Sue Kronick

About Sue Kronick

Sue (Susan D.) Kronick, age 73, is an independent director of American Airlines Group Inc. (AAL) who has served on the Board since 2015; she sits on the Corporate Governance and Public Responsibility (CGPR) Committee and the Safety Committee and holds a B.A. in Asian Studies from Connecticut College . Her 2024 Board attendance met AAL’s threshold (each incumbent director attended at least 75% of Board and committee meetings), and all directors attended the 2024 annual meeting; the Board affirmed her independence under Nasdaq standards in March 2025 .

Past Roles

Organization	Role	Tenure	Committees/Impact
Marvin Traub Associates	Operating Partner	2012–2022	Retail consulting; operational and consumer insights
Macy’s Inc.	Vice Chairman	2003–2010	Enterprise leadership in consumer/retail operations
Macy’s Inc.	Group President, Regional Department Stores	2001–2003	Multi-regional operations oversight
Macy’s Florida	Chairman & CEO	1997–2001	Full P&L leadership; customer/brand strategy

External Roles

Organization	Role	Tenure	Committees/Impact
Hyatt Hotels Corporation (NYSE: H)	Director	2009–Present	Hospitality oversight; potential ordinary-course transactions with AAL assessed for independence
Miami City Ballet	Board Member	Not disclosed	Non-profit governance
The Pepsi Bottling Group, Inc. (NYSE: PBG)	Director (Past)	1999–2010	Consumer products board experience

Board Governance

Committee assignments: CGPR Committee member; Safety Committee member; not a committee chair .
Independence: Board determined Ms. Kronick is independent under Governance Guidelines and Nasdaq; the Board reviewed ordinary-course commercial transactions by entities where she serves (goods/services other than air transportation) and concluded these do not impair independence .
Attendance and engagement: Board held nine meetings in 2024 (four executive sessions); each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
Years of service: Director since 2015; Governance Guidelines include a mandatory retirement policy that no non-employee director will be nominated after age 75 (she is 73) .
Stockholder engagement: The Board highlights robust outreach; governance practices include stock ownership guidelines for directors and executives, majority voting, proxy access, and independent committees .

Fixed Compensation

Component (2024)	Amount ($)	Notes
Annual Board retainer	100,000	Standard non-employee director cash retainer
Committee membership fees	30,000	$15,000 per committee (CGPR and Safety)
Chair fees	0	Not a committee chair
Meeting fees	Not disclosed	No meeting fees described
Fees earned (cash) – 2024 actual	130,000	Matches reported total cash fees
Other compensation (flight benefits, tax reimbursement)	22,436	$11,218 flight privileges; $11,218 tax gross-up; valued at imputed taxable income
Total 2024 director compensation	302,436	Cash + stock awards + other

Performance Compensation

Grant Date	Award Type	Shares Granted	Grant-Date Fair Value ($)	Vesting Date	Vesting Condition
June 5, 2024	Time-based RSUs	12,908	150,000	June 5, 2025	Continuous service until vest

Directors receive time-based RSUs; no performance metrics (e.g., EBIT/EBITDA, TSR) apply to director equity awards. RSUs vest on the earlier of first anniversary or next annual meeting, subject to continued service .

Other Directorships & Interlocks

Current public company board: Hyatt Hotels Corporation (NYSE: H), Director since 2009 .
Past public company board: The Pepsi Bottling Group, Inc. (NYSE: PBG), Director 1999–2010 .
Independence consideration: The Board reviewed ordinary-course commercial transactions by entities where Ms. Kronick serves and concluded these do not impair independence (amounts below 5% of revenues or $200,000 threshold) .

Expertise & Qualifications

Deep financial, marketing, and operational leadership in retail and consumer-driven businesses; board experience in hospitality; insights into customer excellence, engagement, and brand positioning .
Education: B.A., Asian Studies, Connecticut College .

Equity Ownership

Holder	Total Beneficial Ownership (Shares)	Directly Owned	Unvested RSUs vesting ≤60 days	% of Class
Sue Kronick	65,491	52,583	12,908	<1% (*)

Director stock ownership guidelines: Lesser of 5x annual cash retainer or 15,000 shares; directors have five years to comply. Each director with a compliance date before the proxy date exceeds the minimum guideline (implies Ms. Kronick is compliant) .
Hedging/pledging: Company prohibits hedging and pledging of AAL stock by directors and officers .

Governance Assessment

Strengths: Independent director with long tenure in customer-centric industries; active on CGPR (governance, sustainability, investor engagement) and Safety (operational safety oversight) committees; meets stock ownership guidelines; attends meetings and annual meetings; hedging/pledging prohibited .
Pay alignment: Balanced mix of cash ($130,000) and equity ($150,000 in time-based RSUs) supports alignment; however, lack of performance-vesting for director equity is typical but offers less pay-for-performance linkage than executive plans .
Perks and optics: Flight privileges plus associated tax reimbursements ($22,436 in 2024) may be viewed by some investors as shareholder-unfriendly perquisite optics, though common in the airline industry; AAL explicitly disallows excise tax gross-ups for change-in-control but provides tax gross-ups on director flight benefits .
Conflicts/related party: No related-party transactions requiring disclosure since Jan 1, 2024; Board assessed ordinary-course dealings of outside boards and found no impairment to independence .
Tenure/retirement horizon: At age 73, she is approaching the Company’s mandatory retirement guideline (no nomination after age 75), implying limited remaining term and potential upcoming refresh dynamics .
Shareholder sentiment context: 2024 say-on-pay approval was ~76% of shares represented (82% of votes cast excluding abstentions), below historical averages, prompting robust engagement—relevant to overall governance climate (not specific to directors) .

RED FLAGS: None disclosed for related-party transactions, pledging/hedging, or attendance; modest perk/tax gross-up on flight privileges may be noted by governance-sensitive investors .