Howard Ungerleider

About Howard Ungerleider

Howard Ungerleider (age 56) is an independent director of American Airlines Group Inc. (AAL) since 2024, serving on the Audit and Compensation Committees. He is an Operating Advisor to Clayton, Dubilier & Rice and was formerly President and Chief Financial Officer of Dow Inc.; he holds a BBA in Marketing from the University of Texas at Austin and an MBA from UCLA. The Board has affirmatively determined his independence under Nasdaq and AAL’s Governance Guidelines, and he is classified as an audit committee financial expert.

Past Roles

Organization	Role	Tenure	Committees/Impact
Clayton, Dubilier & Rice	Operating Advisor	2024–Present	Private equity operating advisory experience supporting portfolio value creation
Dow Inc.	President and Chief Financial Officer	2019–2023	Led global finance; investor relations; transformation and digital innovation
DowDuPont	Chief Financial Officer	2017–2019	Oversaw combined entity finance during separation and integration phases
Dow Inc.	Vice Chairman and Chief Financial Officer	2014–2017	Strategic finance leadership and capital allocation
Dow Inc.	Executive Vice President, Advanced Materials	2012–2014	P&L and operations leadership in materials portfolio

External Roles

Organization	Role	Tenure	Notes
Kyndryl Holdings Inc. (NYSE: KD)	Director	2021–Present	Current public company directorship
Shintech	Board Member	Not disclosed	Industrial supplier; ordinary-course commercial relationship referenced by AAL
Ravago	Board Member	Not disclosed	Industrial supplier; ordinary-course commercial relationship referenced by AAL
Michigan Baseball Foundation	Board Member	Not disclosed	Nonprofit/affiliation
Gerstacker Foundation	Board Member	Not disclosed	Nonprofit/affiliation

Board Governance

Committee assignments: Audit Committee (member) and Compensation Committee (member); not a chair. The Audit Committee met 7 times in 2024 (all members designated “audit committee financial experts”), and the Compensation Committee met 8 times in 2024.
Independence status: Board determined all directors (other than the CEO) are independent under AAL’s Governance Guidelines and Nasdaq standards; Ungerleider is independent.
Interlocks/transactions: Board reviewed ordinary-course transactions involving companies where Kronick, Steenland, and Ungerleider serve on boards/advisory roles; none exceeded the greater of 5% of recipient revenues or $200,000 and were deemed not to impair independence.
Attendance: In 2024, each incumbent director attended at least 75% of the aggregate number of Board and committee meetings on which they served; the Board held nine meetings (four executive sessions).

Fixed Compensation

Component	2024 Amount (USD)	Notes
Fees Earned or Paid in Cash	$32,500	Prorated annual retainer/committee fees (joined mid-2024)
All Other Compensation	$6,316	Flight privileges and related tax reimbursements (valued at imputed taxable income)

Performance Compensation

Award Type	Grant Date	Shares	Grant-Date Fair Value (USD)	Vesting Schedule
RSU (Initial Director Grant)	July 30, 2024	11,839	$127,000	Vests June 5, 2025, subject to continued service

No option awards or performance-vesting equity disclosed for non-employee directors in 2024; director equity grants are time-based and subject to minimum vesting requirements under AAL’s equity plan.

Other Directorships & Interlocks

Company	Relationship to AAL	Independence/Conflict Assessment
Kyndryl Holdings (KD)	Unrelated to AAL’s core procurement	Independent director; no impairment cited
Shintech; Ravago	Ordinary-course transactions with AAL (goods/services other than air transportation)	Transactions below materiality thresholds; Board concluded no independence impairment

Expertise & Qualifications

Financial leadership and reporting: Former President/CFO of a Fortune 100 company; deep experience in investor relations, M&A, P&L management, and transformative strategies.
Audit committee financial expert designation; financial management expertise aligned with Nasdaq requirements.
Technology and digital innovation focus in prior roles; advisory role at CD&R adds capital markets and value-creation perspective.

Equity Ownership

Holder	Beneficial Ownership (Shares)	Composition	% of Class
Howard Ungerleider	11,839	Unvested RSUs vesting within 60 days of April 14, 2025	<1%

Shares outstanding (record date): 659,512,341.
As of Dec 31, 2024, held 11,839 RSUs; no other outstanding equity awards disclosed.

Governance Assessment

Strengths: Independent director with CFO-level experience; serves on Audit and Compensation Committees and is designated an audit committee financial expert—supports rigorous oversight of financial reporting, risk, and pay practices. Equity-based compensation aligns director interests with shareholders; AAL maintains robust stock ownership guidelines and prohibits hedging/pledging.
Engagement and attendance: Board-level disclosure indicates strong engagement norms and at least 75% attendance among incumbents; Board held nine meetings with executive sessions, signaling active oversight.
Potential conflicts and mitigation: External board/advisory roles include entities with ordinary-course transactions with AAL; Board’s annual independence review concluded no impairment, with transactions below materiality thresholds (greater of 5% of revenues or $200,000), reducing related-party risk.
Compensation signals: 2024 director pay split between cash ($32,500) and time-vested RSUs ($127,000) reflects alignment without performance-based director equity; flight privileges are disclosed and tax-adjusted, with values reported as imputed taxable income.
RED FLAGS: None disclosed specific to Ungerleider regarding low attendance, hedging/pledging, tax gross-ups, option repricing, or related-party transactions beyond immaterial ordinary-course activities reviewed by the Board.