Marty Nesbitt
American Airlines GroupAbout 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.