Denise O’Leary

About Denise O’Leary

Denise M. O’Leary, age 67, is an independent director of American Airlines Group Inc. (AAL) since 2013. She is a private venture capital investor and former General Partner at Menlo Ventures, with a BS in Industrial Engineering from Stanford University and an MBA from Harvard University. She currently serves as Chair of the Compensation Committee (pre–2025 annual meeting) and as a member of the Finance Committee; after the 2025 annual meeting she is expected to join the Corporate Governance & Public Responsibility Committee (CGPR) as membership rotates. Her credentials emphasize four decades in investment and financial leadership and extensive public company board experience.

Past Roles

Organization	Role	Tenure	Committees/Impact
Menlo Ventures	Partner	1987–1996	VC investing and portfolio oversight
Medtronic plc	Director	2000–2024	Long-tenure medical devices board service
Calpine Corporation	Director	2009–2018	Power generation governance
US Airways Group, Inc.	Director	2005–2013	Airline governance pre-merger with AAL
Chiron Corporation	Director	2002–2006	Biotech governance; acquired by Novartis
America West Holdings Corp.	Director	1998–2005	Airline governance; merged into US Airways
Del Monte Foods, Inc.	Director	1997–2002	Consumer foods governance
Alza Corporation	Director	1996–2001	Pharma governance; acquired by J&J

External Roles

Organization	Role	Tenure/Status
University of Denver	Chair Emerita, Board of Trustees	Ongoing affiliation
Smithsonian Institution	Citizen Regent, Board of Regents	Ongoing affiliation

Board Governance

Committee assignments (2024–2025 proxy slate): Compensation Committee Chair; Finance Committee Member. Expected post–June 11, 2025: Doug Steenland to become Compensation Chair; Vicente Reynal to chair Finance and replace O’Leary on Finance; O’Leary to join CGPR.
Independence: Board determined all directors and the new nominee are independent under AAL’s Governance Guidelines and Nasdaq standards, except the CEO (Robert Isom). O’Leary is independent.
Attendance and engagement: Board met 9 times in 2024 (4 executive sessions of independent directors). Each incumbent director attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting.
Stockholder engagement: In 2024–2025, AAL engaged with over 55% of its top 30 holders, ~40% of shares outstanding; feedback was shared with CGPR and Compensation Committees.
Governance practices: Independent chairman (Greg Smith), separate Chair/CEO roles, majority voting, proxy access, special meeting rights, stock ownership guidelines, and prohibition on hedging/pledging.

Fixed Compensation

Year	Fees Earned or Paid in Cash ($)	Stock Awards ($)	All Other Compensation ($)	Total ($)
2024	150,000	150,000 (12,908 RSUs; grant 6/5/2024; vests 6/5/2025)	16,888 (flight privileges $6,461; insurance premium $3,966; remainder not itemized)	316,888

Director compensation program elements (2024): $100,000 annual Board retainer; $15,000 per committee membership; $20,000 per non-Audit chair ($25,000 for Audit); annual director RSU grant of $150,000 (time-based; vest at next annual meeting or first anniversary). Independent Chairman receives an additional $200,000 RSU grant.
Travel benefits: Complimentary personal air travel and club status; directors receive tax reimbursements (gross-ups) on imputed income for flight privileges; lifetime travel benefits for service ≥ seven years (gross-ups not provided post-retirement). O’Leary’s itemized 2024 “All Other” shows flight privileges and insurance premium amounts.

Performance Compensation

As Compensation Committee Chair, O’Leary oversaw performance-linked executive pay structures in 2024 (STIP and LTIP). Key metrics and outcomes are provided for oversight context:

2024 STIP Metrics	Weight	Threshold	Target	Max	2024 Result
Safety education gate	Gate	91% unlocks plan	—	—	99.1% (unlocked)
Adjusted pre-tax income gate	Gate	$1.5B unlocks financial portion	—	—	$2.2B (unlocked)
Relative TRASM vs. Big 3 peers	14%	100.50%	102.50%	104.50%	102.23%
CASM (ex specials, fuel, profit sharing)	14%	13.49	13.29	13.09	13.42
Mainline workforce efficiency	14%	2.72	2.82	2.92	2.80
Mainline aircraft utilization	14%	10.03	10.16	10.29	10.07
Procurement savings ($M)	7%	70	80	100	174
Working capital ($M)	7%	175	200	225	344
Mainline CCF	12%	99.50%	99.70%	99.90%	99.86%
Regional CCF	5%	99.50%	99.70%	99.90%	99.95%
Mainline D-0	6%	61.30%	63.30%	65.30%	58.89%
Regional D-0	2%	71.00%	73.50%	76.00%	72.40%
Team member engagement	5%	91.00%	94.00%	98.00%	99.40%

2024 STIP payout outcome: 115.42% of target for eligible NEOs, based on weighted attainment (audited by a third-party internal audit consulting firm).
2024 LTIP performance metrics (3-year period 2024–2026): Relative EBITDAR margin gap improvement vs. Delta/United (90% weighting; threshold 33 bps, target 67 bps, max 100 bps), and average Net Promoter Score (10%; threshold 34, target 36, max 38).
2025 program change (responding to investor feedback): Time-vesting RSUs moved to 3-year ratable vesting (33.33% per year).

Other Directorships & Interlocks

Company	Board Status	Notes
Current public company boards	None disclosed	O’Leary’s biography lists past public boards only
Past boards and potential interlocks	Medtronic, Calpine, US Airways, Chiron, America West, Del Monte, Alza	No current supplier/customer/competitor interlocks disclosed

Independence review: Board annually reviews transactions/relationships; concluded independence for all non-management directors, including O’Leary. No related-party transactions requiring disclosure since Jan 1, 2024.

Expertise & Qualifications

Investment and financial leadership over four decades, including venture capital experience.
Extensive public company board tenure across multiple industries (airlines, energy, medical devices, consumer, pharma).
Compensation Committee leadership for AAL, overseeing executive pay, succession planning, consultant engagement (Korn Ferry; independence affirmed).

Equity Ownership

Holder	Shares Held Directly	RSUs Vesting ≤60 Days	Total Beneficial Ownership	% of Class	As-of
Denise O’Leary	127,872	12,908	140,780	<1%	Record date Apr 14, 2025; shares outstanding 659,512,341

Director stock ownership guidelines: Lesser of 5× cash retainer or 15,000 shares; five years to comply; all directors with applicable compliance dates exceed minimum (O’Leary’s 140,780 shares exceed minimum).
Hedging/pledging: Prohibited for directors and executives.

Governance Assessment

Committee leadership and refresh: O’Leary’s role as Compensation Chair indicates strong governance involvement; planned rotation to CGPR post–2025 meeting supports board refreshment and diversified oversight.
Pay-for-performance oversight: Robust linkage of executive pay to profitability, efficiency, operational reliability, and customer metrics; multi-year LTIP with relative EBITDAR and NPS and strengthened 2025 vesting design after investor feedback.
Stockholder feedback and say-on-pay: 2024 say-on-pay approval was ~76% of shares represented (82% of votes cast excluding abstentions), below decade average (>94%); company attributes this to non-recurring 2023 items not repeated in 2024. As Compensation Chair, O’Leary’s committee engaged with holders and adjusted program elements.
Independence and conflicts: Board affirmatively determined O’Leary’s independence; no related-party transactions reported; strict prohibitions on hedging/pledging reduce alignment risks.
Director benefits and optics: Director flight privileges include tax gross-ups on imputed income while serving, which some investors may view unfavorably; O’Leary’s 2024 “All Other” compensation includes flight privileges and legacy life-insurance contribution program premiums. Bold RED FLAG for optics on director gross-ups even if typical in airline industry.

RED FLAGS

Lower 2024 say-on-pay support (76%) versus historical norms, highlighting investor scrutiny of compensation decisions; requires vigilant engagement and program discipline.

Director travel benefit tax gross-ups may be viewed as shareholder-unfriendly by some governance frameworks, despite industry custom.

Positive signals

Clear board refresh and committee rotation plan; independent chairman; robust ownership guidelines; enhanced 2025 vesting design; strong performance metric rigor in STIP/LTIP.