Andrew Nocella
United Airlines HoldingsAbout Andrew Nocella
United’s EVP and Chief Commercial Officer since 2017, Andrew Nocella oversees pricing and revenue management, network and commercial strategy, sales, alliances, marketing, cargo, United Express and MileagePlus, after senior roles at American Airlines and US Airways and earlier route-planning at Continental; he holds a B.S. in Decision Sciences from George Mason University . Macroaxis lists his age as 55 and notes he has served at United since March 2017 . United’s 2024 executive incentives were tightly tied to operational and financial performance: 2024 STI (short‑term incentive) used Relative Adjusted EBITDA Margin, NPS, and Operational Excellence and paid at 175% of target for Nocella; 2022 PBRSUs certified at 122% of target in early 2025, underscoring multi‑year execution; company TSR (value of $100 investment) rose to 110.23 in 2024 from 46.84 in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| United Airlines | EVP & Chief Commercial Officer | 2017–present | Leads network, pricing/revenue mgmt, alliances, sales, marketing, cargo, United Express, MileagePlus |
| United Airlines | EVP & Chief Revenue Officer | Feb–Sep 2017 | Transition role elevating revenue strategy before expanding to full CCO remit |
| American Airlines | SVP, Network Planning, Alliances & Sales; previously SVP & Chief Marketing Officer | 2013–2017 | Oversaw route schedule, global sales and partnerships; led marketing post‑merger integration |
| US Airways | SVP, Marketing & Planning | 2007–2013 | Drove network and commercial planning in consolidation era |
| Continental Airlines | Route Planning | 1994–1997 (approx.) | Early career experience in network planning |
External Roles
- Not disclosed in company proxy or IR profile; no public company directorships listed for Nocella .
Fixed Compensation
| Item | 2024 value |
|---|---|
| Annual base salary (rate as of 4/1/2024) | $808,500 |
| Base salary actually paid (2024 SCT) | $798,875 |
| STI target opportunity (% of base) | 120% (unchanged vs 2023) |
| 2024 STI target ($) | $958,713 |
| 2024 STI payout | 175% of target; $1,677,748 |
| All other compensation (perqs, benefits, 401k, taxes) | $103,174 (see breakdown below) |
All other compensation breakdown (2024):
- Insurance premiums: $8,257; 401(k) company contributions: $24,150; 401(k) cash direct/match: $31,771; Charitable ticket donation: $3,700; Perquisites and other benefits (incl. air travel, planning services, reserved parking): $16,616; Tax indemnification on air travel: $18,680; Total: $103,174 .
Performance Compensation
2024 STI design and outcomes
| Metric | Weight | Target design | Outcome | Payout |
|---|---|---|---|---|
| Relative Adjusted EBITDA Margin | 33% | More difficult than 2023 target by 1–1.5 pts; measure vs peers | Company achieved overall formulaic performance supporting 175% payout | 175% of target |
| Net Promoter Score (NPS) | 33% | Challenging targets; non‑standardized across industry | Included in 175% company payout | 175% |
| Operational Excellence (safety/reliability metrics) | 33% | Operational objectives determined at start of year | Included in 175% company payout | 175% |
STI mechanics and key figures:
- STI target %: 120% of base salary (unchanged vs 2023) .
- Formula: Earned base salary × STI target % × performance factor; Nocella 2024 final STI award $1,677,748 on 175% payout .
Long‑Term Incentive (LTI) program and 2024 grants
| Award | Proportion | Metrics & weights | Payout range | Vesting |
|---|---|---|---|---|
| PBRSUs (annual 2024 grant) | 50% of LTI at target | Absolute Adjusted EPS 40%; Relative Adjusted Pre‑Tax Margin 40%; Strategic (environmental, people, sourcing) 20%; Liquidity hurdle ≥$8B; +0–50% relative TSR modifier (2024 PBRSUs only) | 0–300% (incl. TSR modifier) | 3‑year cliff |
| Time‑based RSUs (annual 2024 grant) | 50% of LTI | Service‑based; aligns with stockholders via share price exposure | N/A | 3‑year ratable (typically vests each Feb 28) |
Nocella 2024 target LTI values:
- PBRSUs: $1,617,000; RSUs: $1,617,000; total target equity $3,234,000 .
Special retention PBRSU award (July 2024):
- Target: $3,000,000; tranches vest on 7/25/2025, 7/25/2026, 7/25/2027, subject to performance (EPS for tranches 1–2; relative Adjusted Pre‑tax Margin and EPS for tranche 3) and continued service/qualifying termination .
Recent performance settlements (evidence of execution):
- 2022 PBRSUs vested at 122% of target; settled in Feb 2025 (value based on $97.10 at 12/31/2024) .
Other cash awards paid in 2024 (discretionary/one‑time elements affecting “Bonus” column):
- 2022 Transformation Incentive Award: second 25% cash tranche $500,000 to Nocella (remaining vests 2025 subject to service and an underlying performance goal) .
- Long‑Term Contingent Cash Award (granted Feb 2021): $2,100,000 paid in 2024 .
2024 Summary Compensation (NEO table)
| Metric | 2024 |
|---|---|
| Salary ($) | $798,875 |
| Bonus ($) | $2,600,000 (includes Transformation and contingent cash awards) |
| Stock Awards ($) | $6,464,807 |
| Non‑Equity Incentive Plan ($) | $1,677,748 |
| All Other Compensation ($) | $103,174 |
| Total ($) | $11,644,604 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/24/2025) | 165,325 shares; less than 1% of outstanding |
| Stock ownership guideline | 3× salary for EVPs; executives must retain 50% of post‑tax vested shares until compliant; five‑year compliance window; all NEOs currently compliant |
| Hedging/pledging | Prohibited under securities trading policy |
| Vested vs unvested (detail below) | 2024 vestings and outstanding equity as of 12/31/2024 summarized below |
Shares acquired on vesting in 2024 (settlement values as shown):
| Category | Shares vested | Value realized ($) | Vest detail/date |
|---|---|---|---|
| Time‑based RSUs (2022 grant – 1/3 tranche) | 14,022 | $627,625 | Vested 2/28/2024 at $44.76 |
| Time‑based RSUs (2023 grant – 1/3 tranche) | 12,067 | $540,119 | Vested 2/28/2024 at $44.76 |
| PBRSUs (2022 award – performance vested at 122%) | 51,321 | $4,983,269 | Settled Feb 2025; value based on $97.10 at 12/31/2024 |
| Special time‑based RSUs (2019/2020 grant – 1/3 tranche) | 8,546 | $376,451 | Vested 2/21/2024 at $44.05 |
Outstanding equity awards at 12/31/2024 (selected rows):
| Award type (table footnote reference) | Units unvested/unearned | Market value ($) |
|---|---|---|
| Time‑based RSUs (2022 tranche) (3) | 14,023 | $1,361,633 |
| Time‑based RSUs (2023 tranche) (4) | 24,134 | $2,343,411 |
| Time‑based RSUs (2024 grant) (5) | 35,546 | $3,451,517 |
| Special time‑based RSUs (2019/2020 award) (15) | 8,546 | $829,817 |
| PBRSUs (Tranche with footnote 7) | 48,268 | $4,686,823 |
| PBRSUs (Tranche with footnote 8) | 35,544 | $3,451,322 |
| PBRSUs (Tranche with footnote 9) | 85,402 | $8,292,530 |
Security ownership context (selected):
- Total shares outstanding 327,703,867 as of 3/24/2025; major holders include Vanguard (11.3%), PRIMECAP (7.1%), CII (6.7%), BlackRock (6.6%) .
Employment Terms
- Severance program: Executive Severance Plan provides 2× (base salary + target bonus%) upon involuntary termination without cause or resignation for good reason; continuation of welfare benefits for 24 months; outplacement; lifetime flight benefits, subject to caps; life insurance 3× base salary (max $3M) for death; no excise tax gross‑up; double‑trigger equity vesting on change in control .
Potential payments for Andrew Nocella (if triggered 12/31/2024):
| Scenario | Cash severance | Equity acceleration | Cash Transformation award | Continuation coverage | Life insurance benefit | Outplacement | Flight benefits |
|---|---|---|---|---|---|---|---|
| Resignation w/o good reason or retirement (if eligible) | — | — | — | — | — | — | $60,230 |
| Death | — | $14,093,055 | $1,000,000 | — | $2,425,500 | — | — |
| Disability | — | $14,093,055 | $1,000,000 | — | — | — | $60,230 |
| Involuntary termination w/o cause or resignation for good reason | $3,557,400 | — | — | $30,749 | — | $25,000 | $60,230 |
| Change‑in‑control with qualifying termination | $3,557,400 | $21,187,997 | $1,000,000 | $30,749 | — | $25,000 | $60,230 |
Additional restrictive covenants:
- Time‑vested RSUs include a 1‑year post‑termination non‑compete and non‑solicit; non‑compete does not apply for an involuntary termination without cause or resignation for good reason; release requirement applies to severance .
Clawback and trading controls:
- Robust clawback policy (Dodd‑Frank mandatory restatement recovery + discretionary recoupment for significant legal/compliance violations over 3‑year look‑back) .
- Prohibition on hedging and pledging; trading blackout and pre‑clearance for officers .
Investment Implications
- Strong pay‑for‑performance alignment: 2024 STI paid at 175% with explicit weighting toward relative EBITDA margin and operational/NPS metrics; 2022 PBRSUs certified at 122%, indicating sustained execution against multi‑year goals (supply‑demand balance, cost discipline) .
- Retention risk appears managed near‑term: July 2024 special PBRSUs ($3M target) vest annually 2025–2027 on EPS and relative pre‑tax margin, creating golden‑handcuff dynamics while preserving performance linkage; standard RSUs vest ratably each February, concentrating potential selling windows (2/28 and 7/25) that can create modest supply overhangs around those dates .
- Alignment and governance are investor‑friendly: 3× salary ownership guideline (in compliance), hedging/pledging ban, robust clawback, no CIC excise tax gross‑ups (payments cut to avoid excise tax unless better after‑tax otherwise), and double‑trigger equity vesting on CIC reduce agency risk and windfall optics .
- Cash severance is moderate for role: 2× salary+target bonus produces ~$3.56M for Nocella; flight benefits (lifetime if not for cause) are notable but capped and standard in airline C‑suites; continuation benefits and outplacement are modest .
- Performance and TSR context: United’s Pay‑Versus‑Performance table shows value of a $100 investment rising to 110.23 in 2024 (from 46.84 in 2023), while NEO pay increased with performance; 2024 STI target percentages were unchanged, with higher absolute targets driven by base salary increases (Nocella +5%) .
Overall: Nocella’s package is heavily at‑risk with multi‑year performance equity and new EPS/margin‑based retention PBRSUs. Upcoming vesting dates (late Feb and late July) are potential trading signal windows. Governance features (ownership, clawback, anti‑hedge/pledge) mitigate alignment risks, while severance/CIC terms are standard and not excessive relative to peers .