Matt Hart

About Matt Hart

Independent director since 2013; age 73; BA in Economics & Sociology from Vanderbilt University and MBA from Columbia University. Former President and COO of Hilton Hotels and former EVP & CFO of Hilton; prior finance roles include SVP & Treasurer at The Walt Disney Company . Serves as Audit Committee Chair and Safety Committee member; designated as an “audit committee financial expert” by AAL .

Past Roles

Organization	Role	Tenure	Committees/Impact
Hilton Hotels Corporation	President & Chief Operating Officer	2004–2007	Led operations and financial strategy for global hospitality company
Hilton Hotels Corporation	Executive Vice President & Chief Financial Officer	1996–2004	Financial reporting, capital markets, governance oversight
The Walt Disney Company	Senior Vice President & Treasurer	1995–1996	Corporate finance and treasury leadership

External Roles

Organization	Role	Tenure	Committees/Impact
AMH (American Homes 4 Rent)	Director	2012–Present	Real estate finance and audit oversight
Air Lease Corporation	Director	2010–Present	Aviation leasing risk, capital allocation, industry expertise
Heal the Bay	Board Member	Not disclosed	Environmental governance and community outreach
Conrad Hilton Foundation	Board Member	Not disclosed	Philanthropy governance

Board Governance

Committee assignments: Audit Committee (Chair) and Safety Committee (Member) .
Independence: Board annually affirmed Hart’s independence under AAL guidelines and Nasdaq standards (all directors except the CEO deemed independent) .
Attendance: Board held 9 meetings in 2024 (4 executive sessions of independent directors); each incumbent director attended at least 75% of Board and applicable committee meetings .
Annual meeting: All directors attended the 2024 annual meeting .
Evaluation: Board and committees conduct annual self-assessments; leadership interviews to identify improvements (agenda focus, calendar transparency, management communication, refreshment planning) .
Safety oversight: Safety Committee oversees operational safety, compliance, and public health; Board receives regular safety KPI updates .
Governance practices include independent chair, majority voting, proxy access, special meeting rights, and robust stock ownership guidelines .

Fixed Compensation

Category	2024 Amount ($)	Notes
Fees Earned or Paid in Cash	155,000	Board retainer plus committee memberships and Audit Chair fee
Stock Awards (RSUs grant-date fair value)	150,000	Annual director RSUs; 12,908 units granted on 6/5/2024, vesting on 6/5/2025
All Other Compensation	26,242	Flight privileges and legacy charitable program insurance premiums
Total	331,242	Sum of cash fees, stock awards, and other compensation

Compensation structure (policy):

Board annual cash retainer: $100,000 .
Committee member fee: $15,000 per committee; Chair fees: $25,000 (Audit), $20,000 (Compensation, CGPR, Finance, Safety) .
Annual RSU grant: $150,000 in RSUs vesting by the next annual meeting; additional $200,000 RSUs for the Independent Chairman (not applicable to Hart) .

Performance Compensation

Director equity is time-vested RSUs; no director-specific performance metrics. Board-directly overseen executive pay-for-performance metrics below illustrate governance of incentive design.

2024 director equity grant details:

Grant Date	Award Type	Units	Fair Value ($)	Vesting
6/5/2024	Time-vested RSUs	12,908	150,000	Vest in full on 6/5/2025 (earlier of 1-year or next annual meeting)

Company STIP (short-term incentive) metrics overseen by the Board in 2024:

Metrics	Weighting	Threshold (50%)	Target (100%)	Maximum (200%)	Performance Result
Safety Education (Plan Gate)	—	91%	—	—	99.1%
Adjusted Pre-tax Income (Financial Gate)	—	$1.5B	—	—	$2.2B
Relative AA TRASM vs. Big 3 peers	14%	100.50%	102.50%	104.50%	102.23%
CASM ex. special items, fuel, profit sharing	14%	13.49	13.29	13.09	13.42
Mainline Workforce Efficiency	14%	2.72	2.82	2.92	2.80
Mainline Aircraft Utilization	14%	10.03	10.16	10.29	10.07
Procurement Savings ($)	7%	$70M	$80M	$100M	$174M
Working Capital ($)	7%	$175M	$200M	$225M	$344M
Mainline CCF	12%	99.50%	99.70%	99.90%	99.86%
Regional CCF	5%	99.50%	99.70%	99.90%	99.95%
Mainline D-0 On-time Departures	6%	61.30%	63.30%	65.30%	58.89%
Regional D-0 On-time Departures	2%	71.00%	73.50%	76.00%	72.40%
Team Member Engagement	5%	91.00%	94.00%	98.00%	99.40%

Outcome: STIP paid 115.42% of target to eligible NEOs; metrics audited by third-party internal audit consultant .

Company LTIP (long-term incentive) performance components:

Measure	Weight	Goal Structure
Relative EBITDAR margin gap improvement vs. Delta/United	90%	3-year period (2024–2026) vs. 2023 baseline; threshold 33 bps, target 67 bps, max 100 bps
Net Promoter Score (Avg. 2024–2026)	10%	Threshold 34, target 36, max 38

Other Directorships & Interlocks

Company	Role	Since	Potential Interlock / Notes
AMH (NYSE: AMH)	Director	2012	Residential REIT; no related-party transactions disclosed by AAL
Air Lease (NYSE: AL)	Director	2010	Aircraft leasing; AAL disclosed no related-party transactions since Jan 1, 2024; Board independence review did not flag Hart

Expertise & Qualifications

Financial expert: Audit Committee identifies all members (including Hart) as “audit committee financial experts” per SEC rules .
Deep finance and operations credentials from Hilton CFO/COO roles and Disney treasury leadership .
Industry experience across hospitality, travel, and aviation; current governance roles at AMH and Air Lease .
Education: BA (Vanderbilt); MBA (Columbia) .

Equity Ownership

Ownership Item	Amount	Notes
Shares held directly	76,424	As of April 14, 2025
RSUs vesting within 60 days	12,908	Director RSUs vesting on/around June 5, 2025
Total beneficial ownership	89,332	Sum of direct and RSUs vesting within 60 days
Percent of class	<1%	Company reports each director’s holdings are <1%
Pledging/Hedging	Prohibited	Company policy bans hedging and pledging of AAL stock
Ownership guidelines	In compliance	Directors must hold 5x cash retainer or 15,000 shares; company reports compliance for directors with a due date

Governance Assessment

Strengths: Independent director; Audit Chair; recognized audit financial expert; consistent attendance; robust board processes; strong ownership alignment exceeding guidelines; prohibition on hedging/pledging .
Compensation alignment: Director pay mix balances cash retainer with annual equity; equity vests over one year, aligning director incentives with shareholder value .
Oversight quality: Audit Committee remit includes cybersecurity, AI, data privacy risks, and related-party transaction approvals; Safety Committee provides focused safety oversight .
Watch items: Lifetime flight privileges for directors with 7+ years of service and tax gross-ups on flight benefits are shareholder-unfriendly features in some governance frameworks, though customary in airline industry; Hart participated in the legacy charitable contribution program (insurance premiums paid by company) .
Shareholder sentiment: Say-on-pay approval declined to ~76% of shares represented in 2024 (82% of votes cast excluding abstentions), reflecting concerns about non-recurring 2023 elements; Board engaged investors and adjusted 2025 LTIP time-vesting cadence in response .

Insider Trades

Date	Form	Transaction	Units / Value	Notes
6/5/2024 (filed 6/6/2024)	Form 4	Grant of director RSUs	12,908 RSUs	Annual director grant; vest by next annual meeting

Related Party Transactions & Conflicts

No related person transactions involving directors/officers required to be reported for period since Jan 1, 2024 .
Board independence review considered ordinary-course transactions for certain directors/entities; Hart was not among directors flagged, and his independence was affirmed .

Director Compensation Details (Components)

Component	Policy Amount ($)	Applicability to Hart
Board annual retainer	100,000	Yes
Audit Committee Chair fee	25,000	Yes
Safety Committee member fee	15,000	Yes
Annual RSU grant	150,000	Yes; 12,908 RSUs granted on 6/5/2024
Flight privileges	—	Provided; value in 2024 was $7,090
Tax gross-up on flight privileges	—	Policy provides tax gross-up; Hart’s 2024 table does not show an amount
Legacy charitable program insurance premiums	—	$12,062 paid in 2024 under legacy America West program

Notes on Committee Remits

Audit Committee: Oversees internal accounting, auditor appointment/fees, financial reporting controls, cybersecurity/AI/data privacy risks, complaints procedures, related-party transaction reviews, and pre-approval of auditor services .
Safety Committee: Oversees operational safety, regulatory compliance, security, public health, and safety culture; meets regularly with COO and safety leaders .

AAL Board practices include independent chair, majority voting, proxy access, special meeting rights, and periodic committee leadership refresh; in 2025, committee chair rotations were planned, though Hart remains listed as Audit Chair in the director nominee slate .