Marty Nesbitt

About Marty Nesbitt

Independent director since 2015 (age 62), Marty H. Nesbitt is Co-CEO of The Vistria Group and former President & CEO of TPS Parking Management. He holds a BA in Economics & Accounting from Albion College and an MBA in Finance from the University of Chicago. At AAL, he chairs the Corporate Governance & Public Responsibility (CGPR) Committee and serves on the Audit Committee; the Board has affirmatively determined he is independent under Nasdaq and AAL guidelines. In 2024, the Board met nine times (four executive sessions); each incumbent director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting.

Past Roles

Organization	Role	Tenure	Committees/Impact
The Vistria Group, LLC	Co-Chief Executive Officer	2013–Present	Investment leadership; governance and capital strategy insights for AAL
TPS Parking Management LLC	President & Chief Executive Officer	1996–2012	Operational leadership; value-creation background supporting AAL board oversight

External Roles

Organization	Role	Tenure	Committees/Impact
Chewy, Inc. (NYSE: CHWY)	Director	2020–Present	Public company board service; consumer/e-commerce insight
CenterPoint Energy Inc. (NYSE: CNP)	Director (former)	2018–2024	Energy infrastructure oversight experience
Jones Lang LaSalle Inc. (NYSE: JLL)	Director (former)	2011–2021	Real-estate services governance
Norfolk Southern Corp. (NYSE: NSC)	Director (former)	2013–2018	Transportation/logistics risk and operations perspective
Pebblebrook Hotel Trust (NYSE: PEB)	Director (former)	2009–2010	Hospitality asset oversight
Barack Obama Foundation	Chairman	—	Nonprofit governance leadership
Museum of Contemporary Art Chicago	Trustee	—	Community/arts stewardship

Board Governance

Committee leadership: CGPR Committee Chair; Audit Committee member. CGPR responsibilities include director nominations, governance policy, sustainability oversight, stockholder engagement, and oversight of lobbying/political activity. Audit responsibilities include financial controls, auditor oversight, cybersecurity/AI/data privacy, and review of conflicts/related-party transactions.
Independence: Board determined all directors (and the 2025 nominee) are independent except the CEO; independence review includes commercial relationship screens and auditor relationships.
Attendance/engagement: Board held nine meetings in 2024 (four executive sessions of independent directors); each incumbent director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 annual meeting.
Stockholder engagement: AAL engaged with over 55% of top 30 holders representing ~40% of shares in 2024–2025; feedback routed to CGPR and Compensation Committees and discussed with the full Board.

Fixed Compensation

Component	Policy/Rate	2024 Amount (USD)
Board annual cash retainer	$100,000	$100,000
Committee membership retainers	$15,000 per committee	$30,000 (Audit + CGPR)
Committee chair retainer	$20,000 (non-Audit chairs)	$20,000 (CGPR Chair)
Fees Earned (cash total)	Sum of above	$150,000
Flight privileges (in-year value)	Complimentary travel benefits	$20,333
Tax gross-up on flight privileges	Gross-up provided for imputed income	$20,333
All Other Compensation	Flight privileges + gross-up	$40,666
Total 2024 Director Compensation	Cash + Stock + Other	$340,666

Notes:

Directors are provided flight benefits (including Admirals Club® and ConciergeKeySM status) and receive tax gross-ups on the imputed income. Lifetime flight privileges apply upon retirement after ≥7 years of Board service; Nesbitt’s tenure since 2015 indicates eligibility upon retirement.
No excise tax gross-ups for change-in-control (executive policy); director travel gross-ups are separate and disclosed above.

Performance Compensation

Award Type	Grant Date	Shares/Units	Grant Date Fair Value	Vesting Terms
RSUs (annual grant)	June 5, 2024	12,908	$150,000	Vest June 5, 2025 (time-based; service required)
Dividends on unvested awards	N/A	N/A	N/A	No dividends paid on unvested awards

Directors do not receive options or performance-vesting equity; RSUs are time-based only (no director-specific performance metrics).

Other Directorships & Interlocks

Current public company directorships: Chewy (CHWY).
Past public boards: CNP, JLL, NSC, PEB.
Independence review: Board screens ordinary-course transactions of companies where directors serve; none disclosed as impairing independence for Nesbitt.
Related-party transactions: None reportable since Jan 1, 2024.

Expertise & Qualifications

Finance and investment leadership from private equity (Vistria); prior operating CEO experience (TPS Parking).
Governance leadership as CGPR Chair; experience across public boards in consumer, energy, real estate, transportation.
Education: BA Economics & Accounting (Albion College); MBA Finance (University of Chicago).

Equity Ownership

Holder	Shares Held Directly	RSUs Vesting ≤60 Days	Total Beneficial Ownership	% of Class
Marty Nesbitt	52,583	12,908	65,491	<1%

Stock ownership guidelines: Directors must hold the lesser of 5x cash retainer or 15,000 shares; directors with compliance dates before the proxy exceed minimums. Nesbitt’s holdings exceed guideline minimum. Hedging and pledging of AAL stock are prohibited.

Governance Assessment

Strengths: Independent status; leadership of CGPR Committee overseeing governance, sustainability, stockholder engagement, and political activity; service on Audit Committee supports financial oversight, cybersecurity/AI and data privacy risk governance. Attendance and annual meeting participation meet Board expectations; active stockholder engagement program links feedback to Board decisions.
Alignment: Balanced director pay mix (cash $150k; equity $150k; RSUs with one-year vesting) and ownership above guideline minimums support alignment; no options or performance-vesting equity for directors reduces risk of short-termism.
Potential red flags/optics: Tax gross-ups on flight privileges (and lifetime flight benefits after ≥7 years upon retirement) can be viewed as shareholder-unfriendly; however, these are customary in airline director programs and fully disclosed. No related-party transactions disclosed for Nesbitt; hedging/pledging prohibited.
Board context: 2024 say-on-pay approval was 76% (82% of votes cast excluding abstentions), below historical averages; Board attributes this to non-recurring 2023 elements and conducted extensive engagement to address feedback. As CGPR Chair, Nesbitt is positioned to influence governance and engagement responses.