David Seymour

About David Seymour

David G. Seymour, age 60, is Executive Vice President and Chief Operating Officer of American Airlines Group Inc. (AAL) since June 2020; he previously led Integrated Operations (2016–2019) and Technical Operations (2013–2016), and joined AAL via the US Airways merger after operations leadership roles at US Airways (2002–2013) and America West (1999–2002) . Company performance under current leadership delivered record 2024 revenue of $54.2B, net income of $846M, free cash flow of $2.2B, and attainment of a $15B total debt reduction goal ahead of schedule, alongside strong reliability metrics (completion factor near record levels) . 2024 annual incentives emphasized profitability, efficiency and operational reliability (STIP paid at 115.42% of target), while long-term incentives focused on EBITDAR margin gap improvement versus Delta/United (90%) and Net Promoter Score (10%) over 2024–2026 . AAL prohibits executive hedging and pledging of company stock and maintains an SEC-compliant clawback policy with broader discretionary recovery provisions .

Past Roles

Organization	Role	Years	Strategic Impact
American Airlines Group Inc.	EVP & Chief Operating Officer	2020–present	Leads day-to-day operations and reliability; previously integrated operations and tech ops leadership
American Airlines Group Inc.	SVP, Operations	2019	Operational oversight across the airline
American Airlines Group Inc.	SVP, Integrated Operations	2016–2019	Integrated operations center and cross-functional performance
American Airlines Group Inc.	SVP, Technical Operations	2013–2016	Fleet maintenance/airworthiness leadership
US Airways	SVP, Operations	2002–2013	Operations and planning leadership pre-merger
America West Airlines	VP, Operations Planning & Performance	1999–2002	Operations planning and performance management
U.S. Army	Airborne Infantry Officer	Not disclosed (early career)	Leadership and discipline foundations

Fixed Compensation

Multi-year compensation and key fixed components:

Metric	FY 2022	FY 2023	FY 2024
Base Salary ($)	$750,000	$766,250	$775,000
All Other Compensation ($)	$36,838	$35,396	$36,728
Components of “All Other” (FY 2024)	Flight Privileges: $17,519; Medical Exam: $5,860; Financial Advisory: $4,500; Tax Gross-Up on Flight Privileges: $13,139; 401(k) Company Contribution: $18,975	–	–

Target Bonus % of Salary (STIP)	FY 2024
125%

Performance Compensation

Annual Incentive (STIP) Design and Outcome – FY 2024

Category	Weight	Gate/Targets	Actual	Payout Footprint
Safety Education (Plan Gate)	–	91% completion to unlock	99.1%	Plan unlocked
Financial (Profitability & Efficiency)	70%	Adjusted PTI gate $1.5B	$2.2B	Financial portion unlocked
Relative AA TRASM % vs. DL/UA/Southwest	14%	Threshold 100.50%; Target 102.50%; Max 104.50%	102.23%	Contributes to payout
CASM ex (special, fuel, profit sharing)	14%	13.49 / 13.29 / 13.09	13.42	Contributes to payout
Mainline Workforce Efficiency	14%	2.72 / 2.82 / 2.92	2.80	Contributes to payout
Mainline Aircraft Utilization	14%	10.03 / 10.16 / 10.29	10.07	Contributes to payout
Procurement Savings	7%	$70M / $80M / $100M	$174M	Above max
Working Capital	7%	$175M / $200M / $225M	$344M	Above max
Operational Reliability (Mainline CCF)	12%	99.50% / 99.70% / 99.90%	99.86%	Near max
Operational Reliability (Regional CCF)	5%	99.50% / 99.70% / 99.90%	99.95%	Above target
Mainline D-0 On-time Departure	6%	61.30% / 63.30% / 65.30%	58.89%	Below threshold
Regional D-0 On-time Departure	2%	71.00% / 73.50% / 76.00%	72.40%	Between threshold/target
Team Member Engagement	5%	91% / 94% / 98%	99.40%	Above max
Individual STIP Payout	–	Target: $968,750	Paid: $1,118,170 (115.42% of target)	115.42%

Long-Term Incentive (LTIP) – 2024 Grants and Metric Structure

Component	Weight	Metric	Targets	Vesting
Performance RSUs	50%	Relative EBITDAR margin gap improvement vs. DL/UA (90%); Average NPS (10%)	EBITDAR gap (3-yr): 33/67/100 bps; NPS (3-yr avg): 34/36/38	Earned over 2024–2026; 3-year performance period
Time-based RSUs	50%	Service-based	–	66.66% on Year 1 anniversary; 33.33% on Year 2 anniversary (migrating to 33.33% each year over 3 years for 2025 grants)

2024 grant sizing for Seymour:

Grant Date	Perf RSUs (Threshold/Target/Max #)	Time RSUs (#)	Grant Date Fair Value ($)
2/20/2024	5,043 / 100,850 / 201,700	100,850	$1,482,500 (Perf) + $1,482,500 (Time) = $2,965,000

Historical performance RSU vesting:

2022 performance RSUs earned at 120% of target (max debt reduction; below threshold pre-tax margin improvement) and vested Feb 24, 2025 .

Stock options: none granted in 2024; LTIs are RSUs (time/performance) .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (as of Apr 14, 2025)	377,088 shares; includes 341,779 directly and 35,309 RSUs vesting within 60 days; excludes 528,863 unvested RSUs (not vesting within 60 days); <1% of class
Executive Stock Ownership Guidelines	EVP level: 3x base salary or 47,917 fixed shares; executives have 5 years to comply; restriction on selling >50% of vested shares until reaching guideline; all executive officers currently exceed minimum ownership guidelines
Hedging/Pledging	Prohibited for executive officers; insider trading policy in place
Clawback	SEC-compliant clawback for restatements plus broader committee discretion to recover STIP/LTIP and equity awards
Dividends on Unvested Awards	Not paid until vesting; no dividend equivalents

Employment Terms

Provision	Seymour Terms
Restrictive Covenants	Non-compete: 18 months; Non-solicit: 24 months post-termination (applies irrespective of severance receipt)
Severance (Involuntary Termination)	Cash severance equal to 18 months base salary + 1.5x annual target cash incentive; continued vesting of outstanding equity for 18 months; payment/reimbursement of COBRA premiums up to 18 months
Change-in-Control (CIC)	If involuntary termination within 24 months after CIC: equity acceleration with perf RSUs vesting at greater of target or expected attainment level as of termination date
Travel Privileges	Lifetime positive-space travel for Seymour (vested from legacy policies); valuation used in termination scenarios: $137,491 (present value)
Equity Treatment Nuance	Continued vesting terms on termination; performance awards remain subject to performance conditions; time-based RSUs vesting cadence per grant agreements

Estimated payments table (as of 12/31/2024):

Scenario	Base Salary	Annual Incentive	COBRA	Equity Acceleration	Travel Privileges	Total
Change in Control	–	–	–	$8,211,222	–	$8,211,222
Involuntary Termination	$1,162,500	$1,453,125	$42,777	$6,134,436	$137,491	$8,930,+ (sum of items)
Involuntary Termination with CIC	$1,162,500	$1,453,125	$42,777	$8,211,222	$137,491	$11,006,+ (sum of items)
Death/Disability	–	$1,118,170	–	$8,211,222	$90,224	$9,419,616

Note: Equity values based on AAL closing price $17.43 on 12/31/2024 and expected attainment assumptions per proxy footnotes .

Performance & Track Record

2024 financial and operational performance: revenue $54.2B; net income $846M; free cash flow $2.2B; operating cash flow $4B; liquidity $10.3B; nearly $500M “reengineering” cost savings; strong completion factors on record passenger volume .
Strategic actions: 10-year exclusive co-branded credit card partnership with Citi commencing 2026; orders for 260 new aircraft enabling capital-efficient fleet growth through decade-end; debt reduced by $15B from peak one year ahead of target, with further deleveraging targeted to <$35B by YE 2027 .
STIP and LTIP metrics reflect operational reliability and customer experience (NPS) alongside profitability and margin gap focus; reliability outcomes included mainline CCF 99.86% and regional CCF 99.95% in 2024 .

Compensation Governance and Say-on-Pay

Executive compensation program emphasizes pay-for-performance, with 50% of LTIP in performance-vesting RSUs and STIP heavily weighted to profitability/efficiency and reliability (95% combined weighting) .
2024 say-on-pay approval: ~76% of shares represented (82% of votes cast excluding abstentions); lower than prior decade’s average (>94%) due to non-recurring 2023 elements not repeated in 2024 .

Investment Implications

Alignment: High variable pay with operational and financial metrics plus 3-year performance horizon (EBITDAR margin gap, NPS) suggests strong linkage of compensation to value creation and customer experience .
Retention Risk: Robust non-compete/non-solicit and severance economics with continued equity vesting mitigate near-term departure risk; lifetime travel benefits and meaningful unvested equity (528,863 RSUs not vesting within 60 days) further anchor retention .
Selling Pressure: Time-based RSU front-loading (66.66% at year 1; 33.33% at year 2) could concentrate vesting events; AAL shifts to three-year straight-line vesting for 2025 grants, smoothing future supply .
Governance Flags: Company prohibits hedging/pledging and excise tax gross-ups at CIC, but provides tax gross-ups on flight privilege perqs (e.g., $13,139 for Seymour in 2024), which some investors may scrutinize .
Performance Focus: 2024 STIP payout at 115.42% reflects strong achievements in cost savings and working capital alongside reliability; continued emphasis on closing margin gap with peers is central to LTIP .