Devon May

About Devon May

Devon E. May is Executive Vice President and Chief Financial Officer of American Airlines Group (AAL) since January 2023 and age 50 as of April 2025, with prior leadership roles across finance, network strategy and operations since the US Airways/American merger in 2013 . Under AAL’s current leadership, 2024 results included record revenue of $54.2B, GAAP net income of $846M, free cash flow of $2.2B, $15B total debt reduction from peak (ahead of plan), and $10.3B in liquidity; these outcomes frame the performance context for executive pay and incentives he helps oversee . AAL’s pay-versus-performance disclosure shows the value of a $100 initial investment in AAL at $61.00 as of 2024 (peer airline index $60.99), highlighting stock performance dynamics during the period .

Past Roles

Organization	Role	Years	Strategic Impact
American Airlines Group	EVP & CFO	Jan 2023–Present	Oversees corporate finance and capital allocation during deleveraging and margin-improvement focus .
AAG	SVP, Finance & Investor Relations	2022	Led investor communications and finance during strategy transition .
AAG	SVP, Finance and American Eagle	2020–2022	Financial leadership across regional operations .
AAG	SVP, American Eagle & Operations Planning	2019–2020	Operations planning oversight supporting reliability initiatives .
AAG	SVP, Network Strategy	2017–2019	Network optimization to support revenue and margin goals .
AAG	SVP, Finance	2016–2017	Corporate finance leadership .
US Airways (pre‑merger)	Finance/FP&A roles	Pre‑2013	Integration into AAL in 2013 .
America West Airlines	Director, Alliances & Partnerships	2002–2005	Alliance development .
Continental Airlines	Sr. Analyst, International Route Planning	Pre‑2002	Network planning .

External Roles

Organization	Role	Years	Notes
—	—	—	No external public company directorships disclosed for May in AAL’s executive officer section .

Fixed Compensation

Metric	2023	2024
Base Salary ($)	738,075	775,000
Target Annual Bonus (% of Salary)	125%	125%
Actual STIP Payout ($)	2,340,912 (reflects timing of 2022 and 2023 STIPs per proxy footnote)	1,118,170 (115.42% of target)

Notes:

2024 STIP paid at 115.42% of target for all NEOs based on measured performance .
Executive perquisites include positive-space flight privileges with tax gross-up on imputed income; AAL states perquisite policy and gross-up practice for flight benefits in executive compensation disclosures .

Performance Compensation

2024 STIP Design and Results (Company-wide metrics)

Metric	Weight	Threshold	Target	Max	Actual
Safety Education (Plan Gate)	Gate	91% unlock	—	—	99.1% (unlocked)
Adjusted Pre‑Tax Income (Financial Gate)	Gate	$1.5B unlock	—	—	$2.2B (unlocked)
Relative AA TRASM % vs Big 3	14%	100.50%	102.50%	104.50%	102.23%
CASM ex (specials/fuel/profit sharing)	14%	13.49	13.29	13.09	13.42
Mainline Workforce Efficiency	14%	2.72	2.82	2.92	2.80
Mainline Aircraft Utilization	14%	10.03	10.16	10.29	10.07
Procurement Savings ($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 factor: 115.42% of target for NEOs (including May) based on the above results .

2024 LTIP Structure (RSUs; 50% performance/50% time-based)

Component	Weight	Performance Metric(s)	Targets	Performance Period	Vesting
Performance‑Vesting RSUs	50%	Relative EBITDAR margin gap improvement vs Delta/United (90%); Net Promoter Score (10%)	EBITDAR gap improvement: 33/67/100 bps for threshold/target/max; NPS: 34/36/38 for threshold/target/max	2024–2026	Cliff vest after 3 years, subject to performance
Time‑Vesting RSUs (2024 grants)	50%	—	—	—	66.66% on 1st anniversary and 33.33% on 2nd anniversary of grant; beginning 2025, time-vesting revised to one‑third annually over 3 years

AAL granted only RSUs (no options/SARs) to NEOs in 2024; no option repricing allowed without stockholder approval .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership (4/14/2025)	238,178 shares; includes 209,042 held directly and 29,136 RSUs vesting within 60 days; excludes 458,507 unvested RSUs not vesting within 60 days .
% of Shares Outstanding	Less than 1% (as denoted by proxy table) .
Outstanding RSUs at 12/31/2024 (select awards)	2024 time‑based RSUs: 100,850; 2024 performance RSUs (threshold shown): 50,425; 2023 time‑based RSUs: 29,343; 2023 performance RSUs: 128,540 (expected attainment mix disclosed) .
Ownership Guidelines	EVP multiple = 3x base salary OR fixed 47,917 shares; all executives currently exceed minimum guideline .
Hedging/Pledging	Prohibited for executives; no pledging of AAL shares allowed .
Dividends on Unvested Awards	Not paid before vesting .

Vesting supply considerations and potential selling windows:

2024 time‑based RSUs vest 66.66% on first anniversary of grant (e.g., for May’s 2/20/2024 grant, a significant tranche vested on 2/20/2025) and 33.33% on second anniversary (2/20/2026), subject to service; 2025 grants vest one‑third annually over 3 years, smoothing future supply .

Employment Terms

Provision	Key Terms
Severance (Involuntary Termination w/o Cause or for Good Reason)	18 months base salary + 1.5x target annual cash incentive; 18 months COBRA; continued vesting of outstanding equity for 18 months; officer travel benefits for 18 months; release required .
Change‑in‑Control	Double‑trigger: If terminated within 24 months of a CoC, equity vests (performance awards at greater of target or expected attainment) .
Non‑Compete / Non‑Solicit	Non‑compete: 18 months; Non‑solicit: 24 months post‑termination (applies irrespective of severance receipt) .
Clawback	SEC/Nasdaq‑compliant clawback adopted Oct 2023; recovery of erroneously awarded incentive comp; committee may seek broader recovery under STIP/LTIP as circumstances warrant .
Perquisites	Positive‑space flight privileges for officers (and certain lifetime travel benefits for May); AAL covers related tax gross‑up on imputed income during employment; lounge/status access .
No Excise Tax Gross‑Ups	No 280G/4999 excise tax gross‑ups on change‑in‑control .
Illustrative Termination Economics (as of 12/31/2024)	Involuntary termination: base salary $1,162,500; annual incentive $1,453,125; COBRA $48,015; RSU acceleration value $5,017,548; flight privilege PV $391,190. Involuntary termination + CoC: RSU acceleration $6,755,363 (all values per proxy methodology) .

Compensation Structure Analysis

Equity-heavy, pay‑for‑performance: 2024 NEO LTIP is 50% performance‑based with three‑year measurement (relative EBITDAR margin gap and NPS), aligning to AAL’s strategy to close margin gap vs network peers; time‑based RSUs constitute the remainder .
STIP increasingly focused on profitability/efficiency: Financial weighting raised to 70% in 2024 with detailed TRASM, CASM ex, utilization, workforce efficiency, procurement and working capital measures; operational reliability (25%) and engagement (5%) complement profitability focus .
Governance/protections: 1‑year minimum vesting, no hedging/pledging, no option repricing, no executive retirement plans, clawback in place .

Say‑on‑Pay & Shareholder Feedback

2024 say‑on‑pay approval: ~76% of shares present and 82% of votes cast (ex‑abstentions); lower than historical (~94% avg) due to non‑recurring 2023 elements; 2025 investor engagement highlighted program evolution (e.g., 2025 time‑vesting extended to 3 years) .

Related Party Transactions and Red Flags

No related party transactions since January 1, 2024 requiring disclosure .
Prohibitions/guardrails: Hedging/pledging banned; no excise tax gross‑ups; no option repricing without stockholder approval; clawback policy in effect .

Investment Implications

Alignment: May’s meaningful unvested RSU portfolio and compliance with 3x salary ownership guideline support alignment; hedging/pledging bans reduce misalignment risk .
Retention and overhang: 18‑month non‑compete and severance economics provide retention stability; 2024 and 2025 RSU schedules imply predictable vesting-driven supply, with significant first/second‑anniversary tranches from 2024 grants and smoothed three‑year tranches for 2025 grants .
Pay‑performance linkage: STIP and LTIP are tightly tied to profitability, efficiency, reliability, relative margin improvement and NPS, reinforcing execution on margin gap closure and customer experience—key stock drivers for AAL .
Governance risk: 2024 say‑on‑pay softness (76%) stemmed from non‑recurring 2023 awards; the committee adjusted 2025 vesting to address investor feedback—reducing future controversy risk while maintaining competitiveness .

Sources: AAL 2025 DEF 14A Proxy Statement (all bracketed citations).