United Airlines Holdings Inc

For the period ended May 21, 2025. Filed Apr 10, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2025 · Filed Apr 10, 2025

UAL$112.74+2.0%Stored close · as of Nov 6, 2026

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Contents

Pay Versus Performance

This section provides another view of the compensation provided to our NEOs in comparison to certain performance metrics.



Pay Versus Performance
· · · · · · · · · · · · · · Value of Initial Fixed $100 · · · ·
· · · · · · · · · · · · · · Investment Based On:(4) · · · ·
· · · · · Average · · · · · ·
	Summary	Summary			Summary		Average				Net
	Compensation	Compensation	Compensation	Compensation	Compensation		Compensation			Peer Group	Income	Absolute
	Table	Table	Actually	Actually	Table Total		Actually Paid		Total	Total	(Loss)	Adjusted
	Total for	Total for PEO	Paid to PEO	Paid to PEO	for Non-PEO		to Non-PEO		Shareholder	Shareholder	(in	Earnings (Loss)
	PEO (Kirby)	(Munoz)	(Kirby)	(Munoz)	NEOs		NEOs		Return	Return	millions)	Per Share
Year(1)	($)(2)	($)(2)	($)(3)	($)(3)	($)(2)		($)(3)		($)	($)(5)	($)	($)(6)

2024	33,924,988	N/A	96,724,681	N/A	14,012,053		30,524,710		110.23	62.66	3,149	10.61
2023	18,573,299	N/A	23,055,816	N/A	7,471,150	(7)	8,328,720	(7)	46.84	62.69	2,618	10.05
2022	9,796,602	N/A	9,915,781	N/A	2,942,377		3,414,487		42.80	48.50	737	2.52
2021	9,845,064	N/A	11,099,444	N/A	3,220,759		4,011,244		49.70	74.47	(1,964)	(13.94)
2020	8,891,854	12,098,693	(3,452,005)	5,522,588	4,516,414		2,597,497		49.10	75.79	(7,069)	(27.57)

(1)	The Principal Executive Officer (“PEO”) and NEOs for the applicable years were as follows:

2024:* *Scott Kirby served as the Company's PEO for the entirety of 2024 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 for the entirety of 2023 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 for the entirety of 2022 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 for the entirety of 2021 and the Company’s other NEOs were: Brett Hart, Gerald Laderman, Linda Jojo and Andrew Nocella.

2020: Scott Kirby was promoted to the role of PEO on May 20, 2020, the date of the Company’s 2020 annual meeting of stockholders. Oscar Munoz served as the Company’s PEO during 2020 up until May 20, 2020, and then transitioned to the role of Executive Chairman of the Board. The Company’s other NEOs for 2020 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 in the case of Messrs. Kirby and Munoz 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, 2019. 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 2024 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 2024 to Company performance. Adjusted EPS is a measure that is not calculated in accordance with GAAP. Please refer to Appendix A for a definition and a reconciliation of Adjusted EPS to the most directly comparable GAAP financial measure.

(7)

The amounts shown for 2023 for the Average Summary Compensation Table Total for Non-PEO NEOs and Average CAP Paid to Non-PEOs for 2023 have been updated from the amounts reported in the 2023 Pay Versus Performance disclosure to reflect a reduction in Mr. Leskinen’s 2023 compensation of $266,638, representing the portion of his 2023 compensation attributable to the inadvertent inclusion of a portion of his September 2023 promotional PBRSU award, which was not actually granted for purposes of FASB ASC Topic 718 until 2024.


130	2025 Proxy Statement

Reconciliation of CAP Adjustments



CAP Adjustments—PEO—Scott Kirby
· · · · · · Plus/(Minus) · Minus ·
· · · · · · Change in Fair · Fair Value as of · ·
· · · · · · Value as of Vesting · Prior Fiscal Year- · ·
· · · Plus · Plus/(Minus) · · Date of Option and · End of Option and · · ·
			Fair Value at Fiscal	Change in Fair	Plus	Stock Awards	Stock Awards
· · · Minus · Year-End of · Value of · Fair Value at · Granted in Prior · Granted in Prior · · ·
· · · Grant Date Fair · Outstanding and · Outstanding and · Vesting of Option · Years for which · Fiscal Years that · · ·
· · Summary · · Value of Option · Unvested Option · Unvested Option · and Stock Awards · Applicable Vesting · Failed to Meet · · ·
· · Compensation · · and Stock Awards · and Stock Awards · · and Stock Awards · · Granted in Fiscal · Conditions Were · Applicable Vesting · · Equals ·
· · Table · · Granted in Fiscal · · Granted in Fiscal · · Granted in Prior · · Year that Vested · Satisfied During · Conditions During · · Compensation ·
· · Total · · Year · · Year · · Fiscal Years · · During Fiscal Year · Fiscal Year · Fiscal Year · · Actually Paid ·
Year · ($)(a) · ($)(b) · ($)(c) · ($)(d) · ($)(e) · ($)(f) · ($)(g) · ($) ·

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
2020	8,891,854	8,585,093	7,317,424	(8,660,954)	-	(2,415,236)	-	(3,452,005)

· · · · · · · · · · · · · · · · ·
· · · · · · · · · · · · · · · · ·
CAP Adjustments—PEO—Oscar Munoz
· · · · · · Plus/(Minus) · Minus ·
						Change in Fair	Fair Value as of
						Value as of Vesting	Prior Fiscal Year-
· · · Plus · Plus/(Minus) · · Date of Option and · End of Option and · · ·
· · · · · · Fair Value at Fiscal · · Change in Fair · · Plus · · Stock Awards · · Stock Awards · · ·
· · · Minus · Year-End of · Value of · Fair Value at · Granted in Prior · Granted in Prior · · ·
· · · Grant Date Fair · Outstanding and · Outstanding and · Vesting of Option · Years for which · Fiscal Years that · · ·
· · Summary · · Value of Option · Unvested Option · Unvested Option · and Stock Awards · Applicable Vesting · Failed to Meet · · ·
· · Compensation · · and Stock Awards · and Stock Awards · · and Stock Awards · · Granted in Fiscal · Conditions Were · Applicable Vesting · · Equals ·
· · Table · · Granted in Fiscal · · Granted in Fiscal · · Granted in Prior · · Year that Vested · Satisfied During · Conditions During · · Compensation ·
· · Total · · Year · · Year · · Fiscal Years · · During Fiscal Year · Fiscal Year · Fiscal Year · · Actually Paid ·
Year	($)(a)	($)(b)	($)(c)	($)(d)	($)(e)	($)(f)	($)(g)	($)
· · · · · · · · · · · · · · · · ·
2024	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
2023	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
2022	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
2021	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
2020	12,098,693	10,500,146	5,821,450	(405,696)	-	(1,491,713)	-	5,522,588


2025 Proxy Statement	131

· · · · · · · · · · · · · · · · · · · · ·
· · · · · · · · · · · · · · · · · · · · ·
CAP Adjustments—Other Non-PEO NEOs (Average)(h)
· · · · · · · · · · · · · · Minus · · · · · ·
· · · · · · · · Fair Value · · · ·
· · · · · · · Plus/(Minus) · as of · · · ·
· · · · · · · Change in Fair · Prior Fiscal · · · ·
· · · · · · · Value as of · Year-End · · · · ·
· · · · · · · · Vesting Date of · of Option · · · · ·
· · · · · · · · Option · and Stock · · · · ·
· · · · · · Plus/(Minus) · · and Stock · Awards · · · · ·
· · · · · Plus · Change in Fair · · Awards · Granted in · Minus · · · · ·
· · · · Minus · · Fair Value at · Value of · Plus · Granted · Prior Fiscal · Change in · · · · ·
· · · · Grant Date · · Fiscal Year- · Outstanding · · Fair Value at · in Prior · Years · Accumulated · · · · ·
· · · · Fair · · End of · and · · Vesting of · Years for · that Failed · · Benefits · · Plus Service · · ·
		Value of	Outstanding	Unvested	Option and	which Applicable	to Meet	Under		Costs Under
		Option	and Unvested	Option and	Stock Awards	Vesting	Applicable	Defined		Defined
	Summary	and Stock	Option and	Stock Awards	Granted in	Conditions	Vesting	Benefit and		Benefit and
	Compensation	Awards	Stock Awards	Granted	Fiscal Year that	Were	Conditions	Actuarial		Actuarial	Equals
	Table	Granted in	Granted in	in Prior	Vested During	Satisfied During	During	Pension		Pension	Compensation
· · Total · · Fiscal Year · · Fiscal Year · · Fiscal Years · · Fiscal Year · · Fiscal Year · Fiscal Year · · Plans · · Plans · · Actually Paid ·
Year · · ($)(a) · · ($)(b) · · ($)(c) · · ($)(d) · · ($)(e) · · ($)(f) · ($)(g) · · ($)(i) · · ($)(j) · · ($) ·
· · · · · · · · · · · · · · · · · · · · ·
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(k)
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
2020	4,516,414	3,918,816	2,676,364	(212,449)	-		(461,712)	-	2,304	-	2,597,497

(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.

(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.

(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.

(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.

(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.

(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.

(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.

(h)	See footnote 1 to the Pay Versus Performance table for a list of the NEOs included in the average for each indicated fiscal year.

(i)	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.

(j)	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.

(k)

The amounts shown for 2023 for the CAP adjustments for Average CAP Paid to Non-PEOs for 2023 have been updated from the amounts reported in the 2023 Pay Versus Performance disclosure to reflect a reduction in Mr. Leskinen’s 2023 compensation of $266,638, representing the portion of his 2023 compensation attributable to the inadvertent inclusion of a portion of his September 2023 promotional PBRSU award, which was not actually granted for purposes of FASB ASC Topic 718 until 2024.


132	2025 Proxy Statement

Relationship Between Pay and Performance

We believe the “Compensation Actually Paid” amounts as required to be calculated in accordance with SEC disclosure rules, in each of the years reported above and over the five-year cumulative period are reflective of the Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to our stock performance and varying levels of achievement against pre-established performance goals under our 2024 STI and our LTI awards, including our absolute Adjusted EPS performance.

CAP vs. Net Income

CAP vs. Absolute Adjusted EPS

CAP vs. Difference between Company and Peer TSR


2025 Proxy Statement	133

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 2024 to Company performance.

2024 Most Important Financial Measures (unranked)(1)

●	Absolute Adjusted EPS (which was included in the tranche 3 of the 2022 Performance-Based RSUs, tranche 2 of the 2023 Performance-Based RSUs and tranche 1 of the 2024 Performance-Based RSUs and the Retention LTI Awards);

●	Relative Adjusted Pre-tax Margin (which was included in tranche 3 of the 2022 Performance-Based RSU awards, tranche 2 of the 2023 Performance-Based RSU awards and tranche 1 of the 2024 Performance-Based RSUs, and the Retention LTI Awards);

●	Liquidity hurdle (which was included in the Performance-Based RSUs and is measured at the end of the three-year performance period);

●	Adjusted EBITDA Margin (which was the financial metric used in our 2024 STI awards, measured based on full-year 2024 results relative to industry peers); and

●	Relative TSR modifier (which was included in the 2024 Performance-Based RSUs and measured over a three-year performance period).

(1)	Absolute Adjusted EPS, Relative Adjusted Pre-Tax Margin and Adjusted EBITDA Margin relative to industry peers are non-GAAP financial measures.

(a)	Please refer to Appendix A for a definition 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 a definition and a reconciliation of Adjusted Pre-tax Margin to the most directly comparable GAAP financial measure.

(c)

Adjusted EBITDA is calculated as EBITDA (earnings before interest, taxes, depreciation and amortization) excluding operating and nonoperating special charges (credits) and unrealized (gains) losses on investments, and, as applicable, adjusted for refinery and fuel hedges. Adjusted EBITDA Margin is calculated as Adjusted EBITDA divided by operating revenue. Industry Adjusted EBITDA Margin is calculated to reflect the difference between our Adjusted EBITDA Margin relative to the revenue weighted average of our industry peers (excluding United) during 2024.


134	2025 Proxy Statement

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