John Cahill

About John T. Cahill

Independent director of American Airlines Group since 2013; age 67. Vice Chairman of The Kraft Heinz Company, former Chairman & CEO of Kraft Foods Group, and former CEO of Pepsi Bottling Group. Education: BA in Economics, Harvard University; MBA, Harvard University. Board service emphasizes financial and consumer products expertise, brand building, operational excellence, and governance perspective .

Past Roles

External Roles

Board Governance

• Independence: Listed as an independent director; Director since 2013 .
• Committee assignments: Audit Committee (member); Finance Committee (member). Audit Committee met 7 times in 2024; Finance Committee met 5 times .
• Audit Committee financial expert: Board determined each Audit Committee member, including Cahill, is an “audit committee financial expert” under SEC rules and meets Nasdaq financial expertise standards .
• Attendance: The Board held 9 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings; four meetings included executive sessions of independent directors; all directors attended the 2024 Annual Meeting .
• Board structure: Independent Chairman role separated from CEO (Greg Smith appointed effective April 30, 2023) .

Fixed Compensation

Perquisites detail (2024):

Notes:

• RSUs to non-employee directors vest on the earlier of the first anniversary of grant or the next annual meeting, subject to continued service .
• Independent Chairman receives an additional annual RSU grant ($200,000 fair value); not applicable to Cahill .

Performance Compensation

Directors receive time-based RSUs; no performance-conditioned awards are disclosed for directors.

Other Directorships & Interlocks

AAL policy: Audit Committee reviews and approves all significant conflicts and related-party transactions; none required to be reported since Jan 1, 2024 .

Expertise & Qualifications

• Financial leadership and audit expertise: Recognized “audit committee financial expert”; deep financial management background (CEO/Chair/CFO roles) .
• Consumer goods and brand management: Long tenure across KHC, Kraft, Pepsi Bottling Group .
• Governance and strategic oversight: Multiple public boards; contributes corporate governance, consumer trends, and business development insights .
• Education: BA Economics (Harvard), MBA (Harvard) .

Equity Ownership

Ownership alignment:

• Director stock ownership guidelines: Minimum holding equal to the lesser of 5x annual cash retainer or 15,000 shares; five-year compliance window; restriction on selling >50% of shares acquired via equity until guideline met. Each director with a compliance date before the proxy exceeds the minimum .

Insider trades and changes (recent):

Governance Assessment

• Strengths

  • Audit Committee financial expertise; member of key committees (Audit, Finance), indicating deep involvement in financial oversight and capital structure .
  • Independence affirmed; long-standing service provides institutional knowledge balanced by ongoing board refreshment and independent chair structure .
  • Attendance: Board and committees met regularly, with independent executive sessions; incumbents (including Cahill) met ≥75% attendance threshold; annual meeting attendance was 100% .
  • Ownership alignment: Robust director ownership guidelines with compliance achieved; time-based RSUs align with shareholder value without short-term incentives .

• Cautions / Red Flags

  • Tax gross-ups on director flight privileges (e.g., Cahill received $11,835 tax reimbursement in 2024) may be viewed as shareholder-unfriendly perquisite practice, even though change-in-control excise tax gross-ups are prohibited for executives .
  • Multiple external public directorships (ADSK, KHC, CL) increase time commitments; however, no related-party transactions were disclosed and committees monitor conflicts .

• Signals

  • Committee workloads (Audit: 7 meetings; Finance: 5 meetings) and independent executive sessions suggest active oversight culture .
  • Stockholder engagement program and Independent Chairman engagement with investors indicate responsive governance practices informing committee work (CGPR/Compensation) .

Board Governance (Committee Reference)

Director Compensation (Summary – 2024)

Other Directorships & Interlocks

Expertise & Qualifications

• Financial and operational leadership across Fortune 500 consumer companies; board-level governance and strategic insight .
• SEC-defined audit committee financial expert; meets Nasdaq financial expertise standards .
• Harvard BA Economics; Harvard MBA .

Equity Ownership

Ownership policy compliance: Directors must hold the lesser of 5x cash retainer or 15,000 shares; directors with a compliance date before the proxy exceeded guidelines .

Governance Assessment (Investor Implications)

• Board effectiveness: Active financial oversight through Audit/Finance roles, plus confirmed financial expertise, supports investor confidence in reporting quality, capital allocation, and risk controls .
• Alignment: Equity grants are time-based RSUs; stock ownership guidelines enforced; beneficial ownership is meaningful with trust structures disclosed; no pledging or related-party transactions disclosed for directors .
• Watch items: Perquisite tax gross-ups on flight privileges persist; monitor workload across external boards and any future committee reassignments post-annual meeting for potential dilution of focus .