Edward Shapiro
United Airlines HoldingsAbout Edward L. Shapiro
Edward L. Shapiro, 60, has served as an independent director of United Airlines Holdings, Inc. since 2016; he is Finance Committee Chair and sits on the Compensation and Executive Committees . He is Managing Trustee of The Shapiro Foundation and formerly Managing Partner and Portfolio Manager at PAR Capital Management, with over 25 years investing in airlines and prior board service at US Airways and Global Eagle Entertainment . Shapiro holds an MBA from UCLA and a BS in Economics from the University of Pennsylvania . The Board has affirmatively determined he is independent under Nasdaq and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PAR Capital Management, Inc. | Managing Partner; Portfolio Manager | 1997–2016 | Brought investor’s perspective on capital allocation and risk |
| US Airways | Director | Prior to merger with American Airlines | Airline industry governance; capital and risk oversight |
| Global Eagle Entertainment, Inc. | Director | Prior role (dates not specified) | In-flight connectivity and entertainment expertise |
| The Shapiro Foundation | Managing Trustee | 2000–present | Philanthropic leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Current other public company boards | None | — | No current public company directorships |
| Prior public company boards | US Airways; Global Eagle Entertainment | Various | See Past Roles |
Board Governance
- Committee assignments: Finance Committee Chair; member, Compensation and Executive Committees .
- Independence: Board determined all non‑employee director nominees, including Shapiro, are independent; committee chairs are independent .
- Attendance: Board met 9 times in 2024; Committees met Audit 8, Compensation 7, Executive 4, Finance 5, Nominating/Governance 5, Public Responsibility 4; each incumbent nominee attended at least 75% of Board/Committee meetings during 2024 .
- Executive sessions: Independent director executive sessions held at each quarterly Board meeting; executive sessions also scheduled for each regular quarterly committee meeting .
- Oversight scope (as Finance Chair): capital structure, financial planning, major transactions, treasury; Finance Committee met 5 times in FY24 .
Fixed Compensation
| Element (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 157,074 | Includes Board and committee retainers |
| Stock Awards (grant‑date fair value) | 179,038 | Annual director share unit award |
| All Other Compensation | 86,719 | Matching gifts, flight benefits tax reimbursement and incremental cost, donated ticket cost, cybersecurity services |
| Total | 422,831 | 2024 director compensation total |
Program structure and rates (apply to non‑employee directors generally):
- Annual cash retainer $115,000; annual equity award $180,000; committee chair cash retainers: Audit $30,000; Compensation $25,000; Executive/Finance/Nominating/Governance/Public Responsibility $20,000; committee member cash retainers: Audit $15,000; others $12,500; Chairman receives additional $225,000 equity retainer .
- Stock ownership guideline: 5x annual cash retainer ($575,000); as of March 31, 2025 all non‑employee directors were compliant or within transition period .
Performance Compensation
| Component | Design | Metrics | Vesting |
|---|---|---|---|
| Annual Director Share Units (DEIP) | Fixed-value share units (economic equivalent of one share) | None (non‑employee director awards are not performance‑conditioned) | Vest in full on first anniversary of grant; settle 50% cash/50% stock by default; early vest on death/disability/separation other than for cause |
| 2024 Units | 3,459 units (each non‑employee director) | — | One‑year vest from May 23, 2024 grant |
Directors may elect to defer cash fees and/or equity into share accounts; settlement typically within 60 days following separation unless elected otherwise .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None |
| Compensation Committee interlocks | None; no insider participation and no relationships requiring Item 404 disclosure for committee members |
| Consultant to Compensation Committee | Exequity LLP; independent; no conflicts identified; also advises Nominating/Governance on director compensation |
Expertise & Qualifications
- Airline investing and governance: 25+ years investing in airlines; prior US Airways board service .
- Finance/capital allocation: Extensive experience at PAR Capital; risk management expertise from portfolio management .
- Education: MBA (UCLA); BS Economics (University of Pennsylvania) .
- Skill matrix: Finance/Accounting/Capital Allocation; Air/Travel/Transportation; Risk Management checked for Shapiro .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Common Stock) | 246,433 shares | Less than 1% of outstanding shares |
| Unvested share units counted (vesting within 60 days of 3/24/2025) | 3,459 units | Included in beneficial ownership under SEC rules |
| Deferred share units included (settle within 60 days post‑separation) | 46,433 units | DEIP deferrals counted per footnote |
| Ownership guideline status | Compliant or within transition window (Board‑wide) | Directors must hold ≥5x cash retainer |
| Hedging/pledging | Prohibited by Securities Trading Policy | Applies to officers and directors |
Insider Trades (Form 4 – 2025)
| Filing Date | Transaction Date | Summary | Source |
|---|---|---|---|
| Apr 2, 2025 | Mar 31, 2025 | Quarterly director fees deferred into share account under DEIP; share units convert 1‑for‑1 | (https://ir.united.com/sec-filings/sec-filing/4/0000100517-25-000079) |
| Oct 2, 2025 | Sep 30, 2025 | Quarterly director fees deferred into share account under DEIP [Internet text] | (https://ir.united.com/sec-filings/sec-filing/4/0000100517-25-000182) |
Governance Assessment
- Strengths: Independent director with deep airline capital allocation expertise; Finance Committee Chair overseeing capital structure and major transactions; active on Compensation and Executive Committees . Attendance met Board standards; Board and Committees maintain executive sessions; strong independence and governance credentials .
- Alignment: Robust director equity program (annual share units), 5x retainer ownership guideline; Shapiro defers fees/equity into share units, increasing alignment; hedging/pledging prohibited (https://ir.united.com/sec-filings/sec-filing/4/0000100517-25-000079).
- Compensation/perks: Airline‑standard travel benefits with tax reimbursements are disclosed; while typical for the sector, tax reimbursements can be viewed as shareholder‑unfriendly perquisite; 2024 other compensation includes travel‑related items and cybersecurity services .
- Conflicts/related party: No related‑party transactions disclosed involving Shapiro; Company maintains formal Related Party Transaction Policy and mandatory recusal for conflicts .
- Committee rigor: Compensation Committee uses independent consultant (Exequity), with formal conflict controls; no interlocks or insider participation noted, reducing pay‑setting conflict risk .