Katie Farmer

About Kathryn (Katie) Farmer

Kathryn (Katie) Farmer, 55, is President and Chief Executive Officer of BNSF Railway and is nominated as an independent director to AAL’s board in 2025. She holds a BBA and MBA from Texas Christian University and brings 30+ years of transportation and operations leadership. If elected, she will join AAL’s Finance and Safety Committees; the Board has affirmed her independence under Nasdaq and AAL’s Governance Guidelines .

Past Roles

Organization	Role	Tenure	Committees/Impact
BNSF Railway	President & Chief Executive Officer	2021–Present	Oversees entire company and operations
BNSF Railway	Chief Operations Officer	2018–2021	Senior operations leadership (company biography)

External Roles

Organization	Role	Tenure/Notes
Fort Worth Economic Development Partnership	Board Member	Current
Texas Christian University	Board of Trustees	Current
American Heart Association – Southwest Region	Board Member	Current

Board Governance

Committee assignments: Expected member of Finance and Safety Committees upon election, replacing retiring director Michael Embler .
Independence: Board determined all directors and the new director nominee are independent except the CEO; Farmer is independent .
Board leadership: Independent Chairman (Greg Smith) and separate CEO roles; independent directors meet in executive session .
Attendance and engagement: Board held 9 meetings in 2024 (4 executive sessions); all incumbents met 75%+ attendance. Farmer is a 2025 nominee (attendance N/A) .
Years of service on AAL board: Director nominee in 2025 (first term if elected) .

Fixed Compensation

AAL’s non-employee director compensation structure (Farmer will be subject to these terms if elected):

Component	Detail	Source
Annual Board retainer (cash)	$100,000
Committee membership fee (cash)	$15,000 per Audit, Compensation, CGPR, Finance, Safety committee
Committee chair fee (cash)	$25,000 Audit Chair; $20,000 other committee Chairs
Annual equity grant (RSUs)	12,908 RSUs; grant date fair value $150,000; vests on first anniversary or next annual meeting
Additional RSUs for Independent Chairman	+17,211 RSUs; $200,000 grant date fair value; same vesting
Travel benefits	Complimentary personal air travel, Admirals Club, ConciergeKey status; 12 round-trip or 24 one-way passes/year for family/friends
Tax treatment	Company provides tax gross-up on imputed income for director flight benefits
Post-service travel	Lifetime travel benefits if ≥7 years of service; 5 years if >2 and <7 years; no tax gross-up post-service

Performance Compensation

Directors receive time-vesting RSUs; there are no performance-based metrics tied to director equity awards (performance metrics apply to executive officers’ LTIP/STIP, not directors) .

Metric	Applies to Directors?	Notes
Performance-vesting RSUs	No	Director RSUs are time-based; performance metrics (EBITDAR margin gap, NPS) apply to executive LTIP

Other Directorships & Interlocks

Category	Current	Notes
Public company boards	None listed in proxy biography	No public company directorships disclosed for Farmer
Private/non-profit boards	TCU Board of Trustees; AHA Southwest Region; Fort Worth EDP	Governance and civic roles noted above

Related party transactions: AAL reports no related person transactions requiring disclosure since Jan 1, 2024 (covers directors, nominees, executive officers, 5% holders) .
Independence screening: Board reviewed potential ordinary-course relationships for other directors; Farmer was not flagged in those examples; Board concluded independence .

Expertise & Qualifications

Transportation operations, capacity planning, safety and governance experience from railroading leadership .
Executive leadership and operations expertise aligned with AAL’s Finance and Safety Committee mandates .

Equity Ownership

Holder	Shares Beneficially Owned	% of Class	Notes
Kathryn Farmer (Director nominee)	0	<1%	As of April 14, 2025; no RSUs vesting within 60 days disclosed

Director stock ownership guidelines: Must hold the lesser of 5× annual cash retainer or 15,000 shares; directors have 5 years from becoming a director to comply; until meeting the guideline, sales of vested shares are restricted to ≤50% of such shares .
Hedging/pledging: Prohibited by company policy for directors and officers .

Governance Assessment

Strengths: Independent CEO of a major transportation operator; deep operations and safety experience; expected placement on Finance and Safety aligns with skill set; strengthens board refreshment and succession planning .
Ownership alignment: Strong director ownership guidelines (5× cash retainer or 15k shares) with a five-year compliance window; Farmer currently holds 0 shares as a 2025 nominee, with expected RSU grants providing initial alignment .
Compensation structure: Balanced cash retainer plus standardized RSU grant; clear vesting cadence; independent chair receives incremental RSUs; no meeting fees; transparent disclosures .
Potential conflicts: No related party transactions disclosed; independence affirmed; biography lists no public company interlocks; Board reviews independence annually .
Attendance and engagement: Board met 9 times in 2024 with executive sessions; incumbent directors met attendance thresholds; Farmer’s attendance will be tracked post-election .
RED FLAGS
- Director travel tax gross-ups: AAL provides tax gross-ups on imputed income for director flight privileges, which many investors view as shareholder-unfriendly, albeit common in airline industry .
- Lower say-on-pay in 2024: Company’s executive “say-on-pay” support dropped to ~76% (82% of votes cast excluding abstentions) due to prior-year non-recurring items; Board engaged and adjusted program design—contextual governance signal to monitor .
Overall implication: Farmer’s operations and safety background should enhance committee effectiveness and risk oversight in safety and capital allocation. Monitor her equity accumulation against AAL’s guidelines and any changes to director perquisites, as travel gross-ups can draw governance scrutiny .