linda Jojo, Gerald Laderman and Gregory Hart.
2022: Scott Kirby served as the Company’s PEO and the Company’s other NEOs were: Brett Hart, Gregory Hart, Gerald Laderman and Linda Jojo.
2021: Scott Kirby served as the Company’s PEO and the Company’s other NEOs were: Brett Hart, Gerald Laderman, Linda Jojo and Andrew Nocella.
| (2) | Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for Mr. Kirby and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s non-PEO NEOs for the applicable year. |
| (3) | To calculate the compensation actually paid (“CAP”) as required under SEC disclosure rules, adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for each person who served as PEO during the covered period and for the average of the non-PEO NEOs is set forth following the footnotes to this table. |
| (4) | Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2020. Historic stock price performance is not necessarily indicative of future stock price performance. |
| (5) | The TSR Peer Group consists of the NYSE Arca Airline Index, an independently prepared index that includes companies in the airline industry and which is used for the stock performance graph in the Company’s 2025 Annual Report on Form 10-K. |
| (6) | The Committee selected absolute Adjusted EPS as its Company-Selected Measure, because, in the Company’s assessment, it represents the most important financial performance measure used by the Company to link compensation actually paid to the NEOs for 2025 to Company performance. Adjusted EPS is a measure that is not calculated in accordance with GAAP. Please refer to Appendix A for additional information and a reconciliation of Adjusted EPS to the most directly comparable GAAP financial measure. |
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| 2026 Proxy Statement | 129 |
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Reconciliation of CAP Adjustments
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| CAP Adjustments—PEO |
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| · · · · · · Plus/(Minus) · Minus · · |
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| · · · · · · Change in Fair · Fair Value as of · · |
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| · · · · · · Value as of Vesting · Prior Fiscal Year- · · |
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| · · · Plus · Plus/(Minus) · · Date of Option and · End of Option and · · · |
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| | | | | | | Fair Value at Fiscal | | Change in Fair | | Plus | | Stock Awards | | Stock Awards | | | |
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| · · · Minus · Year-End of · Value of · Fair Value at · Granted in Prior · Granted in Prior · · · |
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| · · · Grant Date Fair · Outstanding and · Outstanding and · Vesting of Option · Years for which · Fiscal Years that · · · |
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| · · Summary · · Value of Option · Unvested Option · Unvested Option · and Stock Awards · Applicable Vesting · Failed to Meet · · · |
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| · · Compensation · · and Stock Awards · and Stock Awards · · and Stock Awards · · Granted in Fiscal · Conditions Were · Applicable Vesting · · Equals · |
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| · · Table · · Granted in Fiscal · · Granted in Fiscal · · Granted in Prior · · Year that Vested · Satisfied During · Conditions During · · Compensation · |
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| · · Total · · Year · · Year · · Fiscal Years · · During Fiscal Year · Fiscal Year · Fiscal Year · · Actually Paid · |
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| Year | | ($)(a) | | ($)(b) | | ($)(c) | | ($)(d) | | ($)(e) | | ($)(f) | | ($)(g) | | ($) | |
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| 2025 | | 32,282,253 | | 22,565,804 | | 19,211,872 | | 8,990,125 | | 7,426,161 | | 299,385 | | - | | 45,643,992 | |
| 2024 | | 33,924,988 | | 24,405,267 | | 49,608,142 | | 23,013,181 | | 6,328,122 | | 8,255,515 | | - | | 96,724,681 | |
| 2023 | | 18,573,299 | | 10,705,744 | | 12,465,603 | | 794,170 | | - | | 1,928,488 | | - | | 23,055,816 | |
| 2022 | | 9,796,602 | | 8,666,624 | | 10,244,183 | | (1,072,561) | | - | | (385,819) | | - | | 9,915,781 | |
| 2021 | | 9,845,064 | | 8,729,907 | | 3,741,920 | | (117,988) | | 5,656,806 | | 703,549 | | - | | 11,099,444 | |
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| CAP Adjustments—Other Non-PEO NEOs (Average) |
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| | | | | | | | | | | | | | | Minus | | | | | | | |
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| · · · · · · · · Fair Value · · · · |
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| · · · · · · · Plus/(Minus) · as of · · · · |
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| · · · · · · · Change in Fair · Prior Fiscal · · · · |
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| · · · · · · · Value as of · Year-End · · · · · |
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| · · · · · · · · Vesting Date of · of Option · · · · · |
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| · · · · · · · · Option · and Stock · · · · · |
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| · · · · · · Plus/(Minus) · · and Stock · Awards · · · · · |
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| · · · · · Plus · Change in Fair · · Awards · Granted in · Minus · · · · · |
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| · · · · Minus · · Fair Value at · Value of · Plus · Granted · Prior Fiscal · Change in · · · · · |
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| · · · · Grant Date · · Fiscal Year- · Outstanding · · Fair Value at · in Prior · Years · Accumulated · · · · · |
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| · · · · Fair · · End of · and · · Vesting of · Years for · that Failed · · Benefits · · Plus Service · · · |
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| · · · · Value of · · Outstanding · · Unvested · · Option and · which Applicable · to Meet · · Under · · Costs Under · · · |
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| · · · · Option · · and Unvested · · Option and · · Stock Awards · Vesting · Applicable · · Defined · · Defined · · · |
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| · · Summary · · and Stock · · Option and · · Stock Awards · · Granted in · Conditions · Vesting · · Benefit and · · Benefit and · · · |
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| · · Compensation · · Awards · · Stock Awards · · Granted · · Fiscal Year that · Were · Conditions · · Actuarial · · Actuarial · · Equals · |
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| · · Table · · Granted in · · Granted in · · in Prior · · Vested During · Satisfied During · During · · Pension · · Pension · · Compensation · |
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| · · Total · · Fiscal Year · · Fiscal Year · · Fiscal Years · · Fiscal Year · · Fiscal Year · Fiscal Year · · Plans · · Plans · · Actually Paid · |
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| Year · · ($)(a) · · ($)(b) · · ($)(c) · · ($)(d) · · ($)(e) · · ($)(f) · ($)(g) · · ($)(h) · · ($)(i) · · ($) · |
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| 2025 | | 11,950,030 | | 7,642,498 | | 6,535,365 | | 2,005,960 | | 2,367,228 | | 1,578,288 | | - | | 4,481 | | - | | 16,789,892 | |
| 2024 | | 14,012,053 | | 8,585,643 | | 17,741,183 | | 3,340,899 | | 1,782,557 | | 2,233,661 | | - | | - | | - | | 30,524,710 | |
| 2023 | | 7,471,150 | | 3,119,691 | | 3,611,298 | | 10,359 | | - | | 362,371 | | - | | 6,767 | | - | | 8,328,720 | |
| 2022 | | 2,942,377 | | 2,072,759 | | 2,399,624 | | (135,765) | | - | | 281,010 | | - | | - | | - | | 3,414,487 | |
| 2021 | | 3,220,759 | | 2,412,489 | | 912,342 | | 28,094 | | 1,881,136 | | 381,402 | | - | | - | | - | | 4,011,244 | |
| (a) | Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the non-PEO NEOs, amounts shown represent averages. |
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| (b) | Represents the grant date fair value of the option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
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| (c) | Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
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| (d) | Represents the change in fair value during the indicated fiscal year of the outstanding and unvested option and stock awards held by the applicable NEO as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. |
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| (e) | Represents the fair value at vesting of the option and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
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| (f) | Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
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| 130 | 2026 Proxy Statement |
| (g) | Represents the fair value as of the last day of the prior fiscal year of the option and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. |
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| (h) | Represents the change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table for the indicated fiscal year. |
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| (i) | Represents the sum of the actuarial present value of the benefit under all defined benefit and actuarial pension plans attributable to services rendered during the indicated fiscal year, calculated using the same methodology as used in the Company’s financial statements under generally accepted accounting principles. |
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Relationship Between Pay and Performance
The graphs below show the relationship of “Compensation Actually Paid” to our PEO and the other NEOs to our net income, Absolute Adjusted EPS and the TSR of both the Company and the NYSE Arca Airline Index, in each of the years reported above.
CAP vs. Net Income
CAP vs. Absolute Adjusted EPS
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| 2026 Proxy Statement | 131 |
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CAP vs. Difference between Company and Peer TSR
The following is a list of financial performance measures, which in the Company’s assessment are the most important financial performance measures used by the Company to link CAP to the NEOs for 2025 to Company performance.
2025 Most Important Financial Measures (unranked)(1)
| ● | Absolute Adjusted EPS (which was included in the 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 as well as in tranches of Performance-Based RSUs granted in 2024 and the 2024 Retention LTI Awards); |
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| ● | Relative Adjusted Pre-Tax Margin (which was included in tranche 3 of the 2023 Performance-Based RSU awards, tranche 2 of the 2024 Performance-Based RSU awards and tranche 1 of the 2025 Performance-Based RSUs as well as in tranches of Performance-Based RSUs granted in 2024 and the 2024 Retention LTI Awards); |
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| ● | Liquidity hurdle (which was included in the Performance-Based RSUs and is measured at the end of the three-year performance period); and |
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| ● | Adjusted EBITDAR Margin (which was the financial metric used in our 2025 STI awards, measured based on full-year 2025 results relative to industry peers). |
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| (1) | Absolute Adjusted EPS, Relative Adjusted Pre-Tax Margin and Adjusted EBITDAR Margin relative to industry peers are non-GAAP financial measures. |
| (a) | Please refer to Appendix A for additional information and a reconciliation of Adjusted EPS to the most directly comparable GAAP financial measure. |
| (b) | Relative Adjusted Pre-Tax Margin is measured by comparing our Pre-Tax Margin against performance of selected industry peers. Please refer to Appendix A for additional information and a reconciliation of Adjusted Pre-Tax Margin to the most directly comparable GAAP financial measure. |
| (c) | Adjusted EBITDAR is calculated as EBITDAR (earnings before interest, taxes, depreciation, amortization and aircraft rent expense) excluding operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, and, as applicable, adjusted for refinery and fuel hedges, to calculate Adjusted EBITDAR. Adjusted EBITDAR Margin is calculated as Adjusted EBITDAR divided by operating revenue. Industry Adjusted EBITDAR Margin is calculated to reflect the difference between our Adjusted EBITDAR Margin relative to the revenue weighted average of our industry peers (excluding United) during 2025. |
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| 132 | 2026 Proxy Statement |
