Brett Hart
United Airlines HoldingsAbout Brett Hart
Brett J. Hart is President of United Airlines Holdings, promoted in 2020 with expanded oversight of airport operations, technical operations, and flight operations; he was retirement-eligible as of December 31, 2024 . Company performance metrics tied to his compensation include Adjusted EBITDA Margin (STI), absolute Adjusted EPS and relative Adjusted Pre-tax Margin (PBRSUs), and a liquidity hurdle; 2024 STI paid at 175% of target reflecting strong execution on financial, customer, and operational goals . Company-level pay-versus-performance shows 2024 shareholder return value of initial $100 at $110.23 and Absolute Adjusted EPS of $10.61 . Education, age, and prior external roles were not disclosed in the proxy; United’s 2024 say-on-pay support was 96.2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Airlines Holdings, Inc. | President | Promoted in 2020 (current) | Oversight responsibility expanded to airport operations, technical operations and flight operations, aligning leadership focus with operational reliability and growth |
External Roles
No external board seats or outside roles for Brett Hart were disclosed in the proxy filings.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 775,000 | 868,750 | 975,000 (actual earned) |
| Annualized Base Rate as of year-end ($) | — | 900,000 | 1,000,000 (effective 4/1/2024) |
| STI Target % of Salary | — | 175% (program design) | 175% (unchanged) |
| STI Target ($) | — | 1,521,062 | 1,706,489 |
| STI Actual Payout ($) | — | 2,114,276 (139% of target) | 2,986,356 (175% of target) |
| “Bonus” Column ($) and components | — | 3,875,000 (includes retention and transformation awards) | 4,200,000 (includes $1,000,000 final retention payment; $875,000 2022 Transformation; $2,325,000 long-term contingent cash) |
Notes:
- 2024 STI metrics and weights: Adjusted EBITDA Margin (33%), Net Promoter Score (33%), Operational Excellence (33%), payout capped at 200% .
- Committee increased Hart’s annualized base salary from $900,000 in 2023 to $1,000,000 effective April 1, 2024 (+11%) .
Performance Compensation
Annual LTI Mix and Design (2024)
| Element | Design | Weighting | Payout Range | Vesting |
|---|---|---|---|---|
| PBRSUs (Annual) | Metrics: Absolute Adjusted EPS (40%), Relative Adjusted Pre-tax Margin (40%), Strategic goals (20); liquidity hurdle $8B cash at end of 3-year period; +0% to +50% TSR modifier (2024 tranche only) | 50% of LTI at target | 0–300% (with TSR modifier) | 3-year cliff, contingent on continued employment |
| Time-based RSUs | Service-based | 50% of LTI | N/A | 3-year ratable annual vesting |
2024 Equity Grants (Target values)
| Named Executive | PBRSUs Target Grant Value ($) | RSUs Grant Value ($) | Total Target Equity ($) |
|---|---|---|---|
| Brett Hart | 4,250,000 | 4,250,000 | 8,500,000 |
2024 Plan-Based Awards — Brett Hart (selected rows)
| Award Type | Grant Date | Units (Target) | Threshold/Target/Max Units | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 2024 STI cash | 2/29/2024 | — | — | Target 1,706,489; Max 3,412,978 |
| 2022 PBRSUs (Tranche 3, goals set 2024) | 2/29/2024 (approved 3/07/2022) | 31,050 | 15,525 / 31,050 / 62,100 | 1,412,465 |
| 2023 PBRSUs (Tranche 2) | 2/29/2024 (approved 4/04/2023) | 29,972 | 14,986 / 29,972 / 59,944 | 1,363,426 |
| 2024 PBRSUs (Tranche 1) | 2/29/2024 | 31,142 | 15,571 / 31,142 / 93,426 | 1,737,412 |
| Retention LTI PBRSUs (3-year special award) | 7/25/2024 | 139,126 | 69,563 / 139,126 / 185,038 | 6,499,967 |
| Time-based RSUs | 2/29/2024 | 93,427 | — | 4,249,994 |
Vesting Realized in 2024 — Brett Hart
| Award | Shares Vested (#) | Vest Date | Value ($) |
|---|---|---|---|
| Time-based RSUs (granted 2022) | 13,755 | 2/28/2024 | 615,674 (at $44.76) |
| Time-based RSUs (granted 2023) | 29,971 | 2/28/2024 | 1,341,502 (at $44.76) |
| 2022 PBRSUs (multi-metric) | 113,642 | Settled Feb 2025; performance certified at 122% of target | 11,034,638 (valued at $97.10 on 12/31/2024) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 304,103 shares as of March 24, 2025 (<1% of outstanding) |
| Stock Options | 21,521 exercisable at $77.56, expiring 6/14/2027 |
| Outstanding Stock Awards (unvested/uneared) | Key positions: 13,756 RSUs; 59,944 PBRSUs; 93,427 RSUs; 119,886 PBRSUs; 93,426 PBRSUs; 185,038 PBRSUs with reported market/payout values per table |
| Ownership Guidelines | Required 4.0x base salary; all NEOs in compliance |
| Hedging/Pledging | Prohibited; no pledges by directors or executive officers |
| Liquidity/TSR Modifier | PBRSUs include $8B liquidity hurdle and TSR up to +50% (2024 tranche) |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (Exec Severance Plan) | Cash severance on involuntary termination w/o cause or resignation for good reason: $5,500,000 for Hart; same cash severance applies under change-in-control only with qualifying termination (“double trigger”) |
| Equity Acceleration | Death/Disability: accelerated equity value $25,747,902; Involuntary/Good Reason: $16,789,747; Change-in-control with qualifying termination: $47,539,675 (PBRSUs deemed at target on CIC; payment requires continued employment through period or qualifying termination) |
| Transformation Incentive Award (cash) | $1,750,000 upon death/disability or CIC with qualifying termination; $1,330,000 on involuntary/Good Reason (pro-rata rules specified) |
| Continuation Coverage | Medical/prescription drug/life insurance continuation present value: $89,192 (includes tax gross-up on medical/prescription benefits for Hart per historical arrangement) |
| Outplacement & Flight Benefits | Outplacement $25,000; Flight benefits $100,161 across scenarios (separation benefits also include lifetime flight privileges per service) |
| Restrictive Covenants | Non-solicit, non-compete, no-hire for one year post-termination; non-compete not applicable for involuntary w/o cause or good reason; confidentiality and non-disparagement obligations indefinite; release required to receive severance |
| Clawback | Mandatory recovery for restatements (no-fault) and discretionary recovery for significant legal/compliance violations over three-year look-back (filed as Exhibit 97 to 2024 10-K) |
| Tax Treatment | No excise tax gross-ups; payments reduced to avoid 4999 excise unless better net after-tax to pay full and incur excise tax |
Compensation & Ownership Tables
Summary Compensation (Brett Hart)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 775,000 | 868,750 | 975,000 |
| Bonus ($) | — | 3,875,000 | 4,200,000 |
| Stock Awards ($) | 2,603,683 | 6,420,817 | 15,263,264 |
| Non-Equity Incentive Plan Compensation ($) | — | 3,687,526 | 2,986,356 |
| Non-Qualified Deferred Comp Earnings ($) | — | — | — |
| All Other Compensation ($) | 100,912 | 132,851 | 225,159 |
| Total ($) | 3,479,595 | 14,984,944 | 23,649,779 |
2024 STI Detail (Named Executive Officers)
| Metric | Brett Hart |
|---|---|
| Annual Base Salary (as of 12/31/2024) | 1,000,000 |
| STI Target Opportunity (%) | 175% |
| STI Target Opportunity ($) | 1,706,489 |
| Formulaic Payout (%) | 175% |
| Final Award ($) | 2,986,356 |
2024 Pay Summary (Target as of 12/31/2024)
| Element | Amount ($) |
|---|---|
| Salary | 1,000,000 |
| 2024 STI Target | 1,750,000 |
| PBRSUs Awarded in 2024 (Target Value) | 4,250,000 |
| RSUs Granted in 2024 (Value) | 4,250,000 |
| Total Target Compensation | 11,250,000 |
Securities Ownership (as of March 24, 2025)
| Holder | Shares Owned | % of Class |
|---|---|---|
| Brett Hart | 304,103 | <1% |
| Shares Outstanding | 327,703,867 | — |
Compensation Peer Benchmarking and Governance
- Peer group used for 2024 compensation benchmarking: 3M, American Airlines, Boeing, Carnival, Caterpillar, Cummins, Deere, Delta Air Lines, FedEx, General Dynamics, Honeywell, Marriott, Northrop Grumman, Southwest Airlines, Union Pacific, UPS .
- Strong investor support: 96.2% say-on-pay approval in 2024; independent consultant Exequity supports design and risk review; committee affirmed alignment with pay-for-performance .
Compensation Structure Analysis
- Mix shift toward performance equity: 2024 PBRSUs emphasize earnings and margin (80% financial weighting) plus strategic and TSR modifier—tight coupling to shareholder value drivers .
- Special retention awards (July 2024): Additional PBRSUs with EPS hurdles for FY periods ending June 30, 2025/2026 and relative Adjusted Pre-tax Margin for period ending June 30, 2027—key lever to mitigate retention risk; not part of regular annual program .
- No hedging/pledging, robust clawback, double-trigger CIC equity treatment, and standardized severance—risk mitigants against misalignment and excessive risk taking .
Risk Indicators & Red Flags
- Positive: No excise tax gross-ups; mandatory/discretionary clawback; prohibition on hedging/pledging; ownership guidelines met; strong say-on-pay .
- Watch items: Use of special retention LTI awards (raise pay program complexity and potential pay inflation); significant equity acceleration values under CIC scenarios could be a perceived windfall though subject to double-trigger .
Investment Implications
- Alignment: Hart’s large PBRSU exposure tied to EPS and relative margin plus liquidity and TSR modifiers indicates high sensitivity to profitability, cash discipline, and relative performance—supportive of shareholder alignment .
- Retention & selling pressure: Time-based RSUs vest annually (e.g., Feb 28) and 2022 PBRSUs settled in Feb 2025; upcoming earn-outs under retention awards through 2027 can create predictable vesting windows that may increase trading volumes around vest dates, though hedging/pledging is prohibited and trades are subject to pre-clearance and blackout policies .
- Downside/CIC protection: Double-trigger treatment and cash severance provide meaningful separation economics; equity acceleration values are sizable under CIC, but performance deemed at target and continued service requirements temper immediate payouts .
- Governance quality: Strong owner protections (clawback, ownership guidelines, independent comp consultant, high say-on-pay support) reduce governance risk; ongoing shift toward performance-based metrics increases pay-for-performance credibility .