Doug Steenland

About Doug Steenland

Douglas M. Steenland (age 73) is an independent director of American Airlines Group Inc. (AAL) since 2020. He is Senior Advisor to The Blackstone Group and previously served as President (2001–2004) and CEO (2004–2008) of Northwest Airlines Corporation. He holds a BA in History from Calvin College and a JD from The George Washington University Law School. In 2024 he chaired AAL’s Finance Committee and was a member of the Compensation Committee; following the June 2025 Annual Meeting, he is expected to become Chair of the Compensation Committee. His credentials include airline leadership, finance, and regulatory expertise .

Past Roles

Organization	Role	Tenure	Committees/Impact
Northwest Airlines Corporation	President; Chief Executive Officer	2001–2004; 2004–2008	Led large network carrier through complex industry cycles
The Blackstone Group L.P.	Senior Advisor	2009–Present	Strategic advisory at global alternative asset manager
Verner Liipfert et al (now DLA Piper LLP)	Senior Partner	1984–1991	Legal/regulatory background

External Roles

Organization	Role	Tenure	Committee/Notes
Hilton Worldwide Holdings, Inc. (HLT)	Director; Audit Committee Chair	2010–Present	Audit oversight experience
American International Group, Inc. (AIG)	Director (past)	2009–2023	Board experience at global insurer
London Stock Exchange Group (LSEG)	Director (past)	2021–2023	Capital markets governance
Performance Food Group (PFGC)	Director (past)	2012–2019	Food distribution sector
Travelport LLC	Director (past)	2012–2019	Travel technology/GDS
Brookings Institution	Board of Trustees	—	Non-profit governance
Middle East Investment Initiative	Board Member	—	Non-profit governance

Board Governance

Committee assignments: Finance Committee Chair (2024) and Compensation Committee member (2024); committee meetings held in 2024 were Audit (7), Compensation (8), CGPR (5), Finance (5), Safety (4). Post-Annual Meeting 2025, Steenland is expected to become Chair of the Compensation Committee and cede Finance Chair to Vicente Reynal .
Independence: The Board determined in March 2025 that all directors (except the CEO) are independent under AAG’s guidelines and Nasdaq standards; it specifically reviewed ordinary-course transactions involving directors (including Steenland) and concluded they do not impair independent judgment .
Attendance and engagement: The Board held nine meetings in 2024 (four executive sessions), and each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
2025 shareholder vote support for Steenland: For 274,258,722; Against 5,793,677; Abstain 965,030; Broker non-votes 165,376,720—clear majority support under AAG’s majority voting policy .

Fixed Compensation

Component (2024)	Amount (USD)
Fees Earned or Paid in Cash	$150,000
Stock Awards (12,908 RSUs; grant-date fair value)	$150,000
All Other Compensation (primarily flight privileges and tax gross-ups)	$24,028
Total	$324,028

Fee schedule reference: Board annual retainer $100,000; committee membership retainer $15,000 per committee; committee chair retainer $25,000 (Audit) or $20,000 (Compensation, CGPR, Finance, Safety). Directors receive an annual RSU grant equal to $150,000 that vests at the next annual meeting. Directors are afforded flight privileges with tax gross-ups on imputed income; lifetime privileges may apply based on tenure .

Performance Compensation

Equity Grant (2024)	Grant Date	Shares/Units	Vesting	Notes
Time-based RSUs (Director grant)	June 5, 2024	12,908	Vests on June 5, 2025 (earlier of one year or next annual meeting)	Standard non-employee director equity; time-based, no performance metric

Directors’ RSUs are time-vesting only; there are no performance-vesting metrics for director compensation at AAL .

Other Directorships & Interlocks

Type	Entity	Overlap/Exposure	Assessment
Current public	Hilton (HLT)	Travel ecosystem partner	No disclosed related-party transactions; independence affirmed
Advisory	Blackstone	Broad investment footprint	Board reviewed ordinary-course transactions; no impairment of independence
Prior	AIG; LSEG; PFGC; Travelport	Financial markets, travel tech	Prior roles; no current related-party exposure at AAL

Expertise & Qualifications

Airline CEO experience and deep industry/regulatory knowledge (NW Airlines) .
Financial oversight (Hilton Audit Chair), capital markets, and strategic advisory experience (Blackstone) .
Legal training and regulatory background (JD, former law firm partner) .

Equity Ownership

Ownership as of April 14, 2025	Shares/Units	% of Class	Notes
Common stock held directly	29,736	<1%	Direct holdings (17)
RSUs vesting within 60 days	12,908	<1%	Director RSUs vesting by June 5, 2025 (17)
Total beneficially owned	42,644	<1%	As reported in proxy

Director stock ownership guidelines: Each non-employee director must hold the lesser of 5x annual cash retainer or 15,000 shares; directors with compliance dates before the proxy date exceed minimums .
Hedging/pledging: Company policy prohibits hedging and pledging of AAL stock by directors .

Governance Assessment

Strengths: Steenland brings proven airline leadership and financial oversight, currently chairs Finance and will chair Compensation—enhancing oversight of capital allocation and pay-for-performance alignment. The Board affirmed his independence after reviewing ordinary-course transactions, and he received strong shareholder support in 2025 voting .
Compensation oversight signals: As incoming Compensation Chair, he will lead a committee that uses an independent consultant (Korn Ferry), maintains robust stock ownership guidelines and clawback policy, and emphasizes performance-based incentives for executives (STIP and LTIP) .
Shareholder sentiment: 2025 say-on-pay passed (For 270,362,727; Against 9,362,771; Abstain 1,291,932), and the proposal to extend the Tax Benefit Preservation Plan was approved—supporting Board’s governance approach. The stockholder proposal to end participation in HRC’s Corporate Equality Index was decisively rejected—indicating alignment with Board’s disclosure and oversight practices .

Red Flags (monitor):

Tax gross-ups on director flight privileges (shareholder-unfriendly practice relative to broader governance trends, although common in airline industry) .
Advisory role at Blackstone implies broad financial relationships; Board’s independence review found no impairment, but continued monitoring of any new transactions with Blackstone-affiliated entities is prudent .

Appendix: Committee Snapshot (2024 and anticipated 2025)

2024: Finance Committee (Chair: Doug Steenland); Compensation Committee (Members: Denise O’Leary—Chair, Vicente Reynal, Doug Steenland, Howard Ungerleider) .
Post-2025 Annual Meeting: Doug Steenland expected to become Chair of Compensation; Vicente Reynal expected to chair Finance .

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