Oscar Munoz
About Oscar Munoz
Independent director at Archer Aviation (ACHR), age 66, serving since September 2021; currently a member of the Compensation Committee. Former Chairman and CEO of United Airlines, with prior senior leadership roles at CSX (President/COO/CFO/EVP), AT&T (CFO, Consumer Services), U.S. West (SVP Finance & Administration), The Coca-Cola Company, and PepsiCo. Education: BA in Finance and Strategy (USC Marshall) and MBA (Pepperdine). Governance profile emphasizes large-scale operations, transportation and airline expertise, and boardroom experience across complex multinationals .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Airlines | Chairman & CEO | Sep 2015 – May 2021 | Led airline through complex operational and strategic transitions |
| United Continental Holdings, Inc. | Director | Oct 2010 – Jun 2021 | Board oversight at legacy carrier |
| CSX Corporation | President, COO, CFO, EVP | May 2003 – Sep 2015 | Senior operating and finance leadership at Class I railroad |
| AT&T | CFO, Consumer Services | Jan 2001 – Apr 2003 | Business unit finance leadership |
| U.S. West | SVP Finance & Administration | Jul 1997 – Dec 2000 | Senior finance/administration |
| The Coca-Cola Company | Various leadership roles | Jun 1986 – Jun 1997 | Consumer/operations experience |
| PepsiCo | Various leadership roles | Jun 1982 – Jun 1986 | Consumer/operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBRE Group, Inc. | Director | Current | Public company directorship |
| Salesforce.com, Inc. | Director | Current | Public company directorship |
| Univision Communications Inc. | Director | Current | Media company governance |
| Fidelity Investments Equity & High-Income Fund | Independent Trustee | Current | Fund oversight |
| University of Southern California | Board of Trustees | Current | Higher education governance |
| The Brookings Institution | Board of Trustees | Current | Policy institute governance |
Board Governance
- Independence: Determined independent under NYSE and SEC rules; all standing committees composed of independent directors .
- Committee assignments: Member, Compensation Committee (comp committee had 6 meetings in 2024) .
- Attendance: Each director attended at least 75% of board and committee meetings in 2024; Board met 6 times; executive sessions of independent directors held quarterly .
- Overboarding: Board states none of the directors are considered “overboarded” .
- Anti-hedging/pledging: Insider Trading Policy prohibits hedging and shorting, and pledging except in limited circumstances with approval .
- Compensation committee interlocks: None; no relationships requiring disclosure; no reciprocal interlocks reported .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $146,000 | Base director retainer $140,000 plus Compensation Committee member retainer $6,000 |
| Stock awards (RSUs) | $199,997 | Grant-date fair value under ASC 718; director RSUs time-based |
| Total | $345,997 | Aggregate 2024 director compensation |
Director compensation structure and fees:
- Annual cash retainer: $140,000; committee member annual retainer: Audit $10,000, Compensation $6,000, Nominating/Governance $4,000; committee chairs: Audit $15,000, Compensation $10,000, Nominating/Governance $8,000; Lead Independent Director additional $30,000 .
- Annual equity grant: RSUs valued at $200,000; vest on earlier of next annual meeting or one year; accelerates upon Corporate Transaction, death, or disability; Director Equity Deferral Plan available .
Performance Compensation
Non-employee director equity is time-based RSUs; no performance metrics (e.g., TSR/EBITDA) tied to director awards.
| Metric | 2024 RSU Grant | Vesting | Fair Value |
|---|---|---|---|
| Time-based RSUs (shares) | 54,644 | Vest in full on the earlier of June 21, 2025 or the Annual Meeting date | $199,997 (ASC 718 grant-date fair value) |
- Options: None granted to non-employee directors in 2024 .
- Deferral: Directors may elect equity deferral under Director Equity Deferral Plan .
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | CBRE Group, Inc.; Salesforce.com, Inc. |
| Other boards/trusteeships | Univision; Fidelity Equity & High-Income Fund; USC; Brookings Institution |
| Interlocks/conflicts | No compensation committee interlocks; no related party transactions disclosed involving Mr. Munoz |
| Overboarding status | Board states none of the directors are “overboarded” |
Expertise & Qualifications
- Airline and transportation leadership: Former United Airlines CEO/Chairman; multi-year CSX operational and finance leadership .
- Finance and strategy: CFO roles at AT&T Consumer Services; SVP Finance & Administration at U.S. West .
- Board experience: Tenured director across public and private institutions; current roles at CBRE and Salesforce .
- Education: BA in Finance & Strategy (USC Marshall); MBA (Pepperdine) .
Equity Ownership
| Category | Shares | % of Class A | Notes |
|---|---|---|---|
| Total beneficial ownership | 441,480 | <1% | Consists of 387,477 directly owned shares plus 54,003 fully vested deferred RSUs |
| Vested vs. unvested | Vested deferred RSUs: 54,003; Unvested RSUs (Dec 31, 2024): 54,644 | <1% | Unvested tally reflects 2024 director RSU grant; beneficial ownership includes vested deferred RSUs |
| Pledging/hedging | Prohibited absent approval; policy bans hedging/shorting |
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| FY2024 | Not disclosed in proxy | Section 16(a) review noted late filings only for Michael Spellacy and Stellantis N.V.; no late filings indicated for Mr. Munoz |
For a detailed, transaction-level Form 4 history, we can pull insider trading data if requested; the proxy statement does not enumerate individual director Form 4 transactions .
Governance Assessment
- Committee effectiveness: As a Compensation Committee member, Mr. Munoz participates in oversight of executive and director pay, succession planning, equity plans, and pay risk review; committee engages independent consultant FW Cook with no conflicts; robust governance framework includes clawback, anti-hedging/pledging, annual risk assessment, and say-on-pay process (99.6% approval in 2024), supporting investor confidence .
- Alignment and incentives: Director pay mix emphasizes equity via time-based RSUs ($200k grant value), aligning with stockholder interests; equity vesting accelerates under change-in-control/death/disability; cash retainer sized to market; deferral option enhances long-term alignment .
- Independence, attendance, engagement: Independent status; at least 75% meeting attendance; quarterly executive sessions; “not overboarded” per board assessment—positive for effectiveness .
- Conflicts and related-party risk: No related-party transactions disclosed involving Mr. Munoz; compensation committee interlocks absent; major related-party exposure centers on Stellantis (nomination right and financings), which is managed via board policies and stockholder approvals—does not implicate Mr. Munoz directly .
- RED FLAGS: None disclosed specific to Mr. Munoz. Monitoring items include multi-board commitments (mitigated by board’s “not overboarded” determination), and continued oversight of Stellantis-related governance given its board nomination rights and financing relationships (no direct tie to Mr. Munoz) .