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Annual and Proxy | United Therapeutics Corporation
Annual & Proxy
United Therapeutics Corporation Notice & Access
Electronic versions of United Therapeutics Corporation’s 2020 Annual Report on Form 10-K, 2021 Proxy Statement and sample Proxy Card relating to the 2021 Annual Meeting of Shareholders are available for you to download here.
Table shows electronic versions of United Therapeutics Corporation’s 2020 Annual Report on Form 10-K, 2021 Proxy Statement and sample Proxy Card relating to the 2021 Annual Meeting of Shareholders available for download
Click the link to the right to download: Adobe Acrobat
2020 Proxy Statement – SEC.gov
DEF 14A
1
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
o
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240. 14a-12
United Airlines Holdings, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form, Schedule or Registration Statement No. :
Filing Party:
Date Filed:
April 9, 2020
Dear
Stockholder:
On
behalf of our Board of Directors, we are pleased to invite you to the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of United Airlines Holdings, Inc. (the
“Company” or “United”) to be
held on May 20, 2020. A notice of the Annual Meeting and proxy statement follows. Please read the enclosed information and our 2019 Annual Report carefully before voting your proxy.
In
light of the coronavirus (“COVID-19”) pandemic, for the safety of all of our people, including our stockholders, and taking into account recent federal, state and local guidance that
has been issued, we have determined that the 2020 Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. At our virtual Annual Meeting,
stockholders will be able to attend, vote and submit questions by visiting.
Your
vote is important. Even if you plan to attend the virtual Annual Meeting, please authorize your proxy or direct your vote by following the instructions on each of your voting
options described in the proxy statement. You may vote your shares by Internet, telephone or mail pursuant to the instructions included on the proxy card or voting instruction card. We encourage you
to use the first option and vote by Internet.
Thank
you for your continued support of United.
Sincerely,
Oscar Munoz Chief Executive Officer
Notice of 2020 Annual Meeting of Stockholders
Date and Time
Wednesday,
May 20, 2020
9:00 a. m., Central Time
Location
Our
Annual Meeting can be accessed virtually at:
Record Date
April 1,
2020
At
the meeting, stockholders will be asked to:
Elect the directors named in this proxy statement.
2
Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2020.
3
Consider an advisory vote to approve the compensation of the Company’s named executive officers.
4
Act on three stockholder proposals, if properly presented before the meeting.
5
Act on any other matters that may be properly brought before the meeting.
Jennifer L. KraftVice President and Secretary
Chicago,
Illinois
Proxy Voting
Even
if you plan to attend the virtual Annual Meeting, please authorize your proxy or direct your vote as promptly as possible. You may vote your shares by Internet, telephone or mail pursuant to the
instructions included on the proxy card or voting instruction card. The Notice of Internet Availability of Proxy Materials includes instructions for voting over the Internet and requesting a paper
copy of the proxy materials and proxy card. If you attend the Annual Meeting virtually and want to revoke your proxy, you may do so as described in the attached proxy statement and vote during the
Annual Meeting on all matters properly brought before the Annual Meeting.
You
can find detailed information about voting in the section entitled “General Information About the Annual Meeting” in the attached proxy statement.
Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 20, 2020. The
Company’s Notice of Annual Meeting, Proxy Statement and 2019 Annual Report to Stockholders are available on the Internet at.
This
summary highlights certain information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read this proxy
statement and our 2019 Annual Report carefully before voting. This proxy statement and the accompanying proxy card are being made available to you on approximately April 9, 2020.
2020 Annual Meeting of Stockholders Information
Date and Time:
Wednesday, May 20, 2020, at 9:00 a. m., Central Time
Location*:
Our Annual Meeting can be accessed virtually via the Internet at: To participate in
the virtual Annual Meeting, you will need the control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If you are not a stockholder or do not have a control number, you may still
access the meeting as a guest, but you will not be able to submit questions or vote at the meeting.
Record Date:
April 1, 2020
* In light of the coronavirus (“COVID-19”) pandemic, for the safety of all of our people, including our stockholders, and taking into account recent federal, state and local guidance that has been issued, we have determined that the 2020 Annual
Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions. Whether or not you plan to attend the virtual
Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in these proxy materials. Additional information can be found under “General Information About the Annual Meeting. ”
Proposals
Board
Recommendation
Page Number for
Additional
Information
1.
Election of directors named in this proxy statement
FOR each of the nominees
6
2.
Ratification of the appointment of the independent registered public accounting firm for 2020
FOR
87
3.
Advisory vote to approve the compensation of the Company’s named executive officers
90
4.
Stockholder proposal regarding stockholder action by written consent
AGAINST
93
5.
Stockholder proposal regarding a report on lobbying spending
96
6.
Stockholder proposal regarding a report on global warming-related lobbying activities
99
Statement
We
are proud of our performance in 2019. We reached our 2020 goal—first announced in January 2018—to achieve adjusted diluted earnings per share
(“EPS”)(1) in the range of $11 to $13 a full year ahead of schedule. The Company achieved full year 2019 diluted EPS of $11. 58 and adjusted diluted EPS(1) of $12. 05. The
Company also achieved full year 2019 pre-tax margin growth of 2. 6 percentage points compared to full year 2018. This pre-tax margin growth outpaced our largest competitors. Operationally, United was
number one in on-time departures at our hubs in Chicago, Denver and Los Angeles. And throughout 2019, our approximately 100, 000 employees continued to drive customer service by embracing our core4
service decision framework principles of Safe, Caring, Dependable and Efficient.
As
we started 2020, our United team was building on the momentum generated in 2019 and focused on the continued execution of our multi-year growth strategy, running a great operation
and becoming the airline that customers choose to fly. In fact, January and February were the two best winter operational months in Company history(2) and also set new United records for
customer satisfaction.
However,
the onset of the coronavirus (“COVID-19”) pandemic and the resulting significant decline in demand for air travel required that we quickly shift our focus from our strategic
plan for 2020 to managing this crisis. As always, safety comes first at United, and the safety of our customers and employees remains
our top priority. We continue to work closely with federal agencies and global health organizations to share information and ensure we are doing what we can to promote a safe and healthy environment
in our facilities and on our aircraft. In response to the impact of COVID-19, we are proactively evaluating and cancelling flights on a rolling 90 day basis until we see signs of a recovery in
demand, and are taking steps to improve our financial position in light of reduced demand. From a financial perspective, we have reduced our capital expenditures and operating expenditures, suspended
share buybacks under our share repurchase program, entered into $2. 75 billion in secured term loan facilities and taken a number of human capital management actions, among other items. In
recognition of the impact of COVID-19 on United’s business and to lead by example, Oscar Munoz, our Chief Executive Officer, and J. Scott Kirby, our President, have waived 100% of their
respective base salaries from March 10 through at least June 30, 2020, all officers of the Company and United Airlines, Inc., the principal operating subsidiary of the Company
(“United Airlines”), have temporarily waived 50% of their base salaries and our non-employee directors have waived 100% of their cash compensation for the second and third quarters of 2020.
look forward to a time when this public health crisis is behind us, economic recovery is underway and demand for air travel returns. When this happens, we believe that our United
team will be prepared to pick up where we left off, powered by our “uniquely United” advantages—the best airline professionals in the world who thrive on putting our customers at the
center of everything we do, the best mid-continent hubs and coastal international gateways and our culture of innovation—and ready to fulfill the great potential of our airline.
(1)Excludes
special charges, unrealized gains and losses on investments and imputed interest on certain finance leases. See Appendix A for reconciliations of
non-GAAP financial measures to the most directly comparable GAAP measures.
(2)Company
history defined as post-2010 merger; Company records measured from 2010 merger.
Selected
highlights of our financial and operational results in 2019 are provided below:
• Achieved 2019 net income
of $3. 0 billion, pre-tax income of $3. 9 billion, with pre-tax margin of 9. 0%, and diluted EPS of $11. 58 • Achieved 2019 adjusted net income(1) of $3. 1 billion, adjusted pre-tax income(1) of $4. 1 billion, with an adjusted pre-tax margin(1)
of 9. 4%, and adjusted diluted EPS(1) of $12. 05 • Hosted Backstage 2019, which brought all 25, 000 flight attendants to Chicago for a series of hands-on, interactive sessions and workshops focused on caring customer
service
• Set new Company records by
flying our highest number of revenue passengers in Company history(2) • Recognized by the Disability Equality Index for our disability inclusion policies and practices, and received a perfect score of 100%, for the ninth consecutive year, on the
2020 Corporate Equality Index, a premier benchmarking survey and report on corporate policies and practices related to LGBTQ+ workplace equality, administered by the Human Rights Campaign Foundation
• Strengthened our domestic
route network with 69 new routes across the United States, and launched 9 new international routes • MileagePlus loyalty program voted Best Overall Frequent-Flyer Program in the world for the 16th consecutive year by readers of Global
Traveler, and voted Favorite Frequent-Flyer Program in the Trazee Awards • Opened the Company’s fifth United Polaris lounge at Los Angeles International Airport
Corporate Governance Highlights
Highlights
of our corporate governance practices include:
Corporate Governance (See “Corporate Governance” on page 16)
• Directors are elected annually
• Independent Board leadership—following the Annual Meeting, Mr. Philip will become lead independent director when
Mr. Munoz assumes the role of Executive Chairman following his transition from the role of Chief Executive Officer
• Majority voting standard for directors in uncontested elections
• The bylaws grant eligible stockholders the right to include stockholder nominees to the Board in the Company’s proxy materials (proxy access)
• Stockholders have the right to call a special meeting
• The Company does not have a stockholder rights plan
• No supermajority provisions in charter or bylaws
• Members of the Company’s Board and its executive officers are not permitted to hedge our securities or to pledge our securities as collateral
for a loan
• Annual Board and committee evaluations
Executive Compensation Governance (See “Executive Compensation” on page 36)
• Emphasize pay-for-performance alignment
• Majority of total compensation based on performance
• Independent compensation consultant
• Compensation claw-back policy
• Stock ownership requirements for executive officers
• Annual say-on-pay vote
Environmental Sustainability and Community Engagement
United
is committed to building a sustainable future and supporting the communities in which we operate. For additional information, see “Corporate Governance—Environmental
Sustainability” on page 22 and “Corporate Governance—Community Engagement” on page 23.
Director Nominee Skills and Experience Highlights
Director Nominee Key Attributes
Our Director Nominees (See “Proposal No. 1: Election of Directors” on page 6)
Director
Age
Since
Principal
Occupation
Other
Current
Public
Boards
Independent
Committee
Membership
Directors to be Elected by the Holders of Common Stock
Carolyn Corvi
68
2010
Former VP and General Manager, The Boeing Company
✓
• Audit
• Executive • Finance (Chair)
Barney Harford
48
2016
Former Chief Operating Officer, Uber Technologies, Inc.
—
• Finance • Nominating/Governance • Public Responsibility
Michele J. Hooper
2018
President and CEO, The Directors’ Council
• Compensation • Nominating/Governance
Walter Isaacson
67
2006
Advisory Partner, Perella Weinberg Partners
• Executive • Nominating/Governance • Public Responsibility (Chair)
James A. Kennedy
66
Former President and CEO, T. Rowe Price Group, Inc.
• Compensation (Chair)
• Executive • Finance
J. Scott Kirby
52
President, United Airlines Holdings, Inc.
President
Oscar Munoz
61
CEO, United Airlines Holdings, Inc.
CEO
Edward M. Philip
54
Former COO, Partners in Health
• Executive • Nominating/Governance (Chair)
Edward L. Shapiro
55
Former Managing Partner, PAR Capital Management, Inc.
• Compensation • Finance • Public Responsibility
David J. Vitale
73
Former Chairman, Urban Partnership Bank
• Audit (Chair) • Executive
• Finance
James M. Whitehurst
President, International Business Machines Corporation
• Compensation • Finance • Nominating/Governance
Directors to be Elected by the Holders of Other Classes of Stock
Todd M. Insler
51
Master Executive Council Chairman, United Airline Pilots Master Executive Council of ALPA
• Public Responsibility
Sito J. Pantoja
63
General Vice President, IAM Transportation Department
• Public
Responsibility
Proposal No. 1: Election of Directors
The
Nominating/Governance Committee has recommended to the board of directors (the “Board”) of United Airlines Holdings, Inc. (the “Company, ” “United, ” “we, ” “our” or “us”), and
the Board has unanimously nominated, the individuals named below for election as directors at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) to hold office until the next annual
meeting of stockholders and until their successors are elected and qualified, or until their earlier death, resignation or removal. Each of the nominees currently serves as a director of the Company,
with the exception of J. Scott Kirby, who is currently the President of the Company and will become Chief Executive Officer of the Company following
the Annual Meeting. There is no family relationship between any of the nominees or between any nominee and any executive officer of the Company.
Jane
C. Garvey will not stand for reelection to the Board at the Annual Meeting and will retire from the Board at the end of her current term as director. The Company thanks
Ms. Garvey for her service on the Board. As further detailed below, at the Annual Meeting, 11 directors are nominated for election by the holders of our common stock, $0. 01 par value per share
(“Common Stock”), and two directors will be elected by the holders of our other classes of stock.
Shares
represented by properly executed proxy cards will be voted, except where directed otherwise, FOR the election of each of the 11 nominees to be elected by the holders of our
Common Stock. In the event that any nominee is unable to serve or for good cause will not serve, such shares will be voted FOR the election of such substitute nominee as the Board may propose. Each of
the nominees has agreed to serve if elected, and management has no reason to believe that any of the nominees will be unable to serve.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE NOMINEES NAMED BELOW, WHICH IS DESIGNATED AS PROPOSAL NO. 1.
Set
forth on the following pages is biographical and other information about each nominee for election as a director. This information includes, but is not limited to, the business
experience and directorships on the boards of public companies and registered investment companies held by each nominee during at least the past five years. This information also includes a discussion
of the specific experience, qualifications, attributes and skills of each nominee that led to the Board’s determination that such nominee is qualified and should serve as a director.
addition to the information presented below regarding each nominee’s specific experience, qualifications, attributes and skills, the Board believes that all of the nominees have
demonstrated certain common attributes that the Board would generally expect any director nominee to possess. Those common attributes include an appropriate level of business, government or
professional acumen, the capacity for strategic and critical thinking, leadership capabilities, a reputation for integrity and ethical conduct, and an ability to work collaboratively. Please see
“Corporate Governance—Nominations for Directors” below for further discussion of the criteria considered by the Nominating/Governance Committee when identifying director nominees.
Eleven
directors are to be elected by the holders of Common Stock. Each current director has served continuously since the date of his or her appointment.
Age: 68
Director Since: 2010
Committees: Audit, Executive and Finance (Chair)
Select Business Experience: • Vice President and General Manager, Airplane Programs, Commercial Airplanes of Boeing Commercial Airplanes (commercial jet aircraft segment) of The Boeing Company (“Boeing”)
(2005-2008) • Various other
positions with Boeing for 34 years, including Vice President and General Manager of 737/757 Programs, Vice President of Aircraft Systems and Interiors, Vice President of the Propulsion Systems Division, Director of Quality Assurance for the
Fabrication Division and Director of Program Management for 737/757 Programs Current Public Company Directorships: • Allegheny Technologies Incorporated (2012-present)
• Hyster-Yale Materials
Handling, Inc. (2012-present) Past Public Company Directorships: • Goodrich Corporation (2009-2012) • Continental Airlines, Inc. (“Continental”) (2009-2010)
Other Experience and Qualifications: Ms. Corvi provides extensive management expertise to the Board, having served in
key management and operational oversight roles for Boeing during her 34 years of service. She also brings an expertise with respect to the manufacturing of commercial aircraft, which she developed through her management of commercial airplane
production for Boeing as Vice President and General Manager, Airplane Programs, Commercial Airplanes, Vice President and General Manager of 737/757 Programs, Vice President of Aircraft Systems and Interiors, Vice President of the Propulsion Systems
Division, and in the other positions indicated above. Ms. Corvi brings experience to the audit committee function of the Board through her previous service on the Audit Committees of Continental and Goodrich Corporation and her current service
on the Audit Committee of Hyster-Yale Materials Handling, Inc. Her service on the Continental board of directors provided her with valuable experience in the airline industry.
7
Age: 48
Director Since: 2016
Committees: Finance, Nominating/Governance and Public Responsibility
Select Business Experience: • Chief Operating Officer of Uber Technologies, Inc. (“Uber”) (2018-2019) • Chief Executive Officer of Orbitz Worldwide, Inc. (online travel
company) (2009-2015) • Multiple roles at Expedia, Inc. (online travel company) (1999-2006), including President of Expedia Asia Pacific (2004-2006) Past Public
Company Directorships: • Orbitz Worldwide, Inc. (2009-2015) • eLong, Inc. (2004-2008) Other Experience and Qualifications: Mr. Harford brings travel
industry and ecommerce insight, combined with a successful track record deploying large technology teams, having served as Chief Executive Officer of Orbitz Worldwide, Inc. He also provides experience with international markets, in particular
the Asia Pacific region, having led Expedia’s entry into China, Australia and Japan. Mr. Harford also brings valuable strategy and operational experience to the Board, having served as Chief Operating Officer of Uber, where he was responsible
for the company’s global ridesharing business, leading operations, strategy, marketing, customer support, safety and insurance in over 60 countries, and for the company’s food-delivery business Uber Eats. He previously served on the board of
directors of Lola (2016-2017), LiquidPlanner, Inc., (2007-2017), Crystal Orange Hotel Group (formerly Mandarin Holdings) (2009-2012) and GlobalEnglish Corporation (2008-2011).
Director Since: 2018
Committees: Audit, Compensation and Nominating/Governance
Select Business Experience: • President and Chief Executive Officer, The Directors’ Council (consulting firm that works with corporate boards to increase their independence, effectiveness and diversity)
(2013-present) • President
and Chief Executive Officer, Voyager Expanded Learning (developer and provider of learning programs and teacher training in public schools) (1999-2000) • President and Chief Executive Officer, Stadtlander Drug Company
(provider of disease-specific pharmaceutical care) (1998-1999) Current Public Company Directorships: • PPG Industries, Inc. (“PPG”) (1997-present). On November 19,
2019, PPG filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”) disclosing that Ms. Hooper was not standing for re-election at PPG’s 2020 annual meeting scheduled for April 16, 2020 • UnitedHealth Group, Inc.
(2007-present) Past Public Company Directorships: • AstraZeneca PLC (2003-2012) • Warner Music Group Corporation (2006-2011) Other Experience and Qualifications: Ms. Hooper provides extensive corporate governance expertise to the Board and, as President
and Chief Executive Officer of The Directors’ Council, has consulted with major companies to enhance the effectiveness of their corporate governance. Ms. Hooper has significant public company audit committee experience, with over 20 years
of experience chairing audit committees at PPG Industries, Inc., AstraZeneca PLC, Warner Music Group Corporation and Target Corporation. Ms. Hooper’s corporate governance and accounting experience, along with her experience as a senior
executive at a range of companies, provides the Board with a unique set of skills that enhances the Board’s leadership and oversight capabilities.
8
Age: 67
Director Since: 2006
Committees: Executive, Nominating/Governance and Public Responsibility (Chair)
Select Business Experience: • Advisory Partner, Perella Weinberg Partners (a financial services firm) (2017-present) •
President and Chief Executive Officer of The Aspen Institute (international education and leadership institute) (2003-2018) • Chairman and Chief Executive Officer of CNN (2001-2003)
Past Public Company Directorships: • CNN (2001-2003) (Chairman) Other
Experience and Qualifications: Mr. Isaacson provides valuable business operations expertise and extensive management knowledge, having served as President and Chief Executive Officer of The Aspen Institute. Prior to that
position, he gained leadership experience and strategic development and implementation skills as Chairman and Chief Executive Officer of CNN. Mr. Isaacson has also served as the editor of Time Magazine. In 2009, Mr. Isaacson was appointed by President Obama to be Chairman of the Broadcasting Board of Governors, which runs international broadcasts for the U. S. government. He served in this role until January 2012. Through his various
professional positions, Mr. Isaacson has gained experience in a broad range of industries, including education, economics, communications and broadcasting.
IndependentAge: 66
Committees: Compensation (Chair), Executive and Finance
Select Business Experience: • President and Chief Executive Officer of T. Rowe Price Group, Inc. (“T. Rowe Price”) (global investment management organization) (2007-2015) • Various other roles at T. Rowe Price throughout his tenure from 1978
to 2016 Current Public Company Directorships: • Columbia Care Inc. (2019-present) Past Public Company Directorships:
• T. Rowe Price (1996-2016) Other Experience
and Qualifications: Mr. Kennedy brings to the Board a stockholders’ perspective and his expertise in management, finance and leadership, particularly as result of his tenure as President and Chief Executive Officer of T.
Rowe Price, a global investment management organization which provides mutual fund, sub-advisory and institutional asset management. Prior to his appointment as President and Chief Executive Officer of T. Rowe Price, Mr. Kennedy served in roles
of increasing responsibility at T. Rowe Price since 1978, including equity analysis (1978-1987), Director of Equity Research (1987-1999), and Head of U. Equities (1997-2006). Mr. Kennedy also brings executive compensation experience to the
Board, having been involved in management compensation since 1987, and served as the Chairman of the Management Compensation Committee at T. Rowe Price for nine years.
9
Age: 52
Select Business Experience: • President of the Company (August 2016-present). In December 2019, the Company announced that Mr. Kirby will become Chief Executive Officer of the Company following the Annual Meeting • President of American Airlines Group and American Airlines,
Inc. (2013-August 2016) • President of US Airways (2006-2013) Other Experience and Qualifications: As our President, Mr. Kirby is
responsible for United’s operations, marketing, sales, alliances, network planning and revenue management, among other items. Mr. Kirby has been instrumental in the development and implementation both of the Company’s strategic growth plan and
its core4 culture. He also has extensive airline industry experience, having served as President of American Airlines Group and American Airlines, Inc. from 2013 to August 2016, as President of US Airways from October 2006 to December 2013 and
in other significant leadership roles at US Airways and at America West prior to the 2005 merger of those carriers, including as Executive Vice President, Sales and Marketing (2001-2006); Senior Vice President, e-business (2000-2001); Vice President,
Revenue Management (1998-2000); Vice President, Planning (1997-1998); and Senior Director, Scheduling and Planning (1995-1998). Prior to joining America West, Mr. Kirby worked for American Airlines Decision Technologies and at the
Pentagon.
10
Age: 61
Committees: Executive and Finance
Select Business Experience: • Chief Executive Officer of the Company (Sept. 2015-present). In December 2019, the Company announced that following the Annual Meeting, Mr. Munoz will transition from the role of Chief Executive Officer of the Company
and assume the role of Executive Chairman of the Board • President of the Company (Sept. 2015-Aug. 2016)
• President and Chief Operating Officer of CSX Corporation (“CSX”) (railroad and intermodal transportation services company) (Feb. 2015-Sept.
2015) • Executive Vice
President and Chief Operating Officer of CSX (2012-2015) • Executive Vice President and Chief Financial Officer of CSX (2003-2012) Past Public Company Directorships: • CSX (Feb. 2015-Sept. 2015) • Continental (2004-2010) Other Experience and Qualifications: As our Chief Executive Officer,
Mr. Munoz is responsible for the Company’s business and ongoing operations and management’s efforts to implement the strategic priorities identified by the Board. Mr. Munoz is uniquely suited to inform the Board with respect to these
matters. Mr. Munoz has also developed key expertise with respect to all aspects of the airline industry during his tenure as the Company’s CEO. In addition, Mr. Munoz provides valuable expertise in management, finance, accounting and
auditing to the Board. He developed this expertise during his time as the Company’s CEO, as well as through more than 25 years of service prior to joining the Company in key executive positions within the telecommunications, beverage and
transportation industries. Prior to joining the Company, Mr. Munoz served as the President and Chief Operating Officer of CSX from February 2015 until September 2015, with responsibility for managing all aspects of CSX’s operations across its
21, 000-mile network, including transportation, service design, customer service, engineering, mechanical and technology. In this role, Mr. Munoz also oversaw sales and marketing, human resources and information technology. Immediately prior to
this role, Mr. Munoz served as Executive Vice President and Chief Operating Officer of CSX. Mr. Munoz also previously served as Executive Vice President and Chief Financial Officer of CSX, with responsibility for management and oversight of
all financial, strategic planning, information technology, purchasing and real estate activities of CSX. In addition, he developed extensive experience in the airline industry during his six years of service on the Continental board of
directors.
11
IndependentAge: 54
Committees: Audit, Executive and Nominating/Governance (Chair)
Select Business Experience: • Chief Operating Officer of Partners in Health (non-profit healthcare organization) (2013-2017)
• Special Partner of Highland Consumer Fund (consumer oriented investment fund) (2013-2017) • Managing General Partner of Highland Consumer Fund (2006-2013)
• President and Chief
Executive Officer of Decision Matrix Group (research and consulting firm) (2004-2005) • Senior Vice President of Terra Networks, S. A. (Spanish internet multinational company) (2000-2004) Current Public Company Directorships: • Hasbro, Inc. (2002-present) • BRP Inc. (2005-present) •
Experience Investment Corp. (2019-present) Other Experience
and Qualifications: Mr. Philip brings to the Board nearly three decades of leadership across the technology, health care and financial services sectors. Mr. Philip was also one of the founding members of the internet
search company, Lycos, Inc. During his tenure with Lycos, Mr. Philip held the positions of President, Chief Operating Officer and Chief Financial Officer at different times. Prior to joining Lycos, he spent time as the Vice President of
Finance for The Walt Disney Company and a number of years in investment banking.
IndependentAge: 55
Committ
