Steve Johnson

About Steve Johnson

Stephen L. Johnson is Vice Chair and Chief Strategy Officer at American Airlines Group Inc. (AAL), serving in this role since May 2023; previously he was Executive Vice President from January 2022 and Executive Vice President—Corporate Affairs since December 2013 . He is 68 years old and has deep airline strategy and corporate affairs experience, including prior roles in private equity and aircraft finance . Under current leadership, AAL produced record 2024 revenue of $54.2B, net income of $846M (excluding special items: $1.4B), free cash flow of $2.2B, reduced total debt by $15B ahead of schedule, and ended 2024 with $10.3B of available liquidity . AAL’s cumulative TSR (value of $100 initial investment) was $61.00 in 2024 vs $48.08 in 2023 and $44.52 in 2022, with pay-versus-performance disclosures emphasizing adjusted pre-tax income margin, EBITDAR margin, TRASM, and CASM as key financial drivers in the incentive framework .

Past Roles

Organization	Role	Years	Strategic Impact
Indigo Partners LLC	Partner	2003–2009	Airline M&A/strategic investments; PE specialization in airline, air finance, aerospace
America West Airlines	Executive Vice President—Corporate; various roles	1995–2003	Corporate leadership pre-merger; operations/strategy foundation prior to US Airways merger
GPA Group plc	Senior Vice President and General Counsel	Not disclosed	Aircraft finance and legal leadership
Bogle & Gates (Seattle)	Attorney (corporate and aircraft finance, taxation)	Not disclosed	Structured finance and tax expertise relevant to aviation

External Roles

Organization	Role	Years	Notes
Wizz Air Holdings PLC (LSE)	Board of directors; Deputy Chair	Current	European ULCC governance; public company board service

Fixed Compensation

Metric (2024 Target)	Value
Base Salary ($)	$850,000
STIP Target (%)	150%
STIP Target ($)	$1,275,000
LTIP Target ($)	$3,991,000
Total Target Direct Compensation ($)	$6,116,000

Multi-year reported compensation (Summary Compensation Table):

Metric	2022	2023	2024
Salary ($)	$735,616	$826,346	$850,000
Stock Awards ($)	$2,695,000	$6,046,000	$3,991,000
Non-Equity Incentive ($)	$0	$3,270,125	$1,471,605
All Other Compensation ($)	$63,492	$64,613	$67,967
Total ($)	$3,494,108	$10,207,084	$6,380,572

Perquisites (2024):

Flight privileges: $24,506 imputed value and $18,380 tax gross-up; 401(k) company contributions $18,975; financial advisory services $4,500 .

Performance Compensation

Short-Term Incentive Program (STIP) – 2024 design and results:

Safety education completion gate at 91% (AAL achieved 99.1%) .
Weighting: Financial 70%; Operational reliability 25%; Team member engagement 5% .
Overall STIP payout: 115.42% of target; Steve Johnson STIP paid $1,471,605 .

Detailed STIP metrics:

Metric	Weight	Threshold	Target	Maximum	Actual	Notes
Relative TRASM vs peers (DL/UA/SW)	14%	100.50%	102.50%	104.50%	102.23%	Excludes special items and third-party business
CASM ex. fuel, special items, profit sharing	14%	13.49	13.29	13.09	13.42	Excludes specified items
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 ($M)	7%	70	80	100	174
Working capital ($M)	7%	175	200	225	344
Mainline Controllable Completion Factor	12%	99.50%	99.70%	99.90%	99.86%	Excludes ATC/weather cancellations
Regional Controllable Completion Factor	5%	99.50%	99.70%	99.90%	99.95%	Excludes ATC/weather
Mainline On-time Departure (D-0)	6%	61.30%	63.30%	65.30%	58.89%
Regional On-time Departure (D-0)	2%	71.00%	73.50%	76.00%	72.40%
Team member engagement (%)	5%	91.00%	94.00%	98.00%	99.40%

Long-Term Incentive Program (LTIP) – 2024 structure:

50% performance-vesting RSUs over 3-year period (2024–2026); 50% time-vesting RSUs (66.66% on first anniversary; 33.33% on second) .
Performance metrics: Relative EBITDAR margin gap improvement vs Delta/United (90% weighting; goals: 33 bps threshold, 67 bps target, 100 bps maximum), Net Promoter Score (10% weighting; goals: 34 threshold, 36 target, 38 maximum) .
2025 grants revised time-vesting to pro-rata over three years per shareholder feedback .

Vesting schedules and grants (Steve Johnson):

Grant Date	Award Type	Shares/Units	Vesting Terms
2/20/2024	Time-vesting RSUs	135,748	66.66% on 2/20/2025; 33.33% on 2/20/2026
2/20/2024	Performance RSUs	67,874 (threshold shown for valuation)	Vests on 2/20/2027 based on 2024–2026 EBITDAR margin gap and NPS
9/20/2023	Time-vesting RSUs	47,840	66.66% on 9/20/2024; 33.33% on 9/20/2025
9/20/2023	Performance RSUs	211,056 (valuation reflects expected attainment mix)	Vests on 9/20/2026 per 2023 goals (debt reduction, pre-tax margin improvement)
9/20/2023	Three-year time-vesting RSUs	121,036	1/3 annually over three years

Equity Ownership & Alignment

Item	Detail
Total beneficial ownership (direct)	975,080 shares; excludes 887,937 unvested RSUs
Ownership as % of outstanding shares	Less than 1%
Outstanding unvested RSUs (selected)	135,748 time-vesting (2024); 67,874 performance (2024); 47,840 time-vesting (2023); 211,056 performance (2023); 121,036 three-year time-vesting (2022/2023 type)
Pledging/Hedging	Prohibited for executive officers
Stock ownership guidelines	Vice Chair: 3x base salary or 47,917 fixed shares; all executive officers exceed minimums

Employment Terms

Provision	Economics/Terms
Severance (involuntary termination without cause/good reason)	18 months base salary + 1.5x annual target cash incentive; 18 months COBRA; continued vesting of equity for 18 months; travel privileges during the 18-month period; release required
Change-in-control	Equity awards accelerate if termination within 24 months post-CIC; performance RSUs vest at greater of target or expected attainment as of termination date
Non-compete	18 months post-termination
Non-solicit	24 months post-termination
Retirement eligibility effects	Retirement-eligible: time-vesting RSUs accelerate in full upon separation (other than for cause); performance RSUs remain outstanding and vest based on actual performance through the performance period
Clawback	SEC/Nasdaq-compliant clawback adopted Oct 2023; discretionary recovery authority beyond mandates
Perquisites	Positive-space flight privileges with tax gross-up for imputed income; executive physicals; financial advisory reimbursements

Potential Payments (as of 12/31/2024; estimates):

Scenario	Base Salary ($)	Annual Incentive ($)	COBRA ($)	RSU Acceleration ($)	Flight Privileges ($)
Change-in-control	—	—	—	$13,016,208	—
Involuntary termination	$1,275,000	$1,912,500	$42,660	$11,833,164	$268,005
Involuntary termination with CIC	$1,275,000	$1,912,500	$42,660	$13,016,208	$268,005
Death	—	$1,471,605	—	$13,016,208	$186,865
Disability	—	$1,471,605	—	$13,016,208	$268,005

Investment Implications

Pay-for-performance alignment: Heavy weighting to profitability/efficiency, operational reliability and 3-year relative EBITDAR margin gap/NPS in STIP/LTIP suggests compensation tied to margin closure vs peers and customer experience improvements; overall 2024 STIP paid at 115.42% reflecting strong operational and financial execution .
Retention and selling pressure: Significant time-vesting tranches scheduled for 2025–2026 (e.g., 2/20/2025, 9/20/2025, 2/20/2026) and performance tranches in 2026–2027 could create episodic liquidity events; retirement-eligibility provisions accelerate time-based RSUs upon separation, while performance RSUs remain at risk through outcomes, reducing abrupt post-separation selling risk .
Governance signals: Clawback policy breadth and prohibition on hedging/pledging are positive; flight privilege tax gross-ups persist but are explained as industry practice; no excise tax gross-ups for CIC .
Shareholder sentiment: 2024 say-on-pay approval was 76% (82% of votes cast excluding abstentions), lower than historical >94% average due to one-time 2023 elements; AAL conducted extensive engagement (55% of top 30 investors, ~40% shares outstanding) and adjusted LTIP time-vesting in 2025 in response to feedback .