Greg Smith

About Greg Smith

Gregory D. Smith (age 58) is Independent Chairman of American Airlines Group’s Board, serving as Independent Chairman since April 30, 2023 and as a director since 2022, with three decades of aerospace and finance leadership including CFO and EVP roles at Boeing and VP Investor Relations at Raytheon . He is currently Co‑Founder and CEO of G2 Equity Partners (aerospace and defense private equity) and a director of Intel Corporation; his education includes a BS in Business (Kennedy Western University) and executive programs at Harvard and Wharton . The Board has affirmatively determined he is independent under Nasdaq standards, considering his prior Boeing role and concluding it does not impair his independence .

Past Roles

External Roles

Board Governance

• Role and independence: Independent Chairman since April 30, 2023; Board leadership structure separates Chair and CEO to enhance oversight; independence affirmed in March 2025 with specific review of prior Boeing role .
• Committee assignments: Not listed as a member of the Audit, Compensation, Corporate Governance & Public Responsibility (CGPR), Finance, or Safety Committees in 2024; committee chairs and members were: Audit (Hart—Chair; Cahill; Nesbitt; Ungerleider), Compensation (O’Leary—Chair; Reynal; Steenland; Ungerleider), CGPR (Nesbitt—Chair; Brown; Kronick; Reynal), Finance (Steenland—Chair; Cahill; Embler; O’Leary), Safety (Brown—Chair; Embler; Hart; Kronick) .
• Attendance and engagement: The Board met nine times in 2024 with four executive sessions of independent directors; each incumbent director attended at least 75% of combined Board and committee meetings, and all directors attended the 2024 annual meeting . Smith participated in select shareholder engagement meetings in 2024–2025 as Independent Chairman .
• Stockholder rights and governance practices include majority voting for directors, proxy access, right to call special meetings, independent committees, and regular Board/committee evaluations .

Fixed Compensation (Director, 2024)

• Program design: Non‑employee directors receive a $100,000 Board retainer; $15,000 per committee membership; $25,000 for Audit Chair and $20,000 for other committee chairs; annual RSUs of $150,000; Independent Chairman receives an additional $200,000 in RSUs . Directors receive flight benefits and a tax gross‑up for imputed income related to those benefits; flight benefits may continue post‑service based on tenure; tickets to certain events may be available at no incremental cost to the company .

Performance Compensation (Director Equity Detail)

Directors do not receive performance‑vesting awards; equity is time‑based RSUs that vest on the earlier of the first anniversary of grant or the next annual meeting, subject to continued service .

Other Directorships & Interlocks

• Current public boards: Intel Corporation (2017–Present) .
• Potential interlocks/conflicts: The Board expressly reviewed Smith’s prior employment as Boeing CFO given Boeing’s status as a significant commercial partner to AAL and determined this past relationship does not impair his independence as Independent Chairman .
• Related‑party transactions: The company reports no related person transactions requiring disclosure since January 1, 2024; the Audit Committee reviews significant conflicts and related party transactions .

Expertise & Qualifications

• Finance and capital markets: Former Boeing CFO and Raytheon VP IR; extensive experience in financial strategy, capital allocation, and risk management for complex, capital‑intensive industries .
• Operations and supply chain: Oversight of enterprise operations, manufacturing, and quality programs at Boeing; relevant to airline operating and safety oversight .
• Technology and IT/risk: Background includes information technology oversight and regulatory affairs experience; contributes to board risk oversight in areas including cybersecurity and digital initiatives .
• Education: BS, Business (Kennedy Western University); Executive Education at Harvard and Wharton .

Equity Ownership

• Ownership guidelines: Non‑employee directors must hold the lesser of 5x annual cash retainer or 15,000 shares; directors have five years to comply; the proxy states directors with a compliance date before the proxy date exceed minimums .
• Hedging/pledging: Company policy prohibits directors and officers from hedging or pledging company stock .

Governance Assessment

• Board effectiveness: Independent Chair structure with Smith enhances oversight and separation from management; independence confirmed despite prior Boeing role; active in investor engagements, aligning with best practice .
• Committees: Smith does not sit on standing committees, focusing on broader Board leadership and governance; committee composition includes multiple “audit committee financial experts,” supporting robust oversight .
• Independence/attendance: All directors met or exceeded 75% meeting attendance in 2024; four executive sessions indicate active independent director dialogue .
• Alignment and pay mix: Director pay leans toward equity ($350k in RSUs vs $100k cash), aligning with shareholders; time‑based vesting reflects standard director practices (no performance metrics for directors) .
• Potential conflicts and related‑party exposure: No related‑party transactions disclosed; Board reviewed and cleared prior Boeing relationship; prohibition on hedging/pledging reduces alignment risks .
• Red flags: Director perquisite policy includes flight benefits and tax gross‑ups for the imputed income on those benefits, which some investors view unfavorably; the policy remains in place, though Smith’s 2024 breakout shows no tax gross‑up amount attributed to him specifically .

Overall, Smith’s finance and operations background, independent chair role, and investor engagement are positives for board oversight; limited committee assignments reflect focus on chair duties; perquisite tax gross‑ups for directors remain a shareholder‑unfriendly feature to monitor during engagement .