Robert Isom

About Robert Isom

Robert D. Isom, Jr. is Chief Executive Officer (since 2022) and President (since 2016) of American Airlines Group Inc. (AAL), and serves as a director on AAL’s board (since 2022) . He holds a BS in Mechanical Engineering and a BA in English from the University of Notre Dame and an MBA from the University of Michigan . Under his leadership, American reported record full‑year revenue of $54.2 billion in 2024, achieved strong operational reliability, and reduced total debt by $15 billion from peak levels ahead of schedule, while ending 2024 with $10.3 billion of available liquidity . Management emphasizes pay-for-performance with rigorous short- and long‑term metrics (profitability/efficiency, operational reliability, relative EBITDAR margin performance vs. peers, and NPS) and robust governance (clawback, ownership guidelines, no hedging/pledging) .

Financial performance context (S&P Global, may differ from company disclosures):

See tables below for revenues and EBITDA trends (values retrieved from S&P Global).*

Past Roles

Organization	Role	Years	Strategic Impact
American Airlines Group / American Airlines	Chief Executive Officer	2022–Present	Led strategy focused on margin gap improvement vs. network peers; record revenue and operational reliability; completed major labor agreements .
American Airlines Group / American Airlines	President	2016–Present	Oversight of commercial/operations during post‑merger scale-up .
American Airlines Group / American Airlines	EVP & Chief Operating Officer	2013–2016	Integrated operations post-merger; reliability improvements .
US Airways Group / US Airways	EVP & Chief Operating Officer	2007–2013	Led operations at legacy carrier prior to merger with AAL .

External Roles

Organization	Role	Years	Notes
Airlines for America	Vice Chair	Current	Industry trade association leadership .
oneworld Alliance	Chairman of the Governing Board	Current	Global alliance governance .
IATA	Board of Governors Member	Current	Industry policy and standards engagement .
Airlink Governor’s Council	Member	Current	Humanitarian airlift non-profit support .
Fort Worth Economic Development Partnership	Board Member	Current	Regional economic development .
Commercial Club of Chicago (Civic Committee)	Board Member	Current	Civic leadership .
Pinnacle Airlines Corporation (NYSE: PNCL)	Director (Public company)	2003–2005	Prior public board experience .

Fixed Compensation

Component	2024 Value	Notes
Base Salary	$1,300,000	Unchanged vs. 2023 .
Target STIP (% of Base)	200%	Same as 2023 .
2024 STIP Payout (% of Target)	115.42%	Company-wide attainment; third‑party internal audit reviewed .
2024 STIP Payout ($)	$3,000,920	Paid for FY2024 .
Perquisites (2024)	Flight privileges $20,827; Tax gross-up $15,621; Financial advisory $4,500; 401(k) company contribution $18,975	As disclosed; flight privilege imputed income and gross-up consistent with industry practice .

Performance Compensation

Annual Incentive (STIP) – 2024 Design and Results

Metric Category	Weight	Gate/Targets	2024 Performance Result
Safety education (Plan Gate)	—	91% company completion unlocks plan	99.1% (unlocked) .
Financial (Profitability & Efficiency)	70%	PTI gate: Adjusted pre-tax income ≥ $1.5B; component metrics include Relative TRASM vs Big 3, Adjusted CASM ex., Aircraft Utilization, Workforce Efficiency, Procurement Savings, Working Capital	Gate met: $2.2B adjusted PTI; mixed performance across components with strong procurement/working capital overachievement .
Operational Reliability	25%	Mainline/Regional CCF and D‑0 targets	CCF above targets; D‑0 mixed; see detailed table .
Team Member Engagement	5%	91%/94%/98% (Threshold/Target/Max)	99.4% .
2024 STIP Payout	—	—	115.42% of target for NEOs .

STIP detailed realized results excerpt (illustrative):

Procurement Savings target $80M; Actual $174M .
Working Capital target $200M; Actual $344M .
Mainline CCF: 99.86% vs. 99.70% target .

Long-Term Incentive (LTIP) – 2024 Program

Element	Weight	Metrics/Goals	Measurement Window	Vesting
Performance RSUs	50%	Relative EBITDAR margin gap improvement vs. Delta/United (90%): Threshold 33 bps / Target 67 bps / Max 100 bps; Net Promoter Score (10%): Threshold 34 / Target 36 / Max 38	2024–2026 (3-year)	Cliff vest at 3 years, subject to performance .
Time-vesting RSUs	50%	N/A	N/A	66.66% at 1st anniversary; 33.33% at 2nd anniversary for 2024 grants; starting 2025 grants, 1/3 each year over 3 years .

2024 Grants (Robert Isom)

Grant Date	Award Type	Shares at Target	Fair Value (Grant-Date)	Vesting
2/27/2024	Performance RSUs	361,969	$5,625,000	3-year performance (2024–2026) .
2/27/2024	Time-vesting RSUs	361,969	$5,625,000	66.66% at 1-year; 33.33% at 2-years .
—	Total 2024 LTIP Target	—	$11,250,000	For CEO; 50% performance/50% time .

Other notes:

No stock options or SARs outstanding or exercised by NEOs in 2024 .
2022 performance RSUs earned at 120% (max on debt reduction; below threshold on margin improvement) .

Equity Ownership & Alignment

Item	Detail
Beneficial Ownership	1,301,445 AAL shares held directly; excludes 2,253,131 unvested RSUs (do not vest within 60 days of April 14, 2025); <1% of outstanding .
Options	None held in 2024 .
Pledging/Hedging	Prohibited for executives under policy .
Stock Ownership Guidelines (CEO)	6x base salary or 116,667 shares; executives currently exceed guidelines .
Dividends on Unvested Awards	Not paid until vesting .

Employment Terms

Provision	CEO Terms
Non-compete / Non-solicit	24 months non-compete; 24 months non‑solicitation post-termination .
Severance (no cause / good reason)	24 months of base salary plus 2× target annual cash incentive, paid over 24 months; 24 months COBRA; continued vesting of outstanding equity for 24 months (pro‑rata for awards granted within 12 months prior) .
Change‑in‑Control (double trigger)	Acceleration of equity (performance awards vest at greater of target or expected attainment as of termination) upon qualifying termination within 24 months post-CIC .
Clawback	SEC‑compliant recovery policy plus broader committee discretion (STIP/LTIP) .
Excise Tax Gross‑Up	None under 280G/4999 policy .
Flight Benefits	Positive-space flight privileges; post-termination lifetime flight benefits for certain executives (tax gross-up provided during employment, not post‑termination) .

Illustrative potential payout values if terminated on 12/31/2024 (company’s scenario analysis):

Acceleration of unvested RSUs valued at $40.918 million for Isom in CIC, death, or disability scenarios; $37.271 million under involuntary termination; valuation at $17.43/share and performance assumptions per policy .

Board Governance and Director Service

Aspect	Detail
Board Service	Director since 2022; not independent (CEO and President) .
Committee Roles	None (as CEO/management director) .
Chair/CEO Structure	Roles are separated; Greg Smith serves as Independent Chairman since April 30, 2023 .
Board Meetings/Attendance	9 meetings in 2024; each incumbent director attended ≥75% of board and committee meetings; 4 executive sessions of independent directors .
Independence/Controls	Majority independent board; independent committees; strong governance practices including proxy access and stockholder rights .

Dual-role implications: Isom is CEO but not Chairman; independence concerns are mitigated by an independent chair, majority independent board, and independent compensation/governance committees .

Compensation Structure Analysis

Mix and at-risk pay: 91% of CEO’s 2024 annual target compensation is at-risk; 74% in long-term equity; no guaranteed bonuses .
STIP shift to profitability/efficiency: Financial weighting increased to 70% in 2024; operational 25%; engagement 5% .
LTIP metrics evolution: In 2024, 90% weight on relative EBITDAR margin gap vs. DL/UA and 10% on NPS; starting 2025, time-based RSUs vest over three years (vs. two) in response to stockholder feedback .
Governance safeguards: Clawback broadened; no repricing without stockholder approval; no hedging/pledging; no excise tax gross-ups; no payouts of dividends on unvested awards .
Say-on-pay signal: 2024 say‑on‑pay approval ~76% (82% of votes cast excluding abstentions), below historical ~94% average; management attributed 2023 reported pay spike to non‑recurring promotion and retroactive elements and did not repeat in 2024; targeted engagement with investors followed .

Compensation Committee and Peer Benchmarking

Committee: Independent Compensation Committee; 2024 members included Denise O’Leary (Chair), Vicente Reynal, Doug Steenland, Howard Ungerleider .
Consultant: Korn Ferry retained as independent advisor; no conflicts found; also provided limited executive search and broad-based products to the company with disclosed fees .
Benchmarking: Emphasis on Delta and United, with Southwest and broader market survey data for context .

Equity Grants Outstanding (Selected CEO Items)

Grant Date	Type	Unvested Units (#)	Notable Terms
2/27/2024	Time-based RSUs	361,969	66.66% vest at 1 year; 33.33% at 2 years .
2/27/2024	Performance RSUs	180,985 (shown at threshold)	3-year performance on EBITDAR margin gap and NPS .
9/20/2023	Time / Performance RSUs (one-time/promotion + annual)	Multiple tranches	3-year performance on debt reduction and margin improvement; time-based vesting on 1/3 schedule or 66.66%/33.33% where applicable .

Related Party Transactions

Company reports no related party transactions requiring disclosure since January 1, 2024 .

Say‑on‑Pay & Shareholder Feedback

2024 say-on-pay approval ~76% (82% excluding abstentions); company attributes drop vs. historical ~94% to non‑recurring 2023 elements and did not replicate in 2024; extended time-based vesting to 3 years for 2025 grants after engagement .

Financial Performance Tables (context)

Annual (S&P Global)*

Metric	FY 2022	FY 2023	FY 2024
Revenues ($)	$45,801,000,000*	$49,324,000,000*	$50,390,000,000*
EBITDA ($)	$4,103,000,000*	$6,299,000,000*	$5,615,000,000*

Quarterly (S&P Global)* — oldest to newest

Metric	Q4 2024	Q1 2025	Q2 2025	Q3 2025
Revenues ($)	$12,622,000,000*	$11,580,000,000*	$13,334,000,000*	$12,683,000,000*
EBITDA ($)	$1,772,000,000*	$279,000,000*	$1,669,000,000*	$893,000,000*

Note: Company also reports 2024 record revenue of $54.2 billion in the proxy (company disclosure vs. S&P aggregation may differ due to methodology/adjustments) .

Values retrieved from S&P Global.*

Board Governance (Director Compensation context)

Isom is an employee director; receives no separate director compensation; non‑employee director compensation and RSUs disclosed and subject to vesting/flight privileges/gross-ups policy .

Risk Indicators & Red Flags (observed/disclosed)

No hedging or pledging; no excise tax gross-ups; no repricing without stockholder approval; robust clawback .
2024 say‑on‑pay support below long‑term average is a watchpoint; company’s 2025 program changes address some investor feedback .
No related party transactions disclosed for 2024 .

Employment & Contracts Summary (key economics)

Item	Detail
CEO Target Total Direct Compensation (2024)	~$15.15 million target (Base $1.3m; STIP target $2.6m; LTIP target $11.25m) — unchanged vs. 2023 .
Severance multiple	2× target cash incentive plus 24 months base; continued vesting 24 months; 24 months COBRA .
CIC	Double trigger; performance equity at target or expected attainment .

Investment Implications

Alignment: High at‑risk mix (91% at risk; 74% long‑term equity) and rigorous multi‑year metrics (relative EBITDAR margin vs. DL/UA; NPS) support pay-for-performance alignment; robust clawback and ownership/anti‑pledging policies reduce governance risk .
Retention and overhang: 2023 one‑time/promotion awards increased outstanding unvested equity; beneficial ownership shows significant unvested RSUs, but policy limits pledging and mandates ownership multiples; risk of calendar-driven vesting‑related sales exists (watch Form 4s) though company prohibits hedging/pledging .
Change-in-control economics: 2× cash plus broad equity acceleration upon double trigger is market‑typical, without excise tax gross‑ups; protects continuity but adds potential transaction cost .
Shareholder sentiment: 2024 say‑on‑pay softness (76%) points to sensitivity on outlier/one‑time pay; 2025 program changes (3‑year time vest) and focus on margin gap KPIs are constructive for support recovery .
Strategic execution: Reported record revenue and operational reliability under Isom, plus accelerated deleveraging; LTIP design squarely ties outcomes to closing the margin gap vs. network peers, a key equity rerating lever for AAL .

Footnotes and Sources:

Board composition, governance practices, committee structures, director biographies, Isom biography, education, roles, and affiliations .
Compensation program design (STIP/LTIP metrics, weights), 2024 STIP results and payouts, 2024 CEO pay mix and policies (clawback, no hedging/pledging, no repricing, no excise tax gross-ups), ownership guidelines .
2024 CEO compensation summary, grants of plan-based awards, outstanding equity awards, options/stock vested .
Beneficial ownership, unvested RSUs, percent of class .
Severance/change‑in‑control terms; potential payments tables .
Related party transactions (none) .
Say‑on‑pay results and investor engagement; 2025 program changes .
Operational/financial highlights (record revenue; deleveraging; liquidity) .

S&P Global financial data:

Annual and quarterly Revenues/EBITDA from GetFinancials tool (values may differ from company disclosures due to methodology).*

Annual financials (S&P Global): FY2022–FY2024; Quarterly financials (S&P Global): Q4’24–Q3’25. Values retrieved from S&P Global.*