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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.          )

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April 29, 20169, 2020

Dear Stockholder:

          On behalf of our Board of Directors, we are pleased to invite you to the 20162020 Annual Meeting of Stockholders (the "Annual Meeting") of United ContinentalAirlines Holdings, Inc. (the "Company" or "United") to be held on June 8, 2016.May 20, 2020. A notice of the 2016 Annual Meeting and proxy statement follows. Please read the enclosed information and our 20152019 Annual Report carefully before voting your proxy.

        This year, we will continue to take advantage          In light of the U.S. Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders oncoronavirus ("COVID-19") pandemic, for the Internet. We believe that these rules allow us to providesafety 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 the information they need while lowering the costs of deliveryno physical in-person meeting. At our virtual Annual Meeting, stockholders will be able to attend, vote and reducing the environmental impact of the 2016 Annual Meeting.submit questions by visitingwww.virtualshareholdermeeting.com/UAL2020.

          Your vote is important. Even if you plan to attend the virtual Annual Meeting, in person, please authorize your proxy or direct your vote by following the instructions on each of your voting options described in the proxy statement and the Notice of Internet Availability.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. We look forward to seeing you at the 2016 Annual Meeting.

		Sincerely,
		Oscar Munoz President and Chief Executive Officer

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UNITED CONTINENTAL HOLDINGS, INC.
233 South Wacker Drive
Chicago, Illinois 60606

NOTICE OF 2016 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 8, 2016

MATTERS TO BE VOTED ON:

1.

Election of nominees to the Board of Directors, as follows:



•

Twelve directors, to be elected by the holders of Common Stock;



•

One ALPA director, to be elected by the holder of Class Pilot MEC Junior Preferred Stock; and



•

One IAM director, to be elected by the holder of Class IAM Junior Preferred Stock.



2.

Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company and its subsidiaries for the fiscal year ending December 31, 2016.



3.

An advisory resolution approving the compensation of the Company's named executive officers as presented in the proxy statement.



4.

Any other matters that may be properly brought before the Annual Meeting.

		Sincerely,
		Jennifer L. KraftOscar Munoz Deputy General Counsel and SecretaryChief Executive Officer

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FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements that reflect the expectations and beliefs of United Continental Holdings, Inc. (the "Company") with respect tosummary highlights certain current and future events, including its future plans with respect to share repurchases, anticipated changes to its fleet, its plans to drive ancillary revenue and its anticipated financial and operating performance. Factors that could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to, those described in Part I, Item 1A., "Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2015 (the "2015 Form 10-K"), as well as other risks and uncertainties set forth from time to time in the reports the Company files with the U.S. Securities and Exchange Commission (the "SEC"). All forward-looking statementsinformation contained elsewhere in this proxy statement are based uponstatement. This summary does not contain all of the information available to the Company on the date on whichthat you should consider, and you should read this proxy statement was filed with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changed circumstances or otherwise, except as required by applicable law.

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UNITED CONTINENTAL HOLDINGS, INC.
233 South Wacker Drive
Chicago, Illinois 60606

PROXY STATEMENT
2016 ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 8, 2016

GENERAL INFORMATION

Purpose, Place, Date and Time

        This proxy statement is furnished to you by the board of directors (the "Board") in connection with the solicitation of your proxy to be voted at the 2016 annual meeting of stockholders of United Continental Holdings, Inc., which we refer to as the "Annual Meeting," to be held on Wednesday, June 8, 2016, at 9:00 a.m., Central Time, at the Willis Tower, 233 South Wacker Drive, Chicago, Illinois 60606.our 2019 Annual Report carefully before voting. This proxy statement and the accompanying proxy card are being made available to you on approximately April 29, 2016.

        In this proxy statement, the terms "we," "our," "us," "UAL" and the "Company" refer to United Continental Holdings, Inc. The Company became the parent company of Continental Airlines, Inc. (together with its consolidated subsidiaries, "Continental") upon the closing of a merger transaction (the "Merger") on October 1, 2010. As part of the Merger integration, on March 31, 2013, the Company merged its two operating subsidiaries, Continental and United Air Lines, Inc. ("United Air Lines"), with Continental continuing as the surviving corporation and as a wholly-owned subsidiary of the Company. Upon the closing of this transaction on March 31, 2013, Continental's name was changed to "United Airlines, Inc." ("United Airlines").

Internet Availability of Proxy Materials

        We will continue to take advantage of the "Notice and Access" rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), which allow public companies to deliver a "Notice of Internet Availability of Proxy Materials" and provide Internet access to proxy materials and annual reports to their stockholders. The use of Notice and Access generates cost savings for the Company and reduces the environmental impact of the Annual Meeting. In lieu of paper copies of the proxy statement and other materials, most of our stockholders will receive a "Notice of Internet Availability." The Notice of Internet Availability will include instructions on accessing and reviewing our proxy materials and annual report to stockholders on the Internet, and will provide instructions on submitting a proxy on the Internet. If you would like to receive paper or email copies of our proxy materials and annual report, please follow the instructions on the Notice of Internet Availability for requesting paper or email copies of our proxy materials and annual report.

Householding

        The rules of the SEC allow us to deliver a single Notice of Internet Availability or set of proxy materials and annual report to one address shared by two or more of our stockholders. This delivery method is referred to as "householding" and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Notice of Internet Availability or set of proxy materials and annual report to multiple stockholders who share an address, unless we have received different instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly,9, 2020.

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upon written or oral request,          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 separate Noticefull year ahead of Internet Availability orschedule. 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 proxy materialsthe coronavirus ("COVID-19") pandemic and annual report, as requested,the resulting significant decline in demand for air travel required that we quickly shift our focus from our strategic plan for 2020 to any stockholdermanaging 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.

          We 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 shared addresscenter of everything we do, the best mid-continent hubs and coastal international gateways and our culture of innovation—and ready to which a single copy of those documents was delivered. If you prefer to receive separate copies offulfill the Annual Meeting materials, contact Broadridge Financial Solutions, Inc. ("Broadridge") by telephone at (800) 542-1061 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

        If you are currently a stockholder sharing an address with another stockholder and are receiving multiple copiesgreat potential of our Noticeairline.

(1)

Excludes special charges, unrealized gains and losses on investments and imputed interest on certain finance leases. See Appendix A for reconciliations of Internet Availability or proxy materials and wish to receive only one copy of future Notices of Internet Availability or proxy materials and annual reports for your household, please contact Broadridge at the above telephone number or address.

Voting Rights and Proxy Information

Who is entitled to vote?

        If you are a stockholder with shares of our voting stock, including our common stock, $0.01 par value per share ("Common Stock"), registered in your name with Computershare Investor Services ("Computershare"), the Company's transfer agent and registrar, then you are considered a "stockholder of record." Stockholders of record at the close of business on April 21, 2016, which is known as the "record date" for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

        The following chart shows the number of shares of each class of our voting stock outstanding as of the record date, the number of record holders of each class as of the record date entitled to vote at the Annual Meeting, the votes per share for each class for all matters on which the shares vote, and the directors each class is entitled to elect. The aggregate number of votes to which a class is entitled is equalnon-GAAP financial measures to the number of shares outstanding of such class.most directly comparable GAAP measures.

(2)

Company history defined as post-2010 merger; Company records measured from 2010 merger.

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How do I vote if I am a stockholder of record?

        If you are a stockholder of record that holds shares as of the record date, you have three options for delivering your proxy to vote your shares:

•

Vote by Internet

        You can vote via the Internet by logging ontohttp://www.envisionreports.com/ual and following the prompts using the control number located on your Notice of Internet Availability or proxy card. This vote will be counted immediately, and there is no need to mail your proxy card.

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•

Vote by Telephone

        To use the telephone voting procedure, dial (800) 652-8683 and listen for further directions. You must use a touch-tone telephone in order to respond to the questions. This vote will be counted immediately, and there is no need to mail your proxy card.

•

Vote by Mail

        Shares eligible to be voted, and for which a properly signed proxy card is returned, will be voted in accordance with the instructions specified on the proxy card.

        Proxies submitted by Internet or telephone must be received by 11:59 p.m., Central Time, on Tuesday, June 7, 2016, the day before the Annual Meeting.

        Even if you have submitted a proxy before the Annual Meeting, you may still attend the Annual Meeting and vote in person. If you vote in person at the Annual Meeting, your previously submitted proxy will be disregarded, but simply attending the Annual Meeting will not revoke a previously submitted proxy. See "Can I attend the Annual Meeting?" below for information regarding how to attend the Annual Meeting.

We encourage you to vote by Internet as instructed on the Notice of Internet Availability or proxy card.

How are my shares voted if I do not indicate how to vote on the proxy card?

        If we receive a signed and dated proxy card and the proxy card does not specify how your shares are to be voted, your shares will be voted in accordance with the recommendations of the Board, including FOR the election of each of the nominees for director (Proposal No. 1), FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2016 (Proposal No. 2) and FOR the advisory vote to approve the compensation of the Company's named executive officers (Proposal No. 3).

How do I vote if I hold my shares through an account at a broker, bank, trust or other nominee?

        If you hold your shares in an account at a broker, bank, trust or other nominee, you are considered the "beneficial owner" of shares held in "street name," and you should have received a Notice of Internet Availability or a voting instruction card and voting instructions with these proxy materials from that organization rather than from us. To ensure that your vote is counted, follow the directions set forth on the Notice of Internet Availability or voting instruction card and the voting instructions that you receive. To vote in person at the Annual Meeting, you must obtain a legal proxy from your broker, bank, trust or other nominee. Follow the instructions from your broker, bank, trust or other nominee included with the Notice of Internet Availability or proxy materials, or contact your broker, bank, trust or other nominee, to request a legal proxy.

How do I vote my shares if I participate in one of the United 401(k) plans?

        If you hold shares in an account under the United Airlines Ground Employee 401(k) Plan, the United Airlines Flight Attendant 401(k) Plan or the United Airlines Management and Administrative 401(k) Plan (each a "Plan," and collectively, the "United 401(k) Plans"), Computershare is sending you the Company's Notice of Internet Availability or proxy materials directly, including the voting instruction card. You may direct the trustee of the United 401(k) Plans, Evercore Trust Company, N.A., on how to vote your Plan shares by directing the voting of your Plan shares by Internet, telephone or mail pursuant to the instructions included on the Notice of Internet Availability or proxy card. Please note that, in order to permit the trustee for the United 401(k) Plans to tally and vote all of the shares of Common Stock held in the United 401(k) Plans, your instructions, whether by Internet, telephone or proxy card, must be completed and received prior to 5:00 a.m., Central Time, on Monday, June 6, 2016. You may not change your vote related to such Plan shares after this deadline.

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          If you do not provide voting instructions to the trustee, your Plan shares will be voted by the trusteeSelected highlights of our financial and operational results in the same proportion that it votes shares in other Plan accounts for which it did receive timely voting instructions. The proportional voting policy is detailed under the terms2019 are provided below:

Highlights of each Plan and trust agreement.our corporate governance practices include:

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        As explained above under "What are 'broker non-votes?,"' if brokers exercise their discretionary voting authority on Proposal No. 2, such shares will be considered present at the meeting for quorum

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purposes and broker non-votes will occur as to each

•

Members of the other proposals presented at the meeting (Proposal Nos. 1Company's Board and 3), which are considered "non-routine." Broker non-votes will have no impact on the voting results on the election of directors (Proposal No. 1) or the advisory resolution approving the compensation of the namedits executive officers (Proposal No. 3).

If you are a beneficial owner of shares held by a broker, bank, trustnot permitted to hedge our securities or other nominee holding shares on your behalf, we urge you to submit your voting instructions to your broker, bank, trust or other nominee in advance of the Annual Meeting. Please see "How do I vote if I hold my shares through an account at a broker, bank, trust or other nominee?" abovepledge our securities as collateral for a discussionloan



•

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

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Annual say-on-pay vote

Environmental Sustainability and Community Engagement

          United is committed to building a sustainable future and supporting the procedures.

What classes of stock vote on each proposal, and what is the vote required?

        The holders of Common Stock, Class Pilot MEC Junior Preferred Stock and Class IAM Junior Preferred Stock will vote together as a single class on all proposals presented at the Annual Meeting other than the election of directors (Proposal No. 1).

Election of Directors (Proposal No. 1)

        Each director will be elected by vote of a majority of the votes cast with respect to that director's election in person or represented by proxy and entitled to vote on the election of directors. "Majority of the votes cast" means that the number of shares voted FOR a director exceeds the number of shares voted AGAINST that director (with abstentions and broker non-votes not counted as a vote cast either FOR or AGAINST that director's election). Any incumbent director who is not reelected in an electioncommunities in which majority voting applies is required to tender his or her resignation promptly following certification of the stockholders' vote. The Nominating/Governance Committee will then consider the tendered resignationwe operate. For additional information, see "Corporate Governance—Environmental Sustainability" on page 22 and recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The Board is expected to act"Corporate Governance—Community Engagement" on the recommendation within 120 days following certification of the stockholders' vote and will promptly disclose its decision regarding whether to accept the director's resignation offer. The director who tenders his or her resignation will not participate in the recommendation of the Nominating/Governance Committee or the decision of the Board with respect to his or her resignation.page 23.

Director Nominee Skills and Experience Highlights

Proposal Nos. 2 and 3

        The affirmative vote of a majority in voting power of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter will be required to approve the ratification of the appointment of the independent registered public accounting firm (Proposal No. 2) and the advisory resolution approving the compensation of the named executive officers (Proposal No. 3).

How does the proxy voting process work?

Director Nominee Key Attributes

Tenure		Age		Diversity
9 of 13 Director Nominees are independent (including 9 of 11 Director Nominees to be elected by holders of our Common Stock)

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        If you vote using the Internet or telephone procedures specified in the Notice of Internet Availability or proxy card, or your proxy card is properly dated, signed and returned by mail, the proxy will be voted at the Annual Meeting in accordance with the instructions indicated by it (or if there are no such instructions, then in accordance with the recommendation of the Board).

        If a quorum is not present at the time the Annual Meeting is convened for any particular purpose, or if for any other reason we believe that additional time should be allowed for the solicitation of proxies, we may adjourn the Annual Meeting with the vote of the stockholders then present.

How do I revoke a proxy?

        Any proxy may be revoked by the person giving it at any time before it is voted (except as discussed above with respect to shares in a United 401(k) Plan account). A proxy may be revoked by a

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Our Director Nominees (See "Proposal No. 1: Election of Directors" on page 6)

Director

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Age

Director Since

Principal Occupation

Other Current Public Boards

Independent

Current Committee Membership

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Directors to be Elected by the Holders of Common Stock

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Carolyn Corvi

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68

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2010

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Former VP and General Manager, The Boeing Company

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• Audit • Executive • Finance (Chair)

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Barney Harford

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48

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2016

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Former Chief Operating Officer, Uber Technologies, Inc.

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• Finance • Nominating/Governance • Public Responsibility

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Michele J. Hooper

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68

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2018

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President and CEO, The Directors' Council

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Walter Isaacson

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67

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2006

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Advisory Partner, Perella Weinberg Partners

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James A. C. Kennedy

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66

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2016

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Former President and CEO, T. Rowe Price Group, Inc.

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1

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• Compensation (Chair) • Executive • Finance

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J. Scott Kirby

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52

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President, United Airlines Holdings, Inc.

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President

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Oscar Munoz

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61

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2010

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CEO, United Airlines Holdings, Inc.

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CEO

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• Executive • Finance

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Edward M. Philip

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54

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2016

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Former COO, Partners in Health

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• Audit • Executive • Nominating/Governance (Chair)

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Edward L. Shapiro

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55

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2016

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Former Managing Partner, PAR Capital Management, Inc.

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• Compensation • Finance • Public Responsibility

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David J. Vitale

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73

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2006

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Former Chairman, Urban Partnership Bank

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James M. Whitehurst

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52

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2016

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President, International Business Machines Corporation

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Directors to be Elected by the Holders of Other Classes of Stock

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Todd M. Insler

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51

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2016

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Master Executive Council Chairman, United Airline Pilots Master Executive Council of ALPA

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• Public Responsibility

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Sito J. Pantoja

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63

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2016

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General Vice President, IAM Transportation Department

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• Public Responsibility

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later proxy delivered using the Internet or telephone voting procedures or by written notice mailed to the Secretary prior to the Annual Meeting. If you hold your shares through a broker, bank, trust or other nominee, you should follow their instructions as to how you can revoke a proxy. Attendance at the Annual Meeting will not automatically revoke a proxy, but a holder of Common Stock who is in attendance and entitled to vote at the Annual Meeting may request a ballot and vote in person, which revokes a previously granted proxy.

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How are proxies being solicited and who pays solicitation expenses?

        Proxies are being solicited by the Board on behalf of the Company. All expenses of the solicitation, including the cost of preparing and mailing this proxy statement, will be borne by us. Arrangements will also be made with custodians, nominees and fiduciaries for forwarding of proxy solicitation material to beneficial owners of Common Stock and voting preferred stock held of record, and we may reimburse these individuals for their reasonable expenses. In addition to mailed proxy materials and proxy materials available over the Internet, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. These individuals will not be additionally compensated, but may be reimbursed for out-of-pocket expenses associated with solicitation. To help assure the presence in person or representation by proxy of the largest number of stockholders possible, we have engaged MacKenzie Partners, Inc. ("MacKenzie"), a proxy solicitation firm, to solicit proxies on our behalf.

        The Company has agreed to pay MacKenzie customary compensation for its solicitation services, including an initial retainer of $60,000 plus reimbursement for reasonable out-of-pocket expenses incurred during the solicitation. MacKenzie has advised us that its total fees are estimated to be $25,000 in connection with the solicitation. The Company has also arranged to indemnify MacKenzie against certain liabilities arising from or in connection with the solicitation.

Can I attend the Annual Meeting?

        Admittance is limited to stockholders of the Company. The following procedures have been adopted to ensure that the Company's stockholders can check in efficiently when entering the Annual Meeting.

Stockholders of Record

        If you are a stockholder of record on April 21, 2016 (the record date), you (or your duly appointed proxy holder) are entitled to attend the Annual Meeting. If you are a stockholder of record or you own shares through a Plan, there is an admission ticket located on your Notice of Internet Availability or proxy card. You will be asked to present the admission ticket and valid picture identification to obtain admittance to the Annual Meeting.

        If you are a record holder (or a record holder's duly appointed proxy) and you do not bring an admission ticket with you to the Annual Meeting, you will be admitted upon verification of ownership at the stockholders' registration desk. Please be prepared to present valid picture identification.

Beneficial Owners

        If you are a beneficial owner of Common Stock as of April 21, 2016, you may obtain admittance at the stockholders' registration desk by presenting evidence of your Common Stock ownership. This evidence could be a legal proxy from the institution that is the record holder of your shares, or your most recent account statement from your broker, bank, trust or other nominee that includes the record date, along with valid picture identification. Please note that in order to vote at the Annual Meeting, beneficial owners must present the legal proxy from the record holder.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Proposal No. 1: Election of Directors

          The Nominating/Governance Committee has recommended to the Board,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.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.

          As previously announced, each of Messrs. Meyer, Walker and Yamarone has notified the Company that he intends to retire from the Board at the end of his current term as director andJane C. Garvey will therefore, not stand for reelection to the Board at the Annual Meeting.Meeting and will retire from the Board at the end of her current term as director. The Company thanks Messrs. Meyer, WalkerMs. 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 Yamarone for their many yearstwo directors will be elected by the holders of distinguished service to the Company.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 12 nominees.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.

Director Qualifications

Director Qualifications

          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.

          In 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.

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Directors to be Elected by the Holders of Common Stock

          TwelveEleven 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. On April 19, 2016, the Company entered into an agreement (the "Settlement Agreement") with PAR Capital Management, Inc. ("PAR"), Altimeter Capital Management, LP ("Altimeter") and the other signatories listed on the signature page thereto, pursuant to which the Company, Altimeter and PAR settled a proxy contest for the election of directors. Pursuant to the Settlement Agreement, Messrs. Harford and Shapiro have been nominated for election at the Annual Meeting.

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Nominee		(1) Business Experience (2) Public Company and Registered Investment Company Directorships (3) Experience and Qualifications				Age			Director Since
Carolyn Corvi		(1)		Retired 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.			64			2010
		(2)		Director—Allegheny Technologies Inc. (2012-present); Hyster-Yale Materials Handling, Inc. (2012-present); Goodrich Corporation (2009-2012); Continental (2009-2010).
		(3)		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 Committees of Allegheny Technologies Inc. and Hyster-Yale Materials Handling, Inc. Her service on the Continental board of directors provided her with valuable experience in the airline industry.
Jane C. Garvey		(1)		Chairman of Meridiam, North America (infrastructure development fund) (2009-present); Vice President of U.S. Public Private Partnerships in Transportation at JPMorgan Chase (global financial services firm) (2008-2009); Executive Vice President and Chairman of Transportation Practice of APCO Worldwide (public affairs and strategic communications consulting firm) (2003-2008).			72			2009
		(2)		Director—Bombardier Inc. (2007-2008); Skanska (2003-2008).

Carolyn Corvi

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Nominee		(1) Business Experience (2) Public Company and Registered Investment Company Directorships (3) Experience and Qualifications				Age			Director Since
		(3)		Ms. Garvey brings extensive management oversight experience to the Board as Chairman of Meridiam, North America. She also provides valuable leadership experience and knowledge of the airline industry from her past role as administrator of the Federal Aviation Administration ("FAA"), where she was the first administrator to serve a five-year term, and as the recipient of the National Air Transportation Association's Distinguished Service Award. Through her various professional responsibilities, Ms. Garvey has also gained experience in a broad range of industries, including infrastructure development, financial services, transportation, construction and consulting.
Barnaby "Barney" M. Harford		(1)		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).			44			2016
		(2)		Director—Orbitz Worldwide, Inc. (2009-2015); eLong, Inc. (2004-2008).
		(3)		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. He serves as Non-Executive Chairman of the board of directors of Lola, a chat-based travel planning service, (2016-present) and as a director of LiquidPlanner, Inc., an online project management software company (2007-present). He previously served as a director of GlobalEnglish Corporation (2008 to 2011) and Crystal Orange Hotel Group (formerly Mandarin Holdings) (2009 to 2012).
Walter Isaacson		(1)		President and Chief Executive Officer of The Aspen Institute (international education and leadership institute) (2003-present); Chairman and Chief Executive Officer of CNN (July 2001-January 2003).			63			2006
		(2)		Chairman—CNN (July 2001-January 2003).

Independent 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.

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Nominee		(1) Business Experience (2) Public Company and Registered Investment Company Directorships (3) Experience and Qualifications				Age			Director Since
		(3)		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 ofTime 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.
James A. C. Kennedy		(1)		President and Chief Executive Officer of T. Rowe Price Group, Inc. ("T. Rowe Price") (global investment management organization) (2007-2015).			62			2016
		(2)		Director—T. Rowe Price (1996-April 2016).
		(3)		Mr. Kennedy brings to the Board a stockholders' perspective and his expertise in management and finance, 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 since 1978, including equity analysis, Director of Equity Research as of 1987, and Head of U.S. Equities from 1997-2006. Mr. Kennedy also brings executive compensation experience to the Board, having served as the Chairman of the Management Compensation Committee at T. Rowe Price for nine years.
Robert A. Milton		(1)		Chairman and Chief Executive Officer of ACE Aviation Holdings Inc. (holding company for Air Canada and other aviation interests) (2011-2012); Chairman, President and Chief Executive Officer of ACE Aviation Holdings Inc. (2004-2011); Chairman of Air Canada (2004-2007); President and Chief Executive Officer of Air Canada (1999-2004); Executive Vice-President and Chief Operating Officer of Air Canada (1996-1999); Chairman of the Board of Governors of IATA (The International Air Transport Association) (2005-2006).			55			2016

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Nominee		(1) Business Experience (2) Public Company and Registered Investment Company Directorships (3) Experience and Qualifications				Age			Director Since
		(2)		Lead Director—Air Lease Corporation (2010-present); AirAsia Berhad (June 2013-June 2015); Director—US Airways, Inc. (2005-2006).
		(3)		Mr. Milton brings extensive airline industry experience to the Board, providing deep industry experience in management and operations relevant to the Company. Mr. Milton has spent his entire career in the airline industry, most recently as Chairman and Chief Executive Officer of ACE Aviation Holdings Inc., and previously as Chairman, President and Chief Executive Officer of Air Canada. Having joined Air Canada in 1992 in a consulting capacity, Mr. Milton also held previous roles including Senior Director of Scheduling, Vice President, Scheduling and Product Management, Senior Vice President, Marketing and In-Flight Service and Executive Vice President and Chief Operating Officer. Further, Mr. Milton brings corporate governance expertise to the Board, having served as the lead independent director of Air Lease Corporation since 2010. Mr. Milton also brings executive compensation experience and financial expertise to the Board, enhanced by his service on the Audit and Compensation Committees of Air Lease Corporation.
Oscar Munoz		(1)		President and Chief Executive Officer of the Company (Sept. 2015-present); 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).			57			2010
		(2)		Director—CSX (Feb. 2015-Sept. 2015); Continental (2004-2010).

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Nominee		(1) Business Experience (2) Public Company and Registered Investment Company Directorships (3) Experience and Qualifications				Age			Director Since
		(3)		Mr. Munoz provides valuable expertise in management, finance, accounting and auditing to the Board. He developed this expertise during his more than 25 years of service prior to joining the Company in key executive positions within the telecommunications, beverage and transportation industries. As our President and Chief Executive Officer, Mr. Munoz is responsible for, and has extensive familiarity with, the Company's 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. 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.
William R. Nuti		(1)		Chairman, Chief Executive Officer and President of NCR Corporation (global technology) (2007-present); Chief Executive Officer and President of NCR Corporation (2005-2007).			52			2013
		(2)		Director—NCR Corporation (2005-present); Coach, Inc. (2014-present); Sprint Nextel Corporation (2008-2013).

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Nominee		(1) Business Experience (2) Public Company and Registered Investment Company Directorships (3) Experience and Qualifications				Age			Director Since
		(3)		Mr. Nuti provides the Board with valuable expertise in management, finance and technology, developed during his years of service in the technology industry. Mr. Nuti has extensive experience in key management and operational oversight roles, including serving as Chairman, Chief Executive Officer and President of NCR Corporation, and President, Chief Executive Officer and Chief Operating Officer of Symbol Technologies. Mr. Nuti also brings to the Board the perspective of an active chief executive officer with primary responsibility for the oversight of all aspects of a publicly traded, global technology company with international operations. Mr. Nuti also brings executive compensation and financial experience to the Board, enhanced by his service on the Compensation Committee of Coach, Inc., having previously served on its Audit Committee and having served on the Compensation and Finance Committees of Sprint Nextel Corporation.
Edward L. Shapiro		(1)		Managing Partner on leave of absence from PAR (investment management firm) (April 25, 2016-present); multiple roles at PAR (1997-April 2016), including Managing Partner (2014-April 25, 2016); Partner (1999-2013); and portfolio manager at PAR (1997-April 25, 2016).			51			2016
		(2)		Chairman—Global Eagle Entertainment, Inc. (2013-present); Director—LodgeNet Interactive Corporation (2010-2012); US Airways (2005-2008).
		(3)		Mr. Shapiro brings to the Board financial expertise and an investor's perspective, having served in various capacities at PAR, an investment management firm specializing in investments in travel, media and Internet-related companies, from 1997 to present. He also currently serves as Chairman of the board of directors of Lumexis Corporation, an in-seat, inflight entertainment company, and is a member of the board of directors of Sonifi Solutions (formerly LodgeNet Interactive Corporation).
Laurence E. Simmons		(1)		Chairman of SCF Partners (private equity investment management) (1989-present).			69			2010
		(2)		Director—Zions Bancorporation (1978-present); Continental (2009-2010); Oil States International, Inc. (2001-2007).

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Nominee		(1) Business Experience (2) Public Company and Registered Investment Company Directorships (3) Experience and Qualifications				Age			Director Since
		(3)		Mr. Simmons provides the Board his extensive expertise in finance, corporate strategic transactions and the energy industry. Mr. Simmons is the founder and Chairman of SCF Partners ("SCF"), a firm providing equity capital and strategic growth assistance to build energy service and equipment companies. Mr. Simmons also brings to the Board his experience in both the airline industry and the audit committee function, having served on the Boards of Directors and Audit Committees of Continental and ExpressJet Holdings, Inc. In addition, he serves in leadership roles in a number of civic and community organizations in the Houston area, the location of one of the Company's hub airports.
David J. Vitale		(1)		Chair of the Urban Partnership Bank (2010-present); Chairman of Duff & Phelps Global Utility Income Fund (2011-present), DNP Select Income Fund, Inc. (2009-present), DTF Tax-Free Income Inc. (2015-present) and Duff & Phelps Utility and Corporate Bond Trust (investment companies) (2015-present); President, Chicago Board of Education (education) (2011-2015); Senior Advisor to the Chief Executive Officer of the Chicago Public Schools (education) (2007-2008); Chief Administrative Officer of the Chicago Public Schools (2003-2007).			69			2006
		(2)		Director—Duff & Phelps Global Utility Income Fund (2011-present); DTF Tax-Free Income Inc. (2005-present); Duff & Phelps Utility and Corporate Bond Trust (2005-present); DNP Select Income Fund,  Inc. (2000-present); Alion Science & Technology Corporation (2009-2014).

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Nominee		(1) Business Experience (2) Public Company and Registered Investment Company Directorships (3) Experience and Qualifications				Age			Director Since
		(3)		Mr. Vitale provides valuable financial and management expertise to the Board through many years of experience in significant business roles. Mr. Vitale served as President of the Chicago Board of Education, with responsibility for the governance, organizational and financial oversight of the Chicago Public Schools. Mr. Vitale has acted both as Chief Administrative Officer of the Chicago Public Schools and Senior Advisor to the Chief Executive Officer of the Chicago Public Schools, where he provided oversight for all educational departments, including finance, operations, human resources, technology and procurement. He brings to the Board expertise on the audit committee function, having served on the Audit Committee of Alion Science & Technology Corporation. He brings additional leadership experience to the Board by serving as Chairman of Duff & Phelps Global Utility Income Fund, DNP Select Income Fund, Inc., DTF Tax-Free Income Inc. and Duff & Phelps Utility and Corporate Bond Trust. Through his extensive professional roles, Mr. Vitale gained experience in a number of industries, including education, banking, financial services and investment management.
James M. Whitehurst		(1)		President and Chief Executive Officer of Red Hat, Inc. ("Red Hat") (provider of open source enterprise IT products and services) (2008-present); Chief Operating Officer of Delta Air Lines, Inc. ("Delta") (2005-2007); Chief Network and Planning Officer of Delta (2004-2005); Senior Vice President—Finance, Treasury, and Business Development of Delta (2002-2004).			48			2016
		(2)		Director—SecureWorks Corp. (2016-present); DigitalGlobe, Inc. (2009-2016).
		(3)		Mr. Whitehurst provides valuable business expertise in addition to airline industry knowledge to the Board. Prior to Red Hat, Mr. Whitehurst spent six years at Delta, where he managed airline operations and drove significant international expansion as Chief Operating Officer. Mr. Whitehurst helped put the company back on firm footing as it emerged from bankruptcy in 2007. Before Delta, he held several corporate development leadership roles at The Boston Consulting Group, with clients across a wide range of industries.

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Barney Harford

Independent 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).

Directors to be Elected by the Holders

Michele J. Hooper

Independent Age: 68 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.

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Walter Isaacson

Independent 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 ofTime 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.

James A. C. Kennedy

Independent Age: 66 Director Since: 2016 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.S. 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.

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J. Scott Kirby

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.

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Oscar Munoz

Age: 61 Director Since: 2010 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.

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Edward M. Philip

Independent Age: 54 Director Since: 2016 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.

Edward L. Shapiro

Independent Age: 55 Director Since: 2016 Committees: Compensation, Finance and Public Responsibility		Select Business Experience: • Managing Partner of PAR Capital Management, Inc. ("PAR") (investment management firm) (1999-2016) • Portfolio Manager, PAR (1997-2016) Past Public Company Directorships: • Global Eagle Entertainment, Inc. (2013-2019) • Sonifi Solutions (formerly LodgeNet Interactive Corporation) (2010-2012) • US Airways (2005-2008) • Web.com (formerly Interland) (2001-2005) Other Experience and Qualifications: Mr. Shapiro brings to the Board financial expertise and an investor's perspective, having served in various capacities at PAR, an investment management firm specializing in investments in travel, media and internet-related companies, from 1997 to 2016. Mr. Shapiro served as Chairman of Global Eagle Entertainment, Inc., a provider of a wide range of connectivity solutions, including portable entertainment solutions, from 2013 to March 2018, and served as lead independent director from March 2018 to June 2019. He also formerly served as Chairman of the board of directors of Lumexis Corporation, an in-seat, inflight entertainment company, and as a member of the boards of directors of Sonifi Solutions, US Airways and Web.com.

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David J. Vitale

Independent Age: 73 Director Since: 2006 Committees: Audit (Chair), Executive and Finance		Select Business Experience: • Chairman of the Urban Partnership Bank (2010-2019) • Chairman of Duff & Phelps Global Utility Income Fund (2011-present), DNP Select Income Fund, Inc. (2009-present), DTF Tax-Free Income Inc. (2015-present) and Duff & Phelps Utility and Corporate Bond Trust (2015-present) (investment companies) • President, Chicago Board of Education (education) (2011-2015) • Senior Advisor to the Chief Executive Officer of the Chicago Public Schools (education) (2007-2008) • Chief Administrative Officer of the Chicago Public Schools (2003-2007) Current Registered Investment Company Directorships: • Duff & Phelps Global Utility Income Fund (2011-present) • DTF Tax-Free Income Inc. (2005-present) • Duff & Phelps Utility and Corporate Bond Trust (2005-present) • DNP Select Income Fund, Inc. (2000-present) Past Public Company Directorships: • Alion Science & Technology Corporation (2009-2014) Other Experience and Qualifications: Mr. Vitale provides valuable financial and management expertise to the Board through many years of experience in significant business roles. Mr. Vitale previously served as the Chairman of the Urban Partnership Bank and as President of the Chicago Board of Education, where he was responsible for governance, organizational and financial oversight of the Chicago Public Schools. Mr. Vitale has acted both as Chief Administrative Officer of the Chicago Public Schools and Senior Advisor to the Chief Executive Officer of the Chicago Public Schools, where he provided oversight for all educational departments, including finance, operations, human resources, technology and procurement. He brings to the Board expertise on the audit committee function, having served on the Audit Committee of Alion Science & Technology Corporation. He brings additional leadership experience to the Board by serving as Chairman of Duff & Phelps Global Utility Income Fund, DNP Select Income Fund,  Inc., DTF Tax-Free Income Inc. and Duff & Phelps Utility and Corporate Bond Trust. Through his extensive professional roles, Mr. Vitale gained experience in a number of industries, including education, banking, financial services and investment management.

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James M. Whitehurst

Independent Age: 52 Director Since: 2016 Committees: Compensation, Finance and Nominating/Governance		Select Business Experience: • President, International Business Machines Corporation ("IBM") (April 2020-present) • Senior Vice President, IBM and Chief Executive Officer of Red Hat, Inc. ("Red Hat") (provider of open source enterprise IT products and services) (2019-April 2020). • President and Chief Executive Officer of Red Hat (2008-2019) • Chief Operating Officer of Delta Air Lines, Inc. ("Delta") (2005-2007) • Chief Network and Planning Officer of Delta (2004-2005) • Senior Vice President—Finance, Treasury and Business Development of Delta (2002-2004) Past Public Company Directorships: • Red Hat (2008-2019) • SecureWorks Corp. (2016-2019) • DigitalGlobe, Inc. (2009-2016) Other Experience and Qualifications: Mr. Whitehurst provides valuable business expertise in addition to airline industry knowledge to the Board. Prior to IBM and Red Hat, Mr. Whitehurst spent six years at Delta, where he managed airline operations and drove significant international expansion as Chief Operating Officer. Mr. Whitehurst helped put Delta back on firm footing as it emerged from bankruptcy in 2007. Before Delta, he held several corporate development leadership roles at The Boston Consulting Group, with clients across a wide range of industries.

Directors to be Elected by the Holders of Other Classes of Stock

          The following classes of directors are to be elected by the holders of certain classes of our stock other than Common Stock.

THE HOLDERS OF COMMON STOCK DO NOT VOTE ON THE ELECTION OF THE FOLLOWING DIRECTORS.

          Each nominee was previously elected or appointed by the holder of the applicable class of our preferred stock and has served continuously as a director since the date of his first election or appointment. If a nominee unexpectedly becomes unavailable before election, or we are notified that a substitute nominee has been selected, votes will be cast pursuant to the authority granted by the proxies from the respective holder(s) for the person who may be designated as a substitute nominee.

ALPA Director—Elected by the Holder of Class Pilot MEC Junior Preferred Stock

ALPA Director—Elected by the Holder of Class Pilot MEC Junior Preferred Stock

          One director (the "ALPA director") is to be elected by the United Airlines Pilots Master Executive Council of ALPA (the "ALPA MEC"), the holder of our Class Pilot MEC Junior Preferred Stock.Stock, the United Airlines Pilots Master Executive Council of Air Line Pilots Association, International (the "ALPA MEC"). The ALPA MEC has nominated and intends to elect Todd M. Insler as the ALPA director. The Board has recommended that the ALPA MEC vote FOR Mr.Captain Insler.

          Captain Insler is a current employee of the Company. His compensation for his role as a United pilot is determined under the collective bargaining agreement between United and the Air Line Pilots

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Nominee		(1) Business Experience (2) Public Company and Registered Investment Company Directorships (3) Experience and Qualifications				Age			Director Since
Todd M. Insler		(1)		Master Executive Council Chairman of ALPA MEC (2016-present); Captain, United Boeing 767 (2015-present); Captain, Airbus A320 Aircraft (2010-2015).			47			2016
		(2)		Not applicable.
		(3)		Captain Insler provides valuable management expertise and knowledge of aviation and airline services to the Board. Captain Insler has served in key labor union management positions within ALPA, including most recently chairman of the MEC Grievance Committee, member of the United Pilots' System Board of Adjustment and member of the ALPA National Information Technology Advisory Committee. In addition, Captain Insler has served as a captain for Boeing 767 aircraft since October 2015 and previously as a captain for Airbus A320 aircraft.

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Association ("ALPA"). Captain Insler does not receive any cash or equity compensation for his service as the ALPA director.

IAM Director—Elected by the Holder of Class IAM Junior Preferred Stock

Todd M. Insler

Age: 51 Director Since: 2016 Committees: Public Responsibility		Select Business Experience: • Master Executive Council Chairman of ALPA MEC (2016-present) • Captain, United Boeing 767 (2015-present) • Captain, Airbus A320 Aircraft (2010-2015) Other Experience and Qualifications: Captain Insler provides valuable management expertise and knowledge of aviation and airline services to the Board. Captain Insler has served in key labor union management positions within ALPA, including Chairman of the MEC Grievance Committee, member of the United Pilots' System Board of Adjustment and member of the ALPA National Information Technology Advisory Committee. In addition, Captain Insler has served as a captain for Boeing 767 aircraft since October 2015 and previously as a captain for Airbus A320 aircraft.

IAM Director—Elected by the Holder of Class IAM Junior Preferred Stock

          One director (the "IAM director") is to be elected by the IAM, the holder of our Class IAM Junior Preferred Stock.Stock, the International Association of Machinists and Aerospace Workers (the "IAM"). The IAM has nominated and intends to elect Sito J. Pantoja as the IAM director. The Board has recommended that the IAM vote FOR Mr. Pantoja.

Nominee		(1) Business Experience (2) Public Company and Registered Investment Company Directorships (3) Experience and Qualifications				Age		Director Since
Sito Pantoja		(1)		General Vice President of the IAM Transportation Department (2012-present); Transportation Department Chief of Staff (2005-2012).		59		2016
		(2)		Not applicable.
		(3)		Mr. Pantoja provides valuable management expertise and knowledge of aviation and airline services to the Board. In addition to his current position, Mr. Pantoja has served in key labor union management positions such as the IAM's representative to the Federal Aviation Administration's Rulemaking Advisory Committee and as a member of the IAM's National Pension Fund's Board of Trustees.

Sito J. Pantoja

Age: 63 Director Since: 2016 Committees: Public Responsibility		Select Business Experience: • General Vice President of the IAM Transportation Department (2012-present) • IAM Transportation Department Chief of Staff (2005-2012) Other Experience and Qualifications: Mr. Pantoja provides valuable management expertise and knowledge of aviation and airline services to the Board. In addition to his current position, Mr. Pantoja has served in key labor union management positions such as the IAM's representative to the Federal Aviation Administration's Rulemaking Advisory Committee and as a board member of the Guide Dogs of America.

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CORPORATE GOVERNANCE

Corporate Governance

          We are committed to high standards of corporate governance and to conducting our business ethically and with integrity and professionalism. In furtherance of these commitments, the Board has adopted Corporate Governance Guidelines developed and recommended by the Nominating/Governance Committee, which are available on the Company's website, www.ir.united.com,ir.united.com, by following the link "Governance""Corporate Governance" and selecting "Corporate Governance Guidelines.Guidelines" under the heading "Governance Documents."

Corporate Governance Guidelines

          The Nominating/Governance Committee monitors developments in the laws, regulations and best practices relating to corporate governance and periodically recommends to the Board the adoption of amendments to the Corporate Governance Guidelines to reflect those developments. The current Corporate Governance Guidelines provide for the governance practices described below.

          Independence.    Our Corporate Governance Guidelines require that a majority of the Board be "independent" under the criteria for independence established by the NYSE,rules of the Nasdaq Stock Market LLC (the "Nasdaq Listing Rules") and any other applicable rules or regulations, and the Board has adopted categorical standards to assist it in determining whether a director has any direct or indirect material relationship with the Company. Please see "Director Independence" below for a discussion of the Board's independence determinations.

          Limitation on Board Service.    None of our directors is permitted to serve on the board of directors of more than four other public companies, andcompanies. In addition, no director who is an active chief executive officer or the equivalent of another public company is permitted to serve on the boards of more than two other public companies. No member of the Company's management is permitted to serve on the board of directors of another company if an independent director of the Company serves as the chairman, chief executive officer or president of such other company.

          Retirement Age for Directors.    No candidate is eligible for election or reelection as a director if at the time of such election he or she is 75 or more years of age, unless the Board affirmatively determines otherwise.

          Changes in Business or Professional Affiliations or Responsibilities.    If a director experiences a substantial change in his or her principal business or professional affiliations or responsibilities from the time such individual was first elected toduring his or her term on the Board, the director is required to volunteer to resign from the Board. The Board, through the Nominating/Governance Committee (excluding the director who volunteered to resign, if a member of the Nominating/Governance Committee), will have the opportunity to review the continued appropriateness of the director's Board membership under the particular circumstances, and shall determine whether to accept such resignation.

          Conflicts of Interest.    Our Corporate Governance Guidelines require any director with a potential conflict of interest to disclose the matter to the Chairman of the Board and the Lead Director (if appointed at the time, as defined below) before any decision is made related to the matter. If the Chairman of the Board and the Lead Director, in consultation with legal counsel, determine that a conflict exists, or that the perception of a conflict is likely to be significant, then the director is obligated to recuse himself or herself from any discussion or vote related to the matter.

          Lead Director.    Pursuant to our Corporate Governance Guidelines, in the event that the Chairman of the Board is not an independent director, the independent directors may designate a lead director from among the independent directors (the "Lead Director"). If the independent directors do not designate a Lead Director, then the Chairman of the Nominating/Governance Committee will become the Lead Director

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on anex officio basis. Following the Annual Meeting, Mr. Philip will become the Lead Director of the Board when Mr. Munoz assumes the role of Executive Chairman following his transition from the role of Chief Executive Officer.

          The Lead Director's responsibilities include, but are not limited to, the following: consulting with the Chairman of the Board to determine the agenda for Board meetings; presiding at all meetings of the Board at which the Chairman of the Board is not present, including executive sessions of the independent directors; serving as liaison between the Chairman of the Board and the independent directors; approving information sent to the Board;

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approving meeting agendas for the Board; approving meeting schedules to assure that there is sufficient time for discussion of all agenda items; having the authority to call meetings of the independent directors; coordinating the agenda for moderating sessions of the Board's independent directors; assisting the Board in assuring compliance with and implementation of the Corporate Governance Guidelines; and, if requested by major stockholders, ensuring that he or she is available for consultation and direct communication.

          Annual Performance Evaluation of the Board.    The Nominating/Governance Committee develops, recommends to the Board and coordinates the annual performance evaluation of the Board to determine whether the Board is functioning effectively and meeting its objectives and goals. Each of the Audit Committee, Compensation Committee, Executive Committee, Finance Committee, Nominating/Governance Committee and the Public Responsibility Committee separately perform annual self-evaluations. The collective evaluation results are reported by the committee chair to the full committee for discussion. In addition, the Nominating/Governance Committee periodically performs an evaluation of each director's individual performance.

          Annual Meeting Attendance.    Our directors are expected to attend each annual meeting of stockholders absent exceptional reasons. All of our incumbent directors then in office at the time attended the 20152019 annual meeting of stockholders.

          In addition to those practices established by our Corporate Governance Guidelines, our Amended and Restated Bylaws (the "Bylaws"), the charters of the Board committees and our other Company policies provide for the following significant corporate governance practices:

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All of the members of the Board are elected annually by our stockholders.



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Each of theThe Board and each of its committees have the authority to retain outside consultants or advisers at the Company's expense as the directors deem necessary or appropriate.



•

Pursuant to the February 2016 amendment and restatement of the Bylaws, ourOur stockholders have the right to submit director nominees to the Board to be included in the Company's annual proxy statement, known as "proxy access." The Bylaws permitStockholders are eligible to use proxy access if they (individually or together with a stockholder or group of up to 20 stockholders owningstockholders) own 3% or more of the Company's capital stock entitled to vote in the election of directorsdirectors. In addition, such stockholder (or group) must have owned such stock continuously for at least three yearsyears. Our proxy access allows any eligible stockholder (or group) to nominate and include in the Company's proxy materials for an annual meeting of stockholders director candidates constituting up to the greater of two or 20% of the Board elected by the holders of common stockCommon Stock (subject to reduction in certain circumstances), provided that the stockholder (or group) and each nominee satisfy the requirements specified in the Bylaws.

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Our

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Prohibition on Hedging and Pledging

          Under our securities trading policy, our officers, directors and directorscertain other management employees are prohibited from engaging in speculative and derivative trading, short-selling, or otherwise hedging orour securities. This restriction includes the purchase and sale of puts, calls, warrants, options, forward-sale contracts, prepaid collars and similar derivative instruments.

          Our officers, directors and certain other management employees are also prohibited from pledging of our securities.

Director Independence

          In connection with the annual determination of director independence, the Board has adopted the following categorical standards as part of the Company's Corporate Governance Guidelines to assist the Board in determining whether a director has any direct or indirect material relationship with the Company.

          Under the categorical standards adopted by the Board, a director is not independent if:

•

The director is, or at any time during the past three years was, employed by the Company.



•

The director accepted or has beena family member who accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the last three years preceding the determination of independence, other than the following:



•

compensation for Board or Board committee service;



•

compensation paid to a family member who is an employee (other than an executive officer) of the Company; or



•

benefits under a tax-qualified retirement plan, or non-discretionary compensation.



•

The director is a family member of an individual who is, or at any time during the past three years was, employed by the Company as an executive officer.



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The director is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the Company made, or from which the Company received, payments for property or services in the current or any of the director's immediate family memberspast three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than the following:



•

payments arising solely from investments in the Company's securities; or



•

payments under non-discretionary charitable contribution matching programs.



•

The director is, or has been within the last three years,a family member who is, employed as an executive officer of another entity where at any time during the Company;past three years any of the executive officers of the Company serve on the compensation committee of such other entity.



•

The director is, or any immediate family member of the director, has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from the

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Company, other than director and committee fees, and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

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(i) The director is a current partner or employee of a firm that is the internal or external auditor of the Company; (ii) the director has an immediate family member who is, a current partner of such a firm; (iii) the director has an immediate family member who is a current employee of such a firm and who personally works on the Company's audit;outside auditor, or (iv) the director, or any immediate family member of the director, was within the last three years a partner or employee of such a firm and personallythe Company's outside auditor who worked on the Company's audit within that time;



•

The director, orat any immediate family member of the director, is, or has been within the last three years, employed as an executive officer of another company wheretime during any of the Company's present executive officers at the same time serves or served on the other company's compensation committee; orpast three years.

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The director is a current employee, or any immediate family member

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          The Board has also considered the purchase of the Company's air carrier services in the ordinary course by the employer of any director who is actively employed, and has determined that such purchases are immaterial in amount and significance, and therefore do not preclude a finding of independence for such director.

          For purposes of these categorical standards, (i) an "immediate familya "family member" of a director includes a director's spouse, parents, children and siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, andwhether by blood, marriage or adoption, or anyone (other than domestic employees) who sharesresiding in such director'sperson's home, and (ii) the "Company" means United ContinentalAirlines Holdings, Inc. and its direct and indirect subsidiaries.

In connection with the determination of director independence, the Nominating/Governance Committee reviewed the categorical standards adopted by the Board together with the rules of the NYSENasdaq Listing Rules and other applicable legal requirements. The Nominating/Governance Committee also reviewed information compiled from the responses to questionnaires completed by each of the directors, information derived from the Company's corporate and financial records and information available from public records.

          Consistent with the recommendation of the Nominating/Governance Committee, the Board has applied these independence tests and standards to each of the current directors and nominees for director. The Board made a determination that: (i)has affirmatively determined that each of Mmes.Mses. Corvi, Garvey and Garvey,Hooper, and Messrs. Harford, Isaacson, Kennedy, Meyer, Milton, Nuti,Philip, Shapiro, Simmons, Vitale Walker,and Whitehurst and Yamarone qualify as "independent" under the applicable independence tests and standards;standards. Messrs. Kirby, Munoz and (ii) Messrs. Munoz,Pantoja and Captain Insler and Pantoja do not qualify as "independent" under the applicable tests and standards. Mr.Messrs. Kirby and Munoz isare not independent as he is anthey serve as executive officerofficers and employeeemployees of the Company. Mr.Captain Insler is not independent because he is a currentan employee of United Airlines. Mr. Pantoja is not independent because he is affiliated with the IAM, a union that represents certain of the Company's employees. William R. Nuti, who retired from the Board in May 2019, was also determined to be independent. Please see "Proposal No. 11: Election of Directors" above for a list of all nominees, together with biographical summaries for the nominees, including each individual's business experience, directorships and other qualifications.

        In addition, three directors who have departed the Company but served on the Board during 2015, Messrs. Smisek, Delaney and Heppner, were determined not to be independent. Mr. Smisek was not

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independent because he served as an executive officer and employee of the Company. Mr. Delaney was not independent because he was a previous employee of the Company. Mr. Heppner was not independent due to his service as an employee of the Company during his service on the Board.

Majority Voting; Resignation Policy

          The Bylaws and the Corporate Governance Guidelines provide that directors will be elected by a majority voteof votes cast in uncontested elections and a plurality vote in contested elections. When a majority vote standard applies, the Corporate Governance Guidelines require any incumbent director who fails to receive a majority of the votes cast in an uncontested election to immediately tender his or her resignation to the Board.Board promptly following certification of the stockholders' vote. The Nominating/Governance Committee will consider the tendered resignation, and recommend to the Board whether to accept or reject the resignation offer, or whether other action should be taken. The Board willis expected to act on the recommendation within 120 days following certification of the Nominating/Governance Committee,stockholders' vote and will promptly disclose its decision regarding whether to accept the director's resignation offer through a press release, a Current Report on Form 8-K, or other means of public disclosure itsdeemed appropriate. The director who tenders his or her resignation will not participate in the recommendation of the Nominating/Governance Committee or the decision regarding whetherof the Board with respect to accept the director's resignation offer.his or her resignation.

Board Meetings

          The Board meets regularly on previously determined dates, and special meetings are scheduled when required. The Board held 11seven meetings in 2015.2019. During 2015,2019, each of the incumbent directors who served in 2015 attended at least 75% of the total number of meetings of the Board and each committee of which he or she was a member (during the period he or she was a member).member. As indicated above under "Corporate Governance Guidelines—Annual Meeting Attendance," our directors are also expected to attend each annual meeting of stockholders absent exceptional reasons.

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Executive Sessions of Non-Management Directors

          Our non-management directors regularly meet separately in executive session outside the presence of management directors. Our Corporate Governance Guidelines currently provide that the independent Chairman of the Board or Lead Director as applicable,(in the event the Chairman of the Board is not independent) preside over non-management director executive sessions. In addition, our Corporate Governance Guidelines require our independent directors to meet outside the presence of management and the other directors at least twice per year, with the independent Chairman or Lead Director, as applicable, also presiding over such sessions.

Board Leadership Structure

          The Board has the responsibility for selecting the appropriate leadership structure for the Company. Our Corporate Governance Guidelines state that the offices of the Chairman of the Board and Chief Executive Officer may be either combined or separated, in the Board's discretion.

          The Board is currently led by an independent Chairman, Mr. Meyer. Mr. Meyer is not standing for reelectionMs. Garvey. As previously disclosed, Ms. Garvey will retire from the Board at the Annual Meeting, and the Board has elected Mr. Milton to serve as Non-Executive Chairman effective immediately following the electionend of directorsher current term at the Annual Meeting. 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. At such time, pursuant to a selection process conducted by the independent directors, Mr. Philip will become Lead Director. The Board believes that separatingthis structure is appropriate for the roles of Chief Executive Officer and Chairman of the Board is the most appropriate structure at this time, partly to assist in the effective transition in the leadership of the Company.Company because it allows Mr. Munoz, our Chief Executive Officer, is expected to assume the Chairman role at the Company's 2018 annual meeting of stockholders as contemplated bywith his amended employment agreement. Having an independent Chairman of the Board at this time is a means to ensure that Mr. Munoz is able to more exclusively focus on his roleunique experience having served as Chief Executive Officer, before taking onto lead the additional responsibility as ChairmanBoard and to support Mr. Kirby during this time of the Board.transition. The Board also believes that an independent Chairmanthe appointment of the Board can effectively manage the relationship between the Board and the Chief Executive Officer during this transition period.

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        It is the Board's expectation that Mr. Munoz will be appointed Chairman of the Board at the Company's 2018 annual meeting of stockholders. Prior to making any such appointment, the Board will reassess whether this leadership structure is the most appropriate at that time. When the roles of Chairman of the Board and Chief Executive Officer are combined, a Lead Director will be selected byprovides effective oversight and reinforces the independent directors to ensure that the Board continues to be governed by sufficient independent oversight. For a discussion of the responsibilities of the Lead Director, please see "Corporate Governance Guidelines—Lead Director" above. The Board believes that having a Lead Director as part of its leadership structure provides substantial independent oversight, promotes greater management accountability and ensures that directors have an independent contact on matters of concern to them. The Board believesBoard's independence during this leadership model strikes an appropriate balance between consistent leadership and independent oversight.time.

Board Oversight of Risk Management

          The Board considers effective risk oversight an important priority. As we consider risks in connection with virtually every business decision, the Board discusses risk throughout the year generally and also in connection with specific proposed actions. The Board's approach to risk oversight includes understanding the critical risks in the Company's business and strategy, evaluating the Company's risk management processes, allocating responsibilities for risk oversight among the full Board and its committees, and fostering an appropriate culture of integrity and compliance with legal and ethical responsibilities.

          The Board exercises its oversight of our risk management policies and practices primarily through its committees, as described below, which regularly report back to the Board regarding their risk oversight activities.

•

The Audit Committee oversees the Company's risk assessment and risk management policies and strategies with respect to major business risk exposures (taking into account the risk assessment and risk management policies and strategies managed through the Company's Finance Committee), including risks related to the Company's financial statements, the financial reporting process, accounting and certain legal and compliance matters.matters and data privacy, network security and other cyber risks. The Audit Committee also oversees the internal audit function and the Company's ethics and compliance program.



•

The Finance Committee oversees the Company's management of certain financial, operating economic and hazardeconomic risks, including the Company's hedging strategies related to fuel, foreign currency and interest rates, various insurance programs, including coverage for property, casualty, fiduciary and political risk and directors and officers liability, and certain legal and regulatory matters that may have a material impact on the Company's financing or risk management activities (taking into

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account the review of the Company's risk assessment and risk management policies and strategies managed through the Company's Audit Committee).



•

The Compensation Committee periodically reviews the potential risks arising from our compensation policies, practices and programs in light of the Company's risk profile and risk management process, as well as risk-mitigating features and controls, to determine whether any such risks are material to the Company. In approving the 2015reviewing our compensation program design, the Compensation Committee engagedengages in discussions with its independent compensation consultant and management regarding any potential risks arising from our compensation programs, policies, practices and practices.programs. Compensation risk wasis assessed in the context of compensation program design, setting of performance targets, certifying performance against targets, compensation risk in the context of overall risk procedures and our broad-based compensation programs. Based on those discussions and a 20152019 compensation risk assessment, the Compensation Committee determined that the structure of the Company's compensation policies, practices and programs in place at that time did not create any risks that were reasonably likely to have a material adverse effect on the Company. In reaching this

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determination, somethe Compensation Committee considered certain of our compensation policies, practices and programs that were considered include:program features including: oversight by an independent compensation committee; our balance of base pay combined with short- and long-term incentives that reward both absolute and relative performance measures;measures, as well as strategic objectives and individual performance; 2019 long-term incentives include time-vested restricted share unit awards, which help to further balance performance results and contain the overall volatility of outstanding incentives; our annual incentive awards include a cap on maximum payout opportunities;opportunities which mitigates against excessive earn-out potentials; performance awards occur annually, resulting in overlapping cyclesperformance periods that evenseven out business cycles and introducesintroduce multiple-year incentive horizons; use of multiple performance metrics to create a further balance of rewards; payout timing over multi-year and overlapping performance periods; the useinclusion of consistent performance metrics and incentives across performance periods; the inclusion of a profitability gate for the annual incentive and a discretionary gate for the other cash incentives based on the Company's having an adequate cash balance; the Compensation Committee retains discretion to reduce the annual incentive payouts below the formulaic performance results; inclusion of equity incentives and stock ownership guidelines that discourage short-term risks that disadvantage long-term stock price; theour compensation claw-back policy and inclusion of clawbackclaw-back provisions in our programs; and securities trading policies that prohibit pledging and hedging of our securities, including our Common Stock, by our officers and directors.

In addition, the Compensation Committee receives input from an independent compensation consultant regarding program design, including risks associated with plan design features. Considerable support and analysis accompanies the target setting process, and targets are established based on the Company's Board-approved budgets, updated forecast information and long-term operating plan. The Compensation Committee certifies performance against our targets based on results reviewed by our internal audit group before any payments are made.



•

The Nominating/Governance Committee periodically reviews the risks arising from our corporate governance policies and practices, including the structure and performance of the Board, its committees and our individual directors. The Nominating/Governance Committee also reviews and oversees the Company's succession planning process for executive officers.



•

The Public Responsibility Committee oversees social, political, safety and environmental issues that could pose significant risk to the Company's reputation, business or performance.

          Additionally, starting in the first quarter of 2020, the Board has been meeting regularly to consider and discuss updates on the Company's management of the COVID-19 pandemic, including with regard to the Company's operations, financial position and liquidity, communications strategy, personnel management and government affairs engagement, among other items.

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          While the Board oversees risk management, the Company's management is charged with identifying and managing the risks. The Company has robust internal processes and a strong internal control environment to identify and manage risks and to communicate with the Board about these risks. These include an enterprise risk management program, an enterprise risk management committee, an ethics and compliance program, and comprehensive internal and external audit processes. The Board receives periodic reports on each of these aspects of the Company's risk management process. In addition, the Board, through the Audit and Finance Committees, participates in the enterprise risk management process by providing feedback on management's identification and assessment of the key risks facing the Company.

Communications with the Board

          Stockholders and other interested parties may contact the Board as a whole, or any individual member, including the Lead Director,Chairman or the non-management or independent directors as a group, by one of the following means: (i) writing to the Board of Directors, United ContinentalAirlines Holdings, Inc., c/o the Corporate Secretary's Office—Office, 233 S. Wacker Drive, Chicago, Illinois 60606; or (ii) emailing the Board atUALBoard@united.com.

          Stockholders may communicate with the Board on an anonymous or confidential basis. The Board has designated the General CounselExecutive Vice President and Chief Administrative Officer and the Corporate Secretary's Office as its agents for receipt of communications. All communications will be received, processed and initially reviewed by the Corporate Secretary's Office. The Corporate Secretary's Office generally does not forward communications that are not related to the duties and responsibilities of the Board, including junk mail, service complaints, employment issues, business suggestions, job inquiries, opinion surveys and business solicitations. The Corporate Secretary's Office maintains all communications and they are all available for review by any member of the Board at his or her request.

        The Chairman of the Audit Committee is promptly advised of any communication that alleges management misconduct or raises legal, ethical or compliance concerns about Company policies and practices. The Chairman of the Audit Committee receives periodic updates from the Corporate

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Secretary's Office on other communications from stockholders and determines which of these communications to review, respond to, or refer to another member of the Board.

Code of Ethics and Business Conduct

Code of Ethics

          The Company has adopted a code of ethics, the "Ethics"Code of Ethics and Compliance Principles,Business Conduct," for directors, officers (including the Company's principal executive officer, principal financial officer and principal accounting officer), employees and employees.third-party representatives such as contractors, consultants and agents of the Company and its subsidiaries. The code serves as a "Code of Ethics" as defined by SEC regulations and as a "Code of Business Conduct and Ethics" under the Listed Company Manual of the NYSE.Nasdaq Listing Rules. The code is available on the Company's website, www.ir.united.com,ir.united.com, by following the link "Governance""Corporate Governance" and selecting "Code of Conduct.Ethics and Business Conduct" under the heading "Governance Documents."

Environmental Sustainability

          United is committed to building a sustainable future as part of its long-term strategy and strives to minimize its environmental impact. In 2019, United received an A-score from the Carbon Disclosure Project for its strategy and actions to reduce the company's environmental impact, marking the sixth consecutive year that United led the U.S. airline industry in this assessment. Through its Eco-Skies program, the Company continuously looks for ways to reduce its environmental footprint, with efforts focused on (i) fuel efficiency and emissions reduction; (ii) the development and use of sustainable fuel sources; (iii) sustainable products and materials management; and (iv) partnering with customers and stakeholders to promote sustainability and protect the environment.

Nominations          Fuel efficiency and emissions reduction.    Improving fuel efficiency is critical to the Company's ability to manage its carbon footprint. In 2018, the Company announced a pledge to reduce its greenhouse gas emissions by 50 percent relative to 2005 levels by the year 2050, and it is taking various actions that are expected to help reduce its carbon dioxide emissions over time. United has made significant investments in a modern, fuel-efficient fleet, including 15 new aircraft delivered in 2019. The Company is also implementing

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operational and procedural changes to drive fuel conservation. For example, over 4,000 of the Company's ground service equipment around the world are electric or use alternative fuels. United also has LEED certified buildings in Chicago, Houston and San Francisco and continues to evaluate ways to reduce its non-fuel energy use at other facilities in the Company's network.

          Sustainable fuel sources.    United is working with strategic partners to generate sustainable aviation fuel to enable the Company to reduce its emissions and provide energy diversification. The Company uses sustainable aviation fuel from World Energy in its daily operations at Los Angeles International Airport and has sourced more than four million gallons of sustainable aviation fuel since 2016. Additionally, in 2019, the Company renewed its contract with World Energy with the option to purchase up to 10 million gallons of sustainable aviation fuel through May 2021. In 2015, the Company made a $30 million equity investment in Fulcrum BioEnergy, Inc., a company that has developed a process for Directors
transforming municipal solid waste into low carbon transportation fuels ("Fulcrum"), and entered into a long-term supply agreement with Fulcrum which provides United with the opportunity to purchase at least 90 million gallons of sustainable aviation fuel a year for a minimum of 10 years from Fulcrum, subject to availability.

          Sustainable products and materials management.    United is focused on responsibly managing and reducing the waste generated onboard its aircraft, in airports and throughout its operations. In 2019, United diverted over 36,000 pounds of obsolete seat covers from landfills by downcycling the covers to shredded fabric that is reusable for other products, such as insulation and carpet padding.

          Eco-Skies partners.    United partners with its employees, customers, airports, suppliers and governmental organizations to advance its sustainability efforts and protect the environment. For example, United has worked with Conservation International since 1998 as part of its Business & Sustainability Council, a community of companies committed to leveraging their business experiences and resources to protect nature for the benefit of humanity. In addition, together with Audubon International and the Port Authority of New York and New Jersey, United launched the Raptor Relocation Program to protect kestrels, hawks, owls and other birds in and around New York-area airports and resettle them to more suitable habitats. In 2019, the Company and Audubon International expanded this program to San Francisco International Airport.

          Additional information on United's commitment to environmental sustainability is available atunited.com/ecoskies.

Community Engagement

          At United, we believe in connecting people, and that every action we take to positively impact our community counts. The Company focuses its community engagement on (i) investing in communities where our employees and customers live and work; (ii) lifting up communities impacted by disaster; (iii) breaking down barriers and promoting inclusion; (iv) inspiring the next generation of leaders; and (v) flying towards a more sustainable future.

          Investing in communities where our employees and customers live and work.    United is committed to investing in the communities where its employees and customers live and work. In 2019, United launched "Miles on a Mission," a first-of-its-kind crowdsourcing platform through which eligible non-profit organizations and charities can raise miles for their organizations' travel needs and customers can donate miles. In 2019, United customers donated more than 13 million miles and United donated an additional 3.4 million miles, totaling over 16 million miles, to the Miles on a Mission program. Additionally, United employee-volunteers supported projects both in their local communities as well as projects on a global scale. Since 2017, United employees have assembled more than one million meal kits to be distributed to more than 10 countries around the world in partnership with Rise Against Hunger. In 2019, United employees contributed more than 107,000 volunteer service hours to Company-sponsored community outreach projects and to other organizations of their choice.

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          Lifting up communities impacted by disaster.    United is committed to supporting communities impacted by disaster. Since 2013, United, its employees and customers have raised nearly $10 million and shipped more than one million pounds of relief supplies to impacted areas. In 2019, United donated $1.6 million to Feeding America and regional foodbanks in support of families who needed assistance due to loss of income resulting from the federal government shutdown. The Company also made $165,000 in direct donations to funds providing assistance to those impacted by the California wildfires and worked with the American Red Cross to provide approximately 5,000 blankets to shelters across the state of California. In January 2020, the Company donated $250,000 toward the Ellen DeGeneres Show's campaign to raise $5 million to aid in relief efforts for the Australian wildfires and matched $50,000 in donations to the Australian Wildfire Relief Fund created by GlobalGiving's Disaster Recovery Network.

          Breaking down barriers and promoting inclusion.    At United, we strive to create a true sense of human connection to demonstrate how we lead with heart and value every individual's unique needs. United has a global partnership with Special Olympics and shares Special Olympics' mission of creating a world where all are included and given the chance to participate. Since 2017, United employees have spent more than 12,000 hours volunteering with Special Olympics.

          Inspiring the next generation of leaders.    United is committed to inspiring future generations of aviation leaders by supporting K-12 STEM education, college and career readiness and workforce development. As the official airline of Global Glimpse, United provides transportation to more than 1,000 students and their teachers to participate in service-learning trips to Ecuador, Panama and the Dominican Republic each summer. In 2019, United hosted more than 500 girls from diverse backgrounds at 14 locations around the world for Girls in Aviation Day to encourage their excitement and interest in aviation. Also, in 2019, United sponsored 43 primary and middle school educators from the Company's hub markets to participate in Air Camp's four-day professional development program for teachers, inspiring them to confidently incorporate aviation and STEM concepts into their classrooms and potentially reaching up to 170,000 students annually.

          Flying towards a more sustainable future.    In support of the Company's environmental sustainability initiatives, United engages in projects designed to reduce landfill waste and support those in need. United is proud to be the first airline to partner with Clean the World, an organization that works to prevent millions of hygiene-related deaths each year. Through the Company's partnership with Clean the World, United collects approximately 50,000 pounds of unused premium cabin amenity kits annually and recycles the products in them to support disaster relief, homeless shelters and aid organizations around the world.

Nominations for Directors

          As described below, our Nominating/Governance Committee identifies and recommends for nomination individuals qualified to be Board members, other than directors elected by holders of preferred stock of the Company (the ALPA director and the IAM director). The Nominating/Governance Committee identifies directors through a variety of means, including suggestions from members of the Nominating/Governance Committee and the Board, as well as suggestions from Company officers, employees and others.stockholders. The Nominating/Governance Committee may retain a search firm to identify director candidates (other than those elected by holders of preferred stock of the Company). The Nominating/Governance Committee has retained Spencer Stuart, an executive search and leadership consulting firm, to assist with identifying potential director candidates.

          In addition, the Nominating/Governance Committee considers candidates for director positions suggested by stockholders. Pursuant to the Settlement Agreement, in April 2016, the Board appointed two new directors, Messrs. Harford and Shapiro, to the Board and, under the terms of the Settlement Agreement, the Board has nominated Messrs. Harford and Shapiro for election at the Annual Meeting. In addition, under the Settlement Agreement, the Nominating/Governance Committee, PAR and Altimeter will work together in good faith to identify an additional independent director as promptly as possible who is mutually agreeable to the Board, PAR and Altimeter. Under the terms of the Settlement Agreement, following the identification of the new independent director, the Board will promptly appoint the new independent director to the Board and is obligated to nominate and recommend the new independent director for election at the 2017 annual meeting of stockholders, subject to certain exceptions as set forth in the Settlement Agreement. In March 2016, the Board appointed independently three new directors to the Board, Messrs. Kennedy, Milton and Whitehurst, each of whom was recommended by Spencer Stuart.

Holders of Common Stock may submit director candidates for consideration (other than those elected by holders of preferred stock of the Company) by writing to the Chairman of the Nominating/Governance Committee, United ContinentalAirlines Holdings, Inc., c/o the Corporate Secretary's Office—Office, 233 S. Wacker Drive, Chicago, Illinois 60606. Stockholders must provide the recommended candidate's name, biographical data, qualifications and other information required by Section 2.10 of the Bylaws with respect to director nominations by stockholders.

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          A candidate for election as a director of the Board (other than those elected by holders of preferred stock of the Company) should possess a variety of characteristics. Candidates for director recommended by stockholders must be able to fulfill the independence standards established by the Board as set forth in the listing standards of the NYSE,Nasdaq Listing Rules, any other applicable rules or regulations, and in the Company's Corporate Governance Guidelines as outlined above under "Director Independence."

          Submissions of candidates who meet the criteria for director nominees approved by the Board will be forwarded to the Chairman of the Nominating/Governance Committee for further review and consideration. The Nominating/Governance Committee reviews the qualifications of each candidate and

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makes a recommendation to the full Board. The Nominating/Governance Committee considers all potential candidates in the same manner and by the same standards regardless of the source of the recommendation and acts in its discretion in making recommendations to the full Board. Any invitation to join the Board (other than with respect to any director who is elected by holders of preferred stock of the Company) is extended by the entire Board through the Chairman of the Board or the Chairman of the Nominating/Governance Committee.

          In addition to recommending director candidates to the Nominating/Governance Committee, stockholders may also, pursuant to procedures established in the Bylaws, directly nominate one or more director candidates to stand for election at an annual or special meeting of stockholders. For an annual meeting of stockholders, a stockholder wishing to make such a nomination must deliver written notice of the proposed nomination to the Secretary of the Company not less than 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. For a special meeting of stockholders, a stockholder wishing to make such a nomination must deliver written notice of the nomination to the Secretary of the Company not earlier than 120 days prior to the date of such special meeting and not later than the close of business on the later ofof: (x) 90 days prior to the date of such special meetingmeeting; and (y) 10 days following the day on which public announcement is first made of the date of such special meeting. In either case, a notice of nomination submitted by a stockholder must include information concerning the nominating stockholder and the stockholder's nominee(s) as required by the Bylaws.

          In accordance with a February 2016 amendment to the Bylaws, stockholders may also submit director nominees to the Board to be included in the Company's annual proxy statement, known as "proxy access." Stockholders who intend to submit director nominees for inclusion in the Company's proxy materials for the 20172021 annual meeting of stockholders must comply with the requirements of proxy access as set forth in the Bylaws. The stockholder or group of stockholders who wish to submit director nominees pursuant to proxy access must deliver the required materials to the Company not less than 120 days nor more than 150 days prior to the anniversary of the date that the Company first mailed its proxy materials for the annual meeting of the previous year.

          Although the Company does not have a formal policy on Board diversity, the Board seeks independent directors with diverse professional backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Nominating/Governance Committee is committed to actively seeking women and minority candidates for the pool from which director candidates are chosen. A candidate for director should have experience in positions with a high degree of responsibility and be selected based upon contributions he or she can make to the Board and upon his or her willingness to devote adequate time and effort to Board responsibilities. In making this assessment, the Nominating/Governance Committee will consider the number of other boards on which the candidate serves and the other business and professional commitments of the candidate. The candidate should also have the ability to exercise sound business judgment to act in what he or she reasonably believes to be in the best interests of the Company and its stockholders. NoAs described above, no candidate is eligible for election or reelection as a director if at the time of such election he or she is 75 or more years of age, unless the Board affirmatively determines otherwise.

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Committees of the Board

          The Board has six standing committees: Audit, Compensation, Executive, Finance, Nominating/Governance and Public Responsibility. The Audit Committee, Compensation Committee and Nominating/Governance Committee and Public Responsibility Committee are comprised solely of independent directors. Below is aThe chart showingbelow shows the current membership of each committee and a summary of the functions performed by each committee.

													​	​	​	​	​	​	​	​	​	​	​	​	​
		COMMITTEE MEMBERSHIP(1)MEMBERSHIP
	​	​	​	​	​	​	​	​	​	​	​	​	​
		AUDIT			AUDIT			COMPENSATION				EXECUTIVE				FINANCE				NOMINATING/ GOVERNANCE				PUBLIC RESPONSIBILITY
Carolyn Corvi		M				M		C
​	​	​	​	​	​	​	​	​	​	​	​	​
Jane C. Garvey						C				M		M
Jane C. Garvey ​	​	​	​	​	​	​	​	​	​	​	​	​
Barney Harford								M		M		M
​	​	​	​	​	​	​	​	​	​	​	​	​
Michele J. Hooper*		M		M						M
​	​	​	​	​	​	​	​	​	​	​	​	​
Todd M. Insler												M
​	​	​	​	​	​	​	​	​	​	​	​	​
Walter Isaacson						M				M		C
Barney Harford ​	​	​	​	​	​	​	​	​	​	​	​	​
James A. C. Kennedy								C		M
Todd M. Insler
Walter Isaacson				M
​	M​	​	M​	​	​	​	​	​	​	​	​	​
James A.C. Kennedy
Henry L. Meyer III				M		C				C
Robert A. Milton
Oscar Munoz						M		M
William R. Nuti ​	​	​	​	​	​	​	​	M​	​	​	​	M​
Sito J. Pantoja												M
​	​	​	​	​	​	​	​	​	​	​	​	​
Edward L. Shapiro M. Philip*		M				M						C
Laurence E. Simmons ​	​	​	​	​	​	​	​	​	​	​	​	​
Edward L. Shapiro				M				M				M
​	M​	​	​	​	​	​	​	​	​	​	​	​
David J. Vitale Vitale*		C				M		M
John H. Walker ​	​	​	​	​	​	​	​	​	​	​	​	​
James M. Whitehurst		M		C		M
James M. Whitehurst
Charles A. Yamarone		M		M
​	​	​	​	​	​	​	​	​	​	​	​	​

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Key:

M = Committee Member

C = Committee Chair

(1)

In addition to the current committee membership shown above: (a) Ms. Corvi served as a member of the Finance Committee from January 1, 2015 to September 8, 2015, when she was named Chair of the Finance Committee and was appointed to the Executive Committee; (b) Mr. Munoz served as Chair of the* = Audit Committee from January 1, 2015 to September 8, 2015, when he was named the Company's President and CEO and was appointed to the Finance Committee; (c) Mr. Nuti was appointed to the Public Responsibility Committee on June 11, 2015; (d) Mr. Vitale served as a member of the Audit Committee from January 1, 2015 to September 8, 2015, when he was named Chair of the Audit Committee; and (e) Mr. Yamarone served as a member of the Executive Committee from January 1, 2015 to June 11, 2015.Financial Expert

Audit Committee

          The Audit Committee met eight times during 20152019 and has a written charter adopted by the Board, which is available on the Company's website, www.ir.united.com,ir.united.com, by following the link "Governance""Corporate Governance" and selecting "Audit""Audit Committee Charter" under the heading "Committee Charters."Governance Documents." All of the members of the Audit Committee are independent as defined by the applicable NYSENasdaq Listing Rules and SEC standards. The Board has determined that each of the Audit Committee members is financially literate,satisfies the financial literacy requirements under the Nasdaq Listing Rules, and that each of Ms. Hooper and Messrs. Vitale, WalkerPhilip and YamaroneVitale qualifies as an "audit committee financial expert" as defined by SEC regulations.

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          The purpose of the Audit Committee is to: (i) oversee the accounting and financial reporting processes of the Company and the audits of the Company's financial statements; (ii) assist the Board in fulfilling its responsibility to overseeoversee: (a) the integrity of the Company's financial statements and the adequacy of the Company's system of disclosure controls and internal controls over financial reporting; (b) the Company's compliance with legal and regulatory requirements and ethical standards; (c) the independent auditors' qualifications and independence; and (d) the performance of the Company's internal audit function and independent auditors; (iii) provide an open avenue of communication between the independent auditors, the internal auditors, management and the Board; and (iv) prepare an audit committee report as required by the SEC, which is set forth in this proxy statement under "Audit Committee Report."

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          In discharging its duties, the Audit Committee has the authority to conduct or authorize investigations or studies into any matters within the Audit Committee's scope of responsibilities. The Audit Committee can form and delegate authority to subcommittees. It also has the authority, without further Board approval, to obtain, at the expense of the Company, advice and assistance from internal or external legal, accounting or other advisers as it deems advisable.

Compensation Committee

          The Compensation Committee met 11nine times during 20152019 and has a written charter adopted by the Board, which is available on the Company's website, www.ir.united.com,ir.united.com, by following the link "Governance""Corporate Governance" and selecting "Compensation""Compensation Committee Charter" under the heading "Committee Charters."Governance Documents." All of the members of the Compensation Committee are independent as defined byunder the NYSE's applicable listing standards.Nasdaq Listing Rules.

          The Compensation Committee is responsible for:for, among other things: (i) overseeing the administration of the Company's compensation plans (other than plans covering only directors of the Company), including the equity-based plans and executive compensation programs of the Company; (ii) discharging the Board's responsibilities relating to the performance evaluation and compensation of the Company's officers, including the Company's Chief Executive Officer; and (iii) preparing the compensation committee report required by the SEC to be included in the annual proxy statement, which is set forth in this proxy statement under "Executive Compensation—Compensation Committee Report." The Compensation Committee also is responsible for reviewing and discussing with management the Compensation Discussion and Analysis ("CD(the "CD&A"), and based on such discussions, determining whether to recommend to the Board that the CD&A be included in the Company's annual proxy statement or annual report on Form 10-K, as applicable. The Compensation Committee also reviews and makes recommendations to the Board with respect to the adoption (or submission to stockholders for approval) or amendment of such executive incentive compensation plans and all equity-based compensation plans for the Company (other than equity-based plans covering only directors of the Company). Furthermore, the Compensation Committee exercises the powers and performs the duties, if any, assigned to it from time to time under any compensation or benefit plan of the Company or any of its subsidiaries.

          The Compensation Committee performs a review, at least annually, of the goals and objectives of the Company and establishes the goals and objectives for the Chief Executive Officer. In addition, the Compensation Committee annually evaluates the performance of the Chief Executive Officer, including evaluating the Chief Executive Officer's performance in light of the goals and objectives relevant to his compensation.compensation and discusses that evaluation with the Board. The Compensation Committee has the sole authority to set the Chief Executive Officer's compensation based on this evaluation and the Company's compensation philosophy. The Compensation Committee also reviews and approvesdetermines at least annually the compensation of each other executive officer of the Company. In addition to the Chief Executive Officer, the Compensation Committee oversees the annual performance evaluation process of the other executive officers of the Company.

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          The Compensation Committee has delegated to the Chief Executive Officer the authority to grant stock awards to eligible participants (other than executive officers of the Company), the interpretative authority under the Company's incentive compensation plans for interpretations and determinations relating to the grant of stock awards to such eligible participants and the modification of the terms of such a participant's award following termination of employment. Additionally, the Chief Executive Officer makes recommendations to the Compensation Committee regarding the compensation of the officers who report directly to him. His recommendations are based on input from the Executive Vice President, Human Resources and Labor Relations and hisher staff, and the Compensation Committee's independent compensation consultant. The Compensation Committee has the authority to review, approve and revise these recommendations as it deems appropriate.

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          The Compensation Committee has the authority, in its sole discretion, to retain or obtain, at the expense of the Company, the advice of a compensation consultant, independent legal counsel or other adviser (each, a "compensation adviser"). The Compensation Committee may select a compensation adviser to the extent required by applicable NYSE rules, only after taking into consideration all factors relevant to the compensation adviser's independence from management, including the factors specified by NYSE rules.under Nasdaq Listing Rules. The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation adviser retained by the Compensation Committee. It also has the authority, without further Board approval, to obtain, at the expense of the Company, advice and assistance from internal and external legal, accounting or other advisers as it deems advisable. The Compensation Committee is responsible for determining the scope of the executive compensation services provided by any consultant, including its fees. The Compensation Committee can also form and delegate authority to subcommittees.

Role of Compensation Consultant in Determining Executive Compensation

          The Compensation Committee has retained Exequity LLP ("Exequity") as its independent compensation consultant since November 2010.consultant. A representative of Exequity regularly attends Compensation Committee meetings, participates in discussions regarding executive compensation issues, and, from time to time and in connection with the setting of incentive compensation targets, makes executive compensation recommendations to the Compensation Committee based on available marketplace compensation data for U.S. peer airlines and certain non-airline companies with comparable revenue and other characteristics. Exequity reports exclusively to the Compensation Committee and does not provide any additional services to the Company other than advice to the Nominating/Governance Committee with respect to director compensation.

          In November 2010, theThe Compensation Committee adoptedmaintains a conflict of interest policy governing the relationship with its compensation consultant in order to ensure objectivity and minimize the potential for conflicts of interest in the delivery of executive compensation advice. The policy establishes management's obligation to report periodically to the Compensation Committee the scope and amount of work being performed by the consultant or its affiliates for the Company. The policy also specifies that the consultant reports directly to the Compensation Committee and has direct access to the Compensation Committee through its Chairman (or in the case of services being provided to the Board, through the Chairman of the Board or, as applicable, the Lead Director). The policy prohibits the consultant from soliciting business from the Company other than work on behalf of the Compensation Committee or the Board and requires the consultant to develop policies and procedures to prevent any employee of the consultant who advises the Compensation Committee or the Board from discussing such services with other employees of the consultant who currently provide other services to the Company or who were providing other services during the prior year. The Compensation Committee has assessed the independence of Exequity pursuant to SEC rulesNasdaq Listing Rules and concluded that Exequity's work for the Compensation Committee does not raise any conflict of interest.

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Executive Committee

          The Executive Committee met fivefour times during 20152019 and has a written charter adopted by the Board, which is available on the Company's website, www.ir.united.com,ir.united.com, by following the link "Governance""Corporate Governance" and selecting "Executive""Executive Committee Charter" under the heading "Committee Charters."Governance Documents." The Executive Committee is authorized to exercise all of the powers of the Board, subject to certain limitations, in the management of the business and affairs of the Company, excluding any powers granted by the Board, from time to time, to any other committee of the Board. The Executive Committee can also form and delegate authority to subcommittees.

Finance Committee

          The Finance Committee met sixeight times during 20152019 and has a written charter adopted by the Board, which is available on the Company's website, www.ir.united.com,ir.united.com, by following the link "Governance""Corporate Governance" and selecting "Finance""Finance Committee Charter" under the heading "Committee Charters."Governance Documents." The Finance Committee is responsible for, among other things: (i) reviewing financial plans and budgets and cash management policies and activities; (ii) evaluating and advising the Board on any proposed merger or

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consolidation, or any significant acquisition or disposition of assets; (iii) evaluating and advising the Board on business opportunities and financing transactions; (iv) evaluating capital structure and recommending certain proposed issuances of securities; and (v) reviewing strategies relating to financial, operating economic or hazardeconomic risk. The Finance Committee can also form and delegate authority to subcommittees.

Nominating/Governance Committee

          The Nominating/Governance Committee met 14six times during 20152019 and has a written charter adopted by the Board, which is available on the Company's website, www.ir.united.com,ir.united.com, by following the link "Governance""Corporate Governance" and selecting "Nominating/Governance"Governance Committee Charter" under the heading "Committee Charters."Governance Documents." All of the members of the Nominating/Governance Committee are independent as defined by the NYSE's applicable listing standards.Nasdaq Listing Rules.

          The Nominating/Governance Committee is responsible for, among other things: (i) identifying, evaluating and recommending for nomination individuals qualified to be Board members, other than directors appointed by holders of preferred stock of the Company; (ii) developing, recommending and periodically reviewing the Company's Corporate Governance Guidelines and overseeing corporate governance matters; (iii) reviewing and overseeing the Company's succession planning process for executive officers, including the Chief Executive Officer; (iv) overseeing an annual evaluation of the Board and its committees;Board; and (v) reviewing and making recommendations to the Board with respect to director compensation. In discharging its duties, the Nominating/Governance Committee has the authority to conduct or authorize investigations into any matters within the Nominating/Governance Committee's scope of responsibilities. The Nominating/Governance Committee can form and delegate authority to subcommittees.

          The Nominating/Governance Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other terms of engagement. It also has the authority, without further Board approval, to obtain, at the expense of the Company, advice and assistance from internal or external legal, accounting or other advisers as it deems advisable.

Public Responsibility Committee

          The Public Responsibility Committee met threefour times during 20152019 and has a written charter adopted by the Board, which is available on the Company's website, www.ir.united.com,ir.united.com, by following the link "Governance""Corporate Governance" and selecting "Public Responsibility"Responsibility Committee Charter" under the heading "Committee Charters."Governance Documents."

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          The Public Responsibility Committee is responsible for oversight of: (i) the Company's policies, positioning and practices concerning various broad public policy issues, including those that relate to safety (including workplace safety and security); environmental affairs; political and governmental policies;affairs; consumer affairs; diversity, including, without limitation, employee diversity and supplier diversity; civic activities and business practices that impact communities in which the Company does business; and charitable, political, social and educational organizations; (ii) management's identification, evaluation and monitoring of the social, political and environmental trends, issues and concerns, domestic and international, that affect or could affect the Company's reputation, business activities and performance or to which the Company could make a meaningful contribution; and (iii) the Company's general philosophy regarding diversity, including, without limitation, employee diversity and supplier diversity, as it relates to Company policies and practices.organizations. The Public Responsibility Committee can also form and delegate authority to subcommittees.

Special Committee and Subcommittee

        In addition to the standing board committees, on March 2, 2015, the Board established a Special Committee that is currently comprised of Mr. Meyer (Chair), Ms. Corvi, Mr. Isaacson, Mr. Nuti, Mr. Simmons, Mr. Vitale, Mr. Walker and Mr. Yamarone. As disclosed in the first quarter of 2015, the Company and certain of its current and former executive officers and employees received federal grand jury subpoenas requesting records and testimony related to certain individuals formerly associated with the Port Authority of New York and New Jersey and related operations of the Company, and the Company is conducting an internal investigation in response. The Special Committee is overseeing this internal investigation, as well as a related investigation by the SEC. In addition, on March 2, 2015, the Special Committee formed a Subcommittee of the Special Committee, and authorized the Subcommittee to exercise certain authority of the Special Committee with respect to the investigation. The members of the Subcommittee currently are Mr. Meyer (Chair), Ms. Corvi, Mr. Walker and Mr. Vitale. Mr. Munoz served as a member of each of the Special Committee and the Subcommittee from the time of their respective formation until his appointment as President and CEO on September 8, 2015.

Compensation Committee Interlocks and Insider Participation

          The Compensation Committee is currently composed of Messrs. Walker, Isaacson, Meyer,Kennedy, Shapiro and Yamarone,Whitehurst and Ms. Hooper, each of whom is an independent, non-management director, and no member of the Compensation Committee has ever been an officer or employee of the Company or any of its subsidiaries. None of our executive officers has served as a member of any board of directors or compensation committee of any other company for which any of our directors served as an executive officer at any time

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since January 1, 2015.2019. In addition, no member of the Compensation Committee had any relationship requiring disclosure under Item 404 of Regulation S-K promulgated by the SEC.

Certain Relationships and Related Transactions

Review, Approval or Ratification of Transactions with Related Parties

          The Board recognizes that transactions involving the Company and related parties present a heightened risk of conflicts of interest. In order to ensure that the Company acts in the best interests of its stockholders, the Board has adopted a written policy for the review and approval of any Related Party Transaction (as defined below). It is the policy of the Company that any Related Party Transaction must be approved or ratified by the Audit Committee or, if the Board determines that a transaction should instead be reviewed by all of the disinterested directors on the Board, by a majority of the disinterested directors on the Board. No director is permitted to participate in the review or approval of a Related Party Transaction if such director or his or her immediate family member is a Related Party (as defined below). In reviewing a proposed transaction, the Audit Committee or the disinterested directors, as applicable, must (i) satisfy themselves that they have been fully informed as to the Related Party's relationship and interest and as to the material facts of the proposed transaction,

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(ii) consider all of the relevant facts and circumstances available to them, including but not limited to: the benefits to the Company, the impact on a director's independence, the availability of other sources for comparable products or services, the terms of the transaction, and the terms available to unrelated third parties or to employees generally, and (iii) determine whether or not the proposed transaction is fair to the Company and is not inconsistent with the best interests of the Company and its stockholders.

          If the Company enters into a transaction that (i) the Company was not aware constituted a Related Party Transaction at the time it was entered into but which it subsequently determines is a Related Party Transaction or (ii) did not constitute a Related Party Transaction at the time such transaction was entered into but thereafter becomes a Related Party Transaction, then in either such case the Related Party Transaction shall be presented for ratification by the Audit Committee or a majority of the disinterested directors on the Board. If such Related Party Transaction is not ratified by the Audit Committee or a majority of the disinterested directors, then the Company shall take all reasonable actions to attempt to terminate the Company's participation in the transaction.

          As set forth in the policy, a "Related Party Transaction" is a transaction (including any financial transaction, arrangement or relationship (including an indebtedness or guarantee of indebtedness)), or series of similar transactions, or any material amendment to any such transaction, in which:

(a)

the aggregate amount involved exceeds or is expected to exceed $120,000;



(b)

a Related Party had, has or will have a direct or indirect material interest (other than solely as a result of being a director, limited partner or less than 10% beneficial owner (together with all other Related Parties) of another entity that is party to the transaction); and



(c)

the Company is a participant.

          For purposes of this definition, a "Related Party" means (i) an executive officer of the Company, (ii) a director of the Company or nominee for director of the Company, (iii) a person (including an entity or group) known to the Company to be the beneficial owner of more than 5% of any class of the Company's voting securities, or (iv) an individual who is an immediate family member (as defined below) of an executive officer, director, nominee for director or 5% stockholder of the Company.

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          An "immediate family member" includes any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of such person, and any person (other than a tenant or employee) sharing such person's home.

Related Party Transactions Since January 1, 2019

          The Company hasJohn Gebo, Senior Vice President, Alliances, of United Airlines, is the spouse of Kate Gebo, Executive Vice President, Human Resources and Labor Relations, of the Company. For 2019, Mr. Gebo received aggregate cash compensation of approximately $937,976, consisting of base salary, annual incentive bonus and excess 401(k) cash direct and cash match program payments for management and administrative employees; equity compensation, consisting of restricted stock unit awards with an aggregate grant date fair value of approximately $322,719; and other customary officer and employee benefits. Mr. Gebo and Ms. Gebo do not entered into any Related Party Transactions (as defined above) since January 1, 2015.report to, or determine the compensation of, each other.

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BENEFICIAL OWNERSHIP OF SECURITIES

Beneficial Ownership of Securities

Certain Beneficial Owners

          The following table shows the number of shares of our voting securities owned by any person or group known to us, as of April 28, 2016,1, 2020, to be the beneficial owner of more than 5% of any class of our voting securities.

Name and Address of Beneficial Owner		Title of Class		Amount and Nature of Ownership			Percent of Class(1)
The Vanguard Group(2)		Common Stock			26,272,623			6.87	%
100 Vanguard Blvd.
Malvern, PA 19355
Blackrock Inc.(3)		Common Stock			24,866,767			6.7	%
55 East 52nd Street
New York, NY 10055
PRIMECAP Management Company(4)		Common Stock			19,466,000			5.22	%
225 South Lake Ave. #400
Pasadena, CA 91101
United Airlines Pilots Master Executive Council, Air Line Pilots Association, International(5)		Class Pilot MEC Junior			1			100	%
9550 West Higgins Road, Suite 1000		Preferred Stock
Rosemont, IL 60018
International Association of Machinists and Aerospace Workers(5)		Class IAM Junior			1			100	%
District #141		Preferred Stock
900 Machinists Place
Upper Marlboro, MD 20722

---

​	​	​	​	​	​	​
Name and Address of Beneficial Owner		Title of Class		Amount and Nature of Ownership		Percent of Class(1)
PRIMECAP Management Company(2)		Common Stock		37,164,507		15.0%
177 E. Colorado Blvd., 11th Floor
Pasadena, CA 91105
​	​	​	​	​	​	​
Berkshire Hathaway Inc.(3)		Common Stock		21,938,642		8.9%
3555 Farnam Street
Omaha, NE 68131
​	​	​	​	​	​	​
The Vanguard Group(4)		Common Stock		20,252,121		8.2%
100 Vanguard Blvd.
Malvern, PA 19355
​	​	​	​	​	​	​
BlackRock, Inc.(5)		Common Stock		14,918,558		6.0%
55 East 52nd Street
New York, NY 10055
​	​	​	​	​	​	​
PAR Investment Partners, L.P.(6)		Common Stock		14,096,389		5.7%
200 Clarendon Street, 48th Floor
Boston, MA 02116
​	​	​	​	​	​	​
United Airlines Pilots Master Executive Council, Air Line Pilots Association, International(7)		Class Pilot MEC Junior Preferred Stock		1		100%
9550 West Higgins Road, Suite 1000
Rosemont, IL 60018
​	​	​	​	​	​	​
International Association of Machinists and Aerospace Workers(7)		Class IAM Junior Preferred Stock		1		100%
District #141
900 Machinists Place
Upper Marlboro, MD 20722
​	​	​	​	​	​	​

(1)

PercentageFor beneficial owners of classCommon Stock, percentages are calculated based upon 247,256,855 shares of voting securitiesCommon Stock outstanding as reported in the SEC filings of each beneficial owner.April 1, 2020.

(2)

Based solely on a Schedule 13G/A (Amendment No. 2) filed on February 11, 2016, in which The Vanguard Group reported sole voting power for 614,527 shares, shared voting power for 9,000 shares, sole dispositive power for 25,655,720 shares and shared dispositive power for 616,903 shares. According to the filing, The Vanguard Group is a registered investment adviser.

(3)

Based on Schedule 13G/A (Amendment No. 3) filed on February 10, 2016, in which BlackRock, Inc. reported sole voting power for 22,289,752 shares and sole dispositive power for 24,866,767 shares. According to the filing, BlackRock, Inc. is a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).

(4)

Based on Schedule 13G5) filed on February 12, 2016,2020, in which PRIMECAP Management Company reported sole voting power for 6,375,54436,423,279 shares and sole dispositive power for 19,466,00037,164,507 shares. According to the filing, PRIMECAP Management Company is a registered investment adviser.

(3)

Based solely on a Schedule 13G/A (Amendment No. 2) filed on February 14, 2019, in which Warren E. Buffet, on behalf of himself, Berkshire Hathaway Inc., National Indemnity Company, GEICO Corporation, Government Employees Insurance Company and GEICO Indemnity Company reported shared voting and dispositive power for a total of 21,938,642 shares.

(4)

Based solely on a Schedule 13G/A (Amendment No. 6) filed on February 12, 2020, in which The Vanguard Group, on behalf of itself and certain wholly-owned subsidiaries, reported sole voting

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power for 274,501 shares, shared voting power for 14,978 shares, sole dispositive power for 19,967,924 shares and shared dispositive power for 284,197 shares.

(5)

Based solely on a Schedule 13G/A (Amendment No. 7) filed on February 6, 2020, in which BlackRock, Inc., on behalf of itself and certain subsidiaries, reported sole voting power for 13,242,080 shares and sole dispositive power for 14,918,558 shares.

(6)

Based solely on a Schedule 13G/A (Amendment No. 3) filed on February 14, 2020, in which PAR Investment Partners, L.P. ("PAR Investment Partners"), PAR Group II, L.P. ("PAR Group") and PAR Capital Management, Inc. ("PAR") reported sole voting and dispositive power for 14,096,389 shares. PAR Group is the sole general partner of PAR Investment Partners and PAR is the sole general partner of PAR Group. Each of PAR Group and PAR may be deemed to be the beneficial owner of all shares held directly by PAR Investment Partners.

(7)

Shares of Class Pilot MEC and Class IAM stock elect one ALPA and IAM director, respectively, and have one vote on all matters submitted to the holders of Common Stock other than the election of directors.

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Directors and Executive OfficersTable of Contents

Directors and Executive Officers

          The following table shows the number of shares of our voting securities owned by our directors, director nominees, the named executive officers identified in this proxy statement (including two executive officers who have departed from the Company),and all our directors, and director nominees and all of our directors and executive officers as a group as of April 28, 2016.1, 2020. The person or entitiespersons listed below have sole voting and investment

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power with respect to all shares of our Common Stock beneficially owned by them, except to the extent this power may be shared with a spouse.spouse, or as otherwise described in the footnotes following the table.

Name of Beneficial Owner		Title of Class		Amount and Nature of Ownership			Percent of Class
Directors
Carolyn Corvi		Common Stock			15,041	(2)(3)		*
Jane C. Garvey		Common Stock			3,788	(2)		*
Barney Harford		Common Stock			100,000			*
Todd M. Insler		Common Stock			0			*
Walter Isaacson		Common Stock			7,638	(2)		*
James A.C. Kennedy		Common Stock			2,900			*
Henry L. Meyer III		Common Stock			36,853	(2)(4)		*
Robert A. Milton		Common Stock			1,000			*
Oscar Munoz(1)		Common Stock			191,105	(2)(4)		*
William R. Nuti		Common Stock			2,638	(2)		*
Sito Pantoja		Common Stock			0			*
Edward L. Shapiro(5)		Common Stock			0			*
Laurence E. Simmons		Common Stock			18,189	(2)(6)		*
David J. Vitale		Common Stock			12,638	(2)		*
John H. Walker		Common Stock			8,638	(2)		*
James M. Whitehurst		Common Stock			10,000			*
Charles A. Yamarone		Common Stock			17,402	(2)(7)		*
Named Executive Officers								*
Michael P. Bonds		Common Stock			52,865			*
James E. Compton		Common Stock			74,556			*
Brett J. Hart(8)		Common Stock			59,579			*
Gregory L. Hart		Common Stock			36,466			*
Gerald Laderman		Common Stock			40,774			*
John D. Rainey(9)		Common Stock			64,934			*
Jeffery A. Smisek(10)		Common Stock			490,030			*
Directors and Executive Officers as a Group (26 persons)		Common Stock			1,295,182			*

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​	​	​	​	​				​	​
Name of Beneficial Owner		Title of Class		Amount and Nature of Ownership					Percent of Class
Directors	​		​	​			​	​
​	​	​	​	​				​	​
Carolyn Corvi	​	Common Stock	​	​	15,802		(1)	​	*
​	​	​	​	​				​	​
Jane C. Garvey	​	Common Stock	​	​	9,929		(2)	​	*
​	​	​	​	​				​	​
Barney Harford	​	Common Stock	​	​	104,542		(1)	​	*
​	​	​	​	​				​	​
Michele J. Hooper	​	Common Stock	​	​	3,245		(2)	​	*
​	​	​	​	​				​	​
Todd M. Insler	​	Common Stock	​	​	—		​	​	*
​	​	​	​	​				​	​
Walter Isaacson	​	Common Stock	​	​	19,078		(2)	​	*
​	​	​	​	​				​	​
James A. C. Kennedy	​	Common Stock	​	​	8,796		(1)	​	*
​	​	​	​	​				​	​
Oscar Munoz(3)	​	Common Stock	​	​	250,940		​	​	*
​	​	​	​	​				​	​
Sito J. Pantoja	​	Common Stock	​	​	—		​	​	*
​	​	​	​	​				​	​
Edward M. Philip	​	Common Stock	​	​	7,207		(2)(4)	​	*
​	​	​	​	​				​	​
Edward L. Shapiro	​	Common Stock	​	​	195,231		(2)	​	*
​	​	​	​	​				​	​
David J. Vitale	​	Common Stock	​	​	18,534		(1)	​	*
​	​	​	​	​				​	​
James M. Whitehurst	​	Common Stock	​	​	18,262		(2)	​	*
​	​	​	​	​				​	​
Named Executive Officers	​		​	​			​	​
​	​	​	​	​				​	​
Brett J. Hart	​	Common Stock	​	​	83,780		​	​	*
​	​	​	​	​				​	​
Gregory L. Hart	​	Common Stock	​	​	26,943		​	​	*
​	​	​	​	​				​	​
J. Scott Kirby(5)	​	Common Stock	​	​	312,152		(6)	​	*
​	​	​	​	​				​	​
Gerald Laderman	​	Common Stock	​	​	63,205		​	​	*
​	​	​	​	​				​	​
Directors, Director Nominees and Executive Officers as a Group (21 persons)	​	Common Stock	​	​	1,240,170		​	​	*
​	​	​	​	​				​	​

*

Less than 1% of outstanding shares.

(1)

OscarIncludes 1,051 shares representing the portion of the director's 2019 equity award that will vest on May 23, 2020 and will be settled in Common Stock.

(2)

Includes shares units representing Board retainer and meeting fees that the director elected to defer into a share account pursuant to the terms of the Company's 2006 Director Equity Incentive Plan, as amended and restated (the "DEIP"), including the director's 2019 equity award. The share units will be settled in Common Stock within 60 days following the director's separation from service on the Board. Share units that will be settled more than 60 days following the director's separation from service are not included (Ms. Garvey—7,748 share units; Mr. Isaacson—26,708 share units; Mr. Vitale—7,028 share units; and Mr. Whitehurst—6,969 share units).

(3)

Mr. Munoz is also a named executive officer.

(2)(4)

Includes 1,180shared voting and investment power for six shares of Common Stock that will be issued upon the vestingStock.

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Table of deferred stock units within 60 days following April 28, 2016.Contents

(5)

Mr. Kirby is also a director nominee.

(3)(6)

Includes 7,875158,479 options to purchase shares of our Common Stock at $17.67$58.69 per share.

(4)

Includes 5,250 options to purchase5,000 shares of our Common Stock at $22.50 per share, 5,250 optionsheld in a trust for the benefit of Mr. Kirby's children and other relatives in which Mr. Kirby serves as the trustee. Mr. Kirby disclaims beneficial ownership of these securities except to purchasethe extent of his pecuniary interest therein. Also includes 8,000 shares of our Common Stock at $32.48 per share, 7,875 options to purchase sharesheld in a trust for the benefit of our Common Stock at 11.87 per share and 7,875 options to purchase shares of our Common Stock at $8.79 per share.

(5)

Excludes shares owned by PAR Investment Partners, L.P. ("PAR Investment Partners"). PAR is the general partner of PAR Group, L.P.,Mr. Kirby's children in which is the general partner of PAR Investment Partners. Mr. Shapiro is a Managing Partner of PAR but has taken a leave of absence from his role at PAR during his tenure as a director of the Company. The Company has been informed by PAR that Mr. Shapiro has no voting power or investment power with regard to shares owned by PAR Investment Partners.

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(6)

Includes 7,875 options to purchase shares of our Common Stock at $14.25 per share.

(7)

Includes 5,250 options to purchase shares of our Common Stock at $22.50 per share and 5,250 options to purchase shares of our Common Stock at $32.48 per share.

(8)

Mr. Hart servedKirby's brother serves as the Company's acting Chief Executive Officer and its principal executive officer from October 19, 2015 until March 14, 2016.

(9)

trustee. Mr. Rainey previously served as the Company's Executive Vice President and Chief Financial Officer. Mr. Rainey resigned from these positions effective July 30, 2015. The ownership information for Mr. Rainey is consistent with the information contained in theKirby disclaims beneficial ownership reports filed with the SEC on his behalf as of the date of his departure from the Company.

(10)

Mr. Smisek previously served as the Company's Chairman, President and Chief Executive Officer. Mr. Smisek stepped down from these roles with the Company on September 8, 2015. The ownership information for Mr. Smisek is consistent with the information contained in the beneficial ownership reports filed with the SEC on his behalf as of the date of his departure from the Company.securities.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires our directors, executive officers and holders of more than 10% of our Common Stock to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities. Such executive officers, directors and beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on a review of such reports filed by or on behalf of such persons in this regard and written representations from them, all Section 16(a) reporting requirements were timely fulfilled during 2015.

Equity Compensation Plan Information

          The following table sets forth information as of December 31, 20152019 regarding the number of shares of our Common Stock that may be issued under the Company's equity compensation plans.

Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights			Weighted average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)
Equity compensation plans approved by security holders
Options			245,999		$	29.52
Restricted Stock Units			2,612,228			—
​	​	​	​	​	​	​	​	​	​	​
Subtotal			2,858,227	(1)	$	2.54			4,298,835	(2)
Equity compensation plans not approved by security holders			78,750	(3)	$	18.32			3,315,007	(4)
​	​	​	​	​	​	​	​	​	​	​
Total			2,936,977		$	2.96			7,613,842
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​
​	​	​	​	​	​	​	​	​	​	​

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​

​

​

​

​

​

​

​

​

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)

Equity compensation plans approved by security holders

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Options

​

689,200

​

$82.12

​

​

​

​

​

​

​

​

​

​

​

​

Restricted Stock Units

​

1,967,250

​

—

​

​

​

​

​

​

​

​

​

​

​

​

Subtotal

​

2,656,450

​

$21.31

​

8,371,140

(1)

​

​

​

​

​

​

​

​

​

​

Equity compensation plans not approved by security holders

​

—

​

—

​

—

​

​

​

​

​

​

​

​

​

​

​

Total

​

2,656,450

​

$21.31

​

8,371,140

​

​

​

​

​

​

​

​

​

​

​

(1)

In addition to this amount, the Company has issued 268,500 restricted shares that were not vested as of December 31, 2015. These unvested restricted shares are included in the total number of outstanding shares at December 31, 2015. All stock-based compensation plans, including the stock-based compensation plans that were not approved by security holders, are discussed in

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Note 5—Share-Based Compensation Plans of the Combined Notes to the Consolidated Financial Statements included in "Item 8. Financial Statements and Supplementary Data" in the 2015 Form 10-K.

(2)

Includes 313,106197,195 shares available under the amended and restated 2006 Director Equity Incentive Plan and 3,985,7308,173,945 shares available under the 20082017 Incentive Compensation Plan.

(3)

Represents shares issuable pursuant to non-employee director stock options assumed in connection with the Merger, including stock options outstanding under the following pre-Merger plans: Continental Airlines, Inc. 1998 Incentive Plan (31,500 shares); Continental Airlines, Inc. Incentive Plan 2000 (31,500 shares); and United Continental Holdings, Inc. Incentive Plan 2010 (the "Incentive Plan 2010") (15,750 shares).

(4)

Represents 3,315,007 shares available under the Incentive Plan 2010.

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​ Incentive Plan 2010

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        The Incentive Plan 2010 was adopted by the board of directors of Continental in December 2009 and approved by Continental stockholders in 2010, and was assumed by the Company in connection with the Merger on October 1, 2010. Stock options outstanding prior to the Merger that remain outstanding will vest on their original vesting schedule. The Incentive Plan 2010 provides for the grant of non-qualified stock options, incentive stock options, stock appreciation rights ("SARs"), restricted stock awards, performance awards, incentive awards and other stock awards. Employees who were employed by United Air Lines prior to the Merger closing date are not eligible to receive grants of equity-based awards under the Incentive Plan 2010.

        The Incentive Plan 2010 is administered by the Compensation Committee with respect to awards made to persons subject to Section 16 of the Exchange Act, and by the Compensation Committee or the Chief Executive Officer with respect to awards made to persons who are not subject to Section 16 of the Exchange Act, unless the Incentive Plan 2010 otherwise specifies that the Compensation Committee will take specific action or the Compensation Committee specifies that it will serve as administrator.

        Subject to adjustment for changes in capitalization, the aggregate number of shares which may be granted under the Incentive Plan 2010 is not to exceed 3,937,500 shares (which reflects the adjustment based on the exchange ratio that applied in connection with the Merger). To the extent that an award lapses, is terminated or is forfeited, or an award is paid in cash such that all or some of the shares of Common Stock covered by the award are not issued to the holder, any such forfeited or unissued shares of Common Stock then subject to such award will be added back to the number of shares available for issuance under the Incentive Plan 2010. No awards may be granted under the Incentive Plan 2010 after November 30, 2019.

        The exercise price for all stock options and SARs under the Incentive Plan 2010 may not be less than the fair market value of a share of Common Stock on the date of grant. Stock options and SARs may not be exercisable after the expiration of 10 years following the date of grant. Performance awards and incentive awards may be granted in the form of restricted stock units or such other form as determined by the plan administrator.

        Vesting and exercisability of awards may be based on continued employment, the satisfaction of certain performance measures, such other factors as the administrator may determine or a combination of such factors. Awards granted under the Incentive Plan 2010 that vest based solely on the continued employment of the holder may not become exercisable or vest in full in less than three years from the date of grant, and awards that are based on the satisfaction of performance measures are subject to a minimum waiting period for vesting or exercise of one year from the date of grant. However, awards that have conditions related to both time and performance measures may vest or become exercisable

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upon the earlier satisfaction of the performance measures, subject to the one-year waiting period. The exercisability and vesting requirements set forth above are not applicable to: (i) acceleration of exercisability or vesting upon the death, disability or retirement of the holder and upon certain other terminations as provided pursuant to any employment agreement entered into prior to December 1, 2009; (ii) acceleration of exercisability or vesting upon a change in control or certain other corporate changes affecting the Company; and (iii) grants of awards made in payment of other earned cash-based incentive compensation. In addition, the plan administrator has the discretion to grant an award that does not contain the minimum exercisability and vesting requirements provided that the aggregate number of shares that may be subject to such awards may not exceed 5% of the aggregate maximum number of shares that may be issued pursuant to the plan.

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EXECUTIVE COMPENSATION

Executive Compensation

Compensation Discussion and Analysis

Compensation Discussion and Analysis
United. Together.

Executive Summary

        2015 Results.          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.

          Similar to prior years, financial, operational and customer-centric performance measures were the key elements of our 2019 executive compensation program design. In 2019, we focused on making United Airlines the best airline for our customers, employeescommitment to caring customer service that provides a warm and shareholders. Below are certain 2015welcoming travel experience. In addition to our customer-focused initiatives, our 2019 incentive design included focus on our financial and operational highlights, including an explanation of linkages to our compensation programs, and a discussion of some of our recent initiatives and accomplishments.

•

We recordedperformance. Our 2019 adjusted pre-tax income, of $4.498 billion for 2015, excluding special items⁽¹⁾. This representswhich was the most heavily weighted performance in excess of the stretch levelmetric under our 2015 Annual Incentive Program2019 annual incentive awards, with respect to the portion of the award based on our financial performance (representing 80% of the total target opportunity). Substantially all of our employees participated in profit sharing plans in 2015 and earned $698 million in profit sharing payments. Profit sharing percentages range from 5% to 20% depending on the work group, and in some cases profit sharing percentages vary above and below certain pre-tax margin thresholds. Our officers and certain other management-level employees are not eligible to receive profit sharing⁽²⁾.



•

Our 2015 customer satisfaction survey results exceeded the target level with respect to thein our financial plan. Metrics that reflect customer satisfaction, componentdirectly and indirectly (our on-time performance), represented the remainder of the 2015 Annual Incentive Program awards (representing 20%2019 annual performance measures. Overall, the Company achieved performance at 105% of the total target opportunity). For 2015, customer satisfaction was measured by monthly improvement over the prior three-month rolling average customer satisfaction survey scores.



•

We earned a 21.0% return on invested capital ("ROIC") in 2015⁽³⁾. Our long-term incentive compensation includes performance-based restricted stock unit ("Performance-Based RSU" or "PB RSU") awards with performance measured based on our ROIC achievement. For the 2013-2015 performance period, our ROIC (14.7%) exceeded the stretch level of performance, which required our ROIC over the performance period to exceed 11.0%. These 2013 awards were settled in cash during the first quarter of 2016.



•

We made significant progress during 2015 toward closing the pre-tax margin gap versus our industry peers. However, we did not achieve entry level performance under the long-term relative performance awards granted in 2013 that measure and reward performance based on our pre-tax margin as compared to the peer group and, accordingly, no payments were made for the performance period that ended December 31, 2015. We continue to focus on improvement in2019 annual incentive awards. Under our relative pre-tax margin performance. Allawards for the three-year performance period 2017-2019, the Company made progress toward closing the margin gap versus industry peers, and the Company achieved performance at approximately 108% of the target level.

          As we started 2020, our United team was building on the momentum generated in 2019 and focused on the continued execution of our long-term incentivemulti-year growth strategy, running a great operation and becoming the airline that customers choose to fly. However, the onset of the 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 have temporarily waived 50% of their base salaries and our non-employee directors have waived 100% of their cash compensation granted in 2015 for the 2015-2017 performance period are insecond and third quarters of 2020.

          We 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 and ready to fulfill the form of Performance-Based RSU awards or restricted shares and thus are directly linked to our stock price performance. Allgreat potential of our long-term incentives have three-year performance periods.

airline.

   

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⁽¹⁾

  Excludes special charges, unrealized gains and losses on investments and imputed interest on certain finance leases. See the attached Appendix BA for a reconciliationreconciliations of our 2015 pre-tax income results. See also "Item 6. Selected Financial Data—Reconciliation of GAAP to Non-GAAP Financial Measures" in the 2015 Form 10-K for information on the 2015 special items, which consisted primarily of severance and benefit costs, integration-related costs, impairment of assets, gains (losses) on fuel derivative contracts, loss on debt extinguishment and asset sales, as well as other special charges. Unless otherwise indicated, references to net income and earnings exclude such special items.

(2)

Subjectnon-GAAP financial measures to the terms of the applicable joint collective bargaining agreements, certain workgroups participate in an adjusted profit sharing award pool depending on our pre-tax margin results. Our 2015 results exceeded the required 6.9% pre-tax margin and resulted in enhanced payments for these workgroups.

(3)

See Appendix B for a reconciliation of our 2015 ROIC results.

most directly comparable GAAP measures.

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Named Executive Officers

          This proxy statement provides compensation information regarding the Company's principal executive officer (our CEO), the Company's principal financial officer (our CFO), and the three other most highly compensated executive officers in 2019 determined in accordance with applicable SEC disclosure rules. This CD&A section describes the 2019 compensation elements and decisions related to these "named executive officers" or "NEOs." Our 2019 named executive officers were:

•

In 2015, the Company spent $1.2 billion repurchasing shares, including completing its initial $1 billion authorization and initiating a new $3 billion authorization, which the Company now expects to complete in 2016. As part of the $3 billion authorization, the Company spent approximately $1.5 billion repurchasing shares in the first quarter of 2016.Oscar Munoz, Chief Executive Officer;⁽²⁾



•

In 2015, we continued to strengthen our balance sheet, pre-paying approximately $1.2 billion of debt, lowering our total debt balance by $1.1 billion, and reducing interest expense by $66 million year-over-year from $735 million to $669 million.J. Scott Kirby, President;⁽²⁾



•

The Company is upgrading our customers' experience with free snacksGregory L. Hart, Executive Vice President and premium coffee, providing improved WiFi onboard our aircraft, and modernizing our United Club airport facilities. In first-quarter 2016, the Company announced orders to purchase 65 additional new Boeing 737-700 aircraft and will begin taking delivery of these new aircraft mid-2017. The new 737-700 aircraft enable the Company to continue reducing its reliance on 50-seat aircraft and provide a superior customer experience. The Company also will retire its 747 fleet from scheduled service by the end of 2018. To accommodate the accelerated retirement of the 747s while also meeting the Company's capacity needs, the Company will convert 787 orders originally anticipated for delivery in 2020 and beyond into four 777-300ERs and five 787-9s beginning in 2017. Retiring the 747 fleet and replacing those aircraft with more customer-pleasing, current generation aircraft will create a more reliable and efficient fleet that provides a better overall experience for our customers traveling on long-haul flights. We believe that these and other enhancements are delivering operational benefits as well as continued improvement in customer satisfaction, employee pride, and financial performance.Chief Operations Officer;



•

Our consolidated passenger revenue per available seat mile decreased 4.4% in 2015 as compared to 2014. We achieved ancillary revenue of $3.2 billionBrett J. Hart, Executive Vice President and plan to continue to drive additional ancillary revenue by providing new customer choices, optimizing pricing on existing productsChief Administrative Officer; and expanding the availability of ancillary products through additional channels.



•

Our 2015 consolidated costs per available seat mile (excluding special charges, third-party business expenses, fuel and profit sharing) decreased approximately 0.7% in 2015 (9.54) as compared to 2014 (9.61). Including these items, unit costs decreased approximately 11.9% year-over-year (13.08 in 2015 as compared to 14.85 in 2014).⁽⁴⁾ In 2015, the Company achieved $851 million of non-fuel savings as part of its initiative to reduce non-fuel costs by $1 billion annually through increased productivity, reduced sourcing costs, improved maintenance processes and inventory procedures, and optimized distribution methods.

        Notable 2015 Events.    Many of the items discussed in our CD&A and the related executive compensation disclosures are comparable to our discussion related to 2014 given that our compensation elements remain largely similar year-over-year to those that we first implemented post-Merger in 2011. The Company also welcomed our new CEO in September 2015. Our 2015 CD&A and the related tabular disclosures reflect the change in our leadership team during 2015. Items of note to assist with an understanding of our discussion and disclosures regarding our 2015 executive compensation program include the following:

•

Our CEO.  The Company named Oscar Munoz as President and Chief Executive Officer effective September 8, 2015. Mr. Munoz provides valuable expertise in management, finance and accounting. He developed this expertise during his 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 Corporation from February 2015 until September 2015, with

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(4)

See "Item 6. Selected Financial Data—Reconciliation of GAAP to Non-GAAP Financial Measures" in the 2015 Form 10-K.

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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 asGerald Laderman, 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 prior to the Merger and has continued to serve on our Board since the Merger. Please see the "CEO Agreements" section below for a discussion of the agreement entered into with Mr. Munoz relating to his employment with the Company.

•

Other Named Executive Officer Positions.  On October 19, 2015, the Company announced that Mr. Munoz was taking a medical leave of absence. In connection with Mr. Munoz's leave of absence, on October 19, 2015, the Board appointed Brett J. Hart as acting Chief Executive Officer. Mr. Hart is included as a named executive officer in our Summary Compensation Table below based on his service as acting CEO during 2015. On March 14, 2016, Mr. Munoz returned to his role as President and Chief Executive Officer on a full-time basis, and Mr. Hart resumed his position as Executive Vice President and General Counsel. Our named executive officer group for 2015 also includes Gerald Laderman, our acting Chief Financial Officer; James E. Compton, our Vice Chairman and Chief Revenue Officer; Gregory L. Hart, our Executive Vice President and Chief Operations Officer; and Michael P. Bonds, our Executive Vice President, Human Resources and Labor Relations. Mr. Laderman was appointed Senior Vice President—Finance and acting Chief Financial Officer of the Company effective August 3, 2015 in connection with the resignation of John D. Rainey, the Company's former Executive Vice President and Chief Financial Officer.



•

Departing Officers.  Jeffery A. Smisek stepped down from his roles as Chairman, President and Chief Executive Officer effective September 8, 2015. Please see the "CEO Agreements" section below for a discussion of the agreement entered into with Mr. Smisek relating to his separation from the Company. Mr. Rainey resigned from his role as Executive Vice President and Chief Financial Officer effective July 30, 2015.

Executive Summary

          Below is a summary of our executive compensation philosophy; our 2019 incentive compensation design; certain 2019 Company highlights that are linked to our incentive compensation programs; and our consideration of our prior stockholder say-on-pay vote.

          Executive Compensation Philosophy.    A number of the 2015 financial and operational highlights are directly tied to performance under ourOur core executive compensation program awards, and specific links to our awards are noted above. Our compensation philosophy continues to be based on achieving the following objectives:

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aligning the interests of our stockholders and executives;



•

linking executive pay to Company performance; and



•

attracting, retaining and appropriately rewarding our executives in line with market practices.

We believe that the foregoing objectives are reflected in the 2019 incentive compensation program design approved by the Compensation Committee (the "Committee") in February 2019 and summarized further below.

          2019 Incentive Compensation Design.    In designing the Annual Incentive Program ("AIP") for 2019, the Committee focused on 2019 performance measures linked to our financial results, operational performance and customer service. As in prior years,pre-tax income represented the largest percentage of the 2019 AIP opportunity. The 2015 executive compensation programs were designed to directly link compensation opportunities2019 AIP awards also utilized three other performance measures linked to the financialsatisfaction of our customers throughout their travel experience with United:on-time departures;customer satisfaction ("CSAT") surveys; andnet promoter score ("NPS") results.

          Our 2019 AIP awards measured our operational performance metricsbased on our monthly on-time departures, or D:00 performance, relative to industry peers. D:00 performance was utilized because our on-time departure results are strongly correlated to the satisfaction of our customers. In 2019, a single operational measure was selected (eliminating the completion factor and baggage delivery measures used in

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⁽²⁾  In December 2019, the Company announced that we believeMr. Munoz will transition from the role of Chief Executive Officer of the Company following the Annual Meeting and will assume the role of Executive Chairman of the Board, and Mr. Kirby will assume the role of CEO at such time. See "—CEO Transition Arrangements" below.

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prior years) to simplify the design and to narrow focus on the operational performance measure that was viewed as having the closest link to customer satisfaction. Another portion of the 2019 AIP award opportunity was linked to United customer satisfaction based on survey results, with Committee discretion to also consider other factors, including third party surveys and rankings of customer satisfaction within the airline industry. The final portion of the 2019 AIP award was a new performance measure based on our monthly NPS results as reflected in internal surveys. Management and the Committee are appropriate measuresenthusiastic about the NPS performance metric, which provides focus on earning customer loyalty over time and goes beyond measuring a customer's satisfaction on a particular flight to measuring how customers feel about United. The individual performance modifier was retained in the 2019 AIP design to maintain emphasis on the performance contributions of success ineach individual. With respect to the 2019 long-term incentive program design, the Company retained focus on our business: annual pre-tax income, long-term pre-tax margin performance improvement relative to our industry peers. In 2019, the Committee specified that all 2019 long-term incentive awards, including both the performance-based and time-based awards, would be stock-settled.

          Certain 2019 Incentive Program and Company Highlights.    Below are highlights related to our incentive program design, Company performance, our efforts toward consistently delivering the high-quality travel experience our customers expect and achieving corporate social responsibility leadership.

•

Safety is United's top priority.  In all our planning and all our responses—whether related to COVID-19, the grounding of Boeing MAX aircraft, weather or the daily operation of each flight—safety is always our top priority. Every one of our employees is responsible for building and maintaining a culture of safety.

We proactively assess risks to our airline operations to enhance the safety of our employees, our customers and our aircraft. We fulfill our safety commitment through United's safety management system ("SMS"), which is a comprehensive, formalized approach to managing the safety of everyone at United. Every day, through our SMS, we seek to manage risk and achieve the highest level of safety performance throughout the Company. The SMS is a regulatory requirement that helps ensure we are safer by committing to safety standards, by communicating across divisions and departments, through hazard identification and mitigation, and by confirming that our mitigations are working properly. We also focus on measuring our safety record across numerous metrics.

•

2019 Profit Sharing.   Substantially all our employees participated in profit sharing plans in 2019 and profit sharing was on average more than45% higher per participating employee compared to 2018. The Company recorded profit sharing and related payroll tax expense of $491 million for 2019, compared to $334 million for 2018. Profit sharing percentages can range from 5% to 20% of pre-tax income (as adjusted) depending on the work group, and whether performance is above or below certain pre-tax margin thresholds. The percentages applicable to our represented workforce are negotiated in each respective collective bargaining agreement. Our employees who participate in an annual performance bonus program, including our named executive officers, are not eligible to receive profit sharing.



•

Financial Performance.Our 2019 pre-tax income was $3.91 billion and we achieved pre-tax income of $3.94 billion⁽³⁾ as measured under the AIP and adjusted for special charges and the fuel adjustment. The pre-tax income financial metric represented60% of the total target opportunity under the 2019 AIP. The $3.94 billion adjusted pre-tax income level represents performance at approximately126% of the target level under our 2019 AIP for the financial component of the awards.

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⁽³⁾  See Appendix A for a reconciliation of pre-tax income as measured for purposes of the 2019 AIP to GAAP pre-tax income.

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Our revenue for 2019 increased $2.0 billion year-over-year due to a 3.5% growth in available seat miles and an increase in passenger revenue per available seat mile of 1.5% in 2019 as compared to 2018.

•

Operational Performance.  Our operational performance for 2019 was measured based on the number of months that the Company achieved#1 D:00 performance as measured system-wide against industry peers ROIC,(American, Delta and Southwest). This system-wide performance measure represented15% of the total target opportunity under the 2019 AIP. The metric was selected because D:00 results are strongly correlated to customer satisfaction.No amount was earned with respect to this portion of the 2019 AIP opportunity.

In 2019, we achieved #1 D:00 at all our hubs in Chicago, Denver and Los Angeles. We are proud of our 2019 operational results when compared to competitors by location. Based on inherent limitations of performance comparisons based on relative system-wide D:00 results, the Company's 2020 AIP awards will measure D:00 performance on a location basis, which was designed so that the relative performance comparison would reward success in responding to location specific challenges, such as local airport capacity limitations, infrastructure, the air traffic control environment and weather events.

In 2019, we flew the most revenue passengers in Company history and we set a Company record for the most mainline departures, with more than 800,000.

•

Customer Satisfaction Surveys.  A direct measure of customer satisfaction, measured by results on internal customer surveys as compared to monthly goals, was included in the 2019 AIP design and represented15% of the total target opportunity. In addition to the survey results, the Committee had discretion to consider results from external surveys covering the airline industry. Based on the internal survey results, the Company achieved performance between the entry and target level for this portion of the awards (62.5% of the target level).



•

Net Promoter Scores.  The 2019 AIP awards included a new measure of customer satisfaction based on NPS results. This metric represented10% of the total target opportunity. Our NPS results are calculated as the percentage of survey promoters minus the percentage of survey detractors in response to the survey question "How likely are you to recommend United to others?" In addition to the NPS survey results, the Committee had discretion to consider internal and external factors deemed appropriate by the Committee. Following review of the Company's strong improvement in NPS results, the Committee determined that the Company had achieved the stretch level of performance under the 2019 AIP awards with respect to this metric.



•

Individual Performance.  The 2019 AIP structure included an individual performance modifier to permit the Committee to adjust the award payment based on individual performance considerations. This feature permits the Committee to exercise discretion to reduce the payment by up to 100% or increase the payment by up to 50%, provided that the maximum payout under the 2019 AIP is limited to 200% of target. The results of this assessment are described in "2019 Annual Incentive Awards—2019 Performance Results."



•

Pre-Tax Margin.  Our long-term incentive compensation program awards for the 2017-2019 performance period included performance-based restricted stock unit ("Performance-Based RSU") awards that measured and rewarded performance based on our progress towardclosing the pre-tax margin gap versus our industry peers (American, Delta, Southwest, JetBlue, and Alaska). For the 2017-2019 performance period, our relative adjusted pre-tax margin (as compared to 2016) exceeded the industry peer group average by 154 basis points representing performance at approximately 108% of the target level.

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Stock Price / Ownership.  Our long-term incentive compensation awards granted in 2019 are linked to our stock price performance through potential share price appreciation. The Company's 2019 officer long-term incentives are equally divided between Performance-Based RSU awards and time-vested restricted stock units ("RSUs"). All our long-term incentives havethree-year performance or three-year time-based vesting periods. Beginning with grants made in 2019, our Performance-Based RSU awards will besettled in stock. The time-vested awards are also stock-settled. All Company officers are subject to share ownership guidelines based on a multiple of base salary.



•

core4 decision Framework / Customer Initiatives.  Throughout everything we do, we continue our focus on our core4 decision framework. Our core4, which was developed in partnership with our frontline employees, provides our employees with the tools and support they need toprovide our customers with the best possible travel experience throughout their journey on United.

In 2019, the Company continued its commitment to its customers, looking at every aspect of our business to ensure that we keep customers' best interests at the heart of our service. During 2019, we hosted all 25,000 of our Flight Attendants at a two-day "Backstage" event where we shared customer satisfaction.insights and Company strategy. Other 2019 customer initiatives included successful implementation of our ConnectionSaver tool, which improves the travel experience for customers with connecting flights, expanded on-board travel amenities, and positive changes to our MileagePlus rewards program.

•

Social Responsibility.  We proactively seek to do our best as a corporate citizen and as leaders in the communities we serve and with respect to the environment. We focus on treating everyone with dignity and respect, giving back to communities through both direct contributions and by providing others with opportunities to participate in sharing, and investing in environmental initiatives, including through the development of sustainable aviation fuels and other decarbonization technologies.

          Consideration of Prior Say-on-Pay Vote.    A key objective of our executive compensation programprograms is linking the interests of our executives with the interests of our stockholders, and we place emphasis on maintaining an executive compensation programprograms that addresses and satisfiesaddress the key concerns of our stockholders. Our "say-on-pay" proposal received approximately 98%96% approval from our stockholders at our 20152019 annual stockholder meeting.meeting of stockholders. The Committee considers this voting result to be a strong

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an endorsement of our executive pay programs and has not made any changes to the executive compensation program based onprograms directly in response to the results of the 20152019 say-on-pay vote. The

          Exequity provides the Committee considers stockholder interests and concerns relating to executive pay as it designs ourwith regular updates on trends in executive compensation program and implements specific compensation elements that represent what it believes to be best practices.matters. The Compensation Committee will continue to consider emerging compensation practices and stockholder feedback, including say-on-pay voting results, as part of its decision-making process.

Tight Linkage between Performance and Executive Pay

Tight Linkage between Performance and Executive Pay

          The compensation opportunities of our executives are directly tied to the performance of the Company as outlined below. The charts below show the allocation of2019 targeted pay across base salary, annual incentives, and long-term incentives as approved (i) for Mr. Munoz pursuant to his employment agreement, (ii) for Mr. Smisek with respect to his 2015 targeted compensation level (which were unchanged from 2014 levels), and (iii) for the remainingother named executive officers with respect to their 2015 targeted compensation levels. For Mr. Munoz, the chart below includes the 2016 targeted pay, as reflected in his employment agreement, and excludes the one-time sign-on bonus and initial equity grant, as discussed below.officers. As reflected in the charts below, the percentages of our named executive officers' target annual compensation represented by annual and long-term incentives that are linked to Company performance and stock price are as follows:approximately 91% for Mr. Munoz; 93% for Mr. Smisek;Munoz and an average of approximately 77%85% for our remainingother named executive officers.

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*

This chart represents thetarget annual compensation level for Mr. Munoz as reflected under the terms of his employment agreement. Mr. Munoz did not receive any 2015 annual or long-term incentive awards. In addition to annual and long-term incentive levels, the agreement provides Mr. Munoz a one-time sign-on cash payment of $5.2 million and an initial equity award (granted in 2016) with a grant date value of $6.8 million. The sign-on bonus and initial equity award are not included in the compensation pie chart because they represent special one-time awards made in consideration of his commencement of employment and in part to compensate him for incentive and equity compensation forfeited and prospective compensation opportunities at his prior employer. The sign-on cash payment is included in the Bonus column of the 2015 Summary

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CEO 2019 Target Compensation Table and is subject to repayment if Mr. Munoz is terminated for cause or resigns without good reason prior to the one-year anniversary of his commencement date.

Chart





Other NEO's 2019 Target Compensation Chart *




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This chart includes compensation forexcludes the special premium-priced stock option award (with an exercise price that is 25% higher than the closing price of Common Stock on the date of grant) granted to Mr. B. HartKirby in his role as Executive Vice President and General Counsel. Although Mr. B. Hart served as acting CEO during 2015, his 2015 targeted compensation was established by the Committee with respect to his role as Executive Vice President and General Counsel. InDecember 2019 in connection with Mr. B. Hart's appointmenthis announced transition to serve as acting CEO and Mr. Laderman's appointment to serve as acting CFO,following the Committee approved additional cash payments of $100,000 per month and $40,000 per month, respectively, for the duration of their service in such roles. These special monthly stipends are not included in the compensation pie charts because they represent special assignment compensation expected to be ofAnnual Meeting.

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a limited duration. The 2015 special monthly stipends for Messrs. B. Hart and Laderman are included in the Bonus column of the 2015 Summary Compensation Table.

          We believe that the charts above demonstrate our pay-for-performance philosophy, as a significant portion of the targeted 2019 compensation opportunities for our executives are in the form of variable pay that is directly tiedlinked to Company performance.performance over time. Specifically:

•

Long-term incentive compensation continues to represent the single largest component of our named executive officers' targeted pay,target compensation, representing approximately 74% of the approved annual2019 target compensation package for Mr. Munoz approximately 82% of total targeted pay for Mr. Smisek, and an average of approximately 50%68% of total targeted pay2019 target compensation for our other named executive officers.

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•

Our 20152019 incentive awards are directly tied to Company performance metrics that we believe are appropriate measures of our success and that will lead to success for our airline as well as value for our stockholders: annual pre-tax income, ROIC, long-term pre-tax marginstockholders. See "—Our 2019 Executive Compensation Governance Practices—Multiple performance improvement (measured on a relative basis versus our industry peers), stock price performance, and customer satisfaction. Undermetrics aimed at stockholder value" in the terms of his employment agreement, Mr. Munoz will commence participation in our incentive compensation programs in 2016.following section.



•

We balanceAll our 2019 long-term incentive awards will be settled in stock further linking our executives' pay with the interests of our stockholders.



•

The 2019 long-term incentive structure is equally divided between the pre-tax margin Performance-Based RSU awards and time-vested RSU awards, which providesstability and retentive features to the compensation program while also delivering a significant portion of compensation in the form ofat-risk compensation as the value of both awards fluctuates based on the Company's stock price performance and the value of the Performance-Based RSUs depends on the Company's performance against the pre-established goals.



•

Our 2019 incentive design balances absolute financial goals in our AIP with a relative performancefinancial goal that in our long-term incentive program. Our 2019 Performance-Based RSU award measures our improvement in long-term pre-tax margin performance as compared to our industry peers. This structure is designed to motivate a focus on performance versus our financial plan and as compared to our peers.



•

Two-thirds of our three-prong long-term incentive structure is delivered in the form of performance-based awards linked to absolute and relative financial metrics.



•

In 2015, the Committee approved the grant of our long-term relative performance awards in the form of cash-settled Performance-Based RSUs. In prior years, the long-term relative performance awards were granted as cash based awards, which were not linked to our Common Stock. As a result of this change from a purely cash-based award to cash-settled Performance-Based RSUs, all of the targeted value of our 2015 long-term incentive awards is tied to our stock price performance, which links executives' pay directly to the creation of value for our stockholders.

Our Executive Compensation Governance Practices

Our 2019 Executive Compensation Governance Practices

          Our 2019 executive compensation policies and practices include the following features, which we believe illustrate our commitment to corporate governance "best practices" and the program principles stated above:

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Multiple performance metrics aimed at stockholder value.  We utilize multiple performance metrics (pre-tax income, customer satisfaction, ROIC, relative pre-tax margin, and stock price) to motivate and reward achievements that we believe are complementary of one another and that contribute to the long-term creation of stockholder value.value, including:



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annual pre-tax income, as measured under our AIP;



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operational performance, as measured in 2019 by our monthly D:00 performance versus industry peers, which was utilized because our on-time departure results are strongly correlated to the satisfaction of our customers;



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customer satisfaction results, as measured by our internal CSAT surveys and subject to Committee discretion to evaluate CSAT based on other factors, including consideration of third-party surveys and rankings related to CSAT and other related standards in the airline industry;



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our NPS results, as measured by our internal surveys and subject to Committee discretion, which is a new program metric in 2019 that was selected to provide focus on earning customer loyalty over time;



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long-term relative pre-tax margin improvement; and



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stock price performance, as the payouts of our 2019 long-term incentive awards are in stock.



•

Focus on both relative and absolute performance goals.  We utilize performance measures that emphasize both relative andUse of absolute performance goals includingbalanced with consideration of relative pre-tax margin (which measures Company performance against peers and use of overlapping performance periods in comparison to an industry peer group), pre-tax income, ROIC, customer satisfaction, and stock price, which provide the primary links betweenlong-term incentive compensation and the Company's business strategy and financial results.

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Pay is targeted with reference to peer group median levels.



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Balanced peer group companies.  We have maintainedFor 2019 compensation decisions, the Committee retained the same standards for our peer group since it was establishedused for compensation benchmarking in 2011 following the Merger.prior year. Our peer group for compensation benchmarking

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purposes was carefully selected to include well-run companies in general industry, with a primary focus on airlines, customer service-oriented companies in the travel industry, aerospace and transportation companies; companies of similar revenue size (i.e., 0.5-2.0 times UAL'sthe Company's revenue); and the largest U.S.-based airlines (regardless of revenue range).

We have maintained these same standards for our peer group since 2011. In addition, we consider the compensation practices at our primary airline competitors (American, Delta and Southwest), which companies are included in our benchmarking peer group. See "Compensation Process and Oversight—Benchmarking."



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"Double-triggers" on change in control.  AllOur long-term incentivesincentive awards have "double-trigger" accelerated vesting provisions. A "double-trigger" means that acceleration of vesting requires two events: first, the transaction that represents thea change in control,control; and second, a qualified termination of service, such as an involuntary termination without "cause."



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No change in control tax indemnity.  Company policy prohibits excise tax indemnity for pay related to change in control transactions.



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Stock ownership guidelines.  Our named executive officers and other officers are subject to stock ownership guidelines based on a multiple of base salary (CEO—5xas follows:



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CEO—6x base salary; EVP—



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President—4x base salary;



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Executive Vice President ("EVP")—3x base salary;



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Senior Vice President ("SVP")—2x base salary; SVP—1x base salary).and



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Vice President ("VP")—1x base salary.

A newly hired or promoted officer has five years to achieve the stock ownership targets set forth in the guidelines.

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Prohibition on pledging and hedging.  We maintain a securities trading policy, which prohibits pledging and hedging Company securities by our officers and directors. See "Corporate Governance—Prohibition on Pledging and Hedging" for additional information on this policy.



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"Claw-back" provision.provisions.  OurWe have a claw-back policy that provides the Committee with discretion to require the return, repayment or forfeiture of any annual or long-term incentive compensation payment or award to a covered executive if the Committee determines that the executive engaged in misconduct that resulted in a material violation of (i) federal or state law that caused a material adverse impact to the Company's financial statements or reputation or (ii) the Company's Code of Ethics and Business Conduct that caused a material adverse impact to the Company's financial statements or reputation. All our NEOs are covered by the claw-back policy, which has a three-year look back period from the time of a triggering event. In addition, our programs include claw-back provisions requiring the return of incentive payments in certain financial restatement situations.



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Profit sharing hurdle.  No annual incentives are paid to officers unless otherour frontline employees receive a profit-sharing payment for the year.



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Risk mitigation.  Our executive pay program hasprograms have been designed with features to mitigate against the riskdiscourage excessive risk-taking by our executives.

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Standardized severance policies.  We maintain standardized severance policiesbenefits for our officers, other thanofficers. These benefits are set forth in severance plans applicable by officer level or, in the CEO. We previously eliminatedcase of our CEO, through his employment agreements for all officers other than our CEO.agreement.



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Annual say-on-pay vote.  We have adopted an annual policy for our say-on-pay vote as recommended by our stockholders at our 20112017 annual meeting.



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Communication with investors.  We regularly communicate with the investment community regarding our long-term strategy and relative to our operating, financial and customer satisfaction goals. Management and the Board strive to provide our investors with relevant and reliable information to provide transparency regarding our financial performance that is linked to our incentive awards, particularly the linkage between our compensation program and our ROIC.projections.



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Independent Compensation Committee.  The Compensation Committee is comprised solely of independent directors and considers and approves all compensation for our Section 16 reporting officers.



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Independent Compensation Consultant.  The Compensation Committee has retained an independent compensation consultant, who provides services directly to the Compensation Committee, and has adopted an "Independent Executive Compensation Consultant Conflict of Interest Policy," compliance with which is regularly monitored by the Compensation Committee.

Philosophy and Objectives of Our Executive Compensation Program for 2015

Philosophy and Objectives of Our 2019 Executive Compensation Program

          Aligning the interests of our stockholders and executives.officers.    Our 2015The elements of our 2019 executive compensation program elements were designed to be aligned with the interests of our stockholders by linking our incentive compensation performance metrics to the following key indicators of the Company'sfinancial performance: annualperformance, including our adjusted pre-tax income;income (60% of the total target opportunity of our 2019 AIP awards) and our long-term pre-tax margin performance improvement relative to our industry peers; and our level of ROIC achievement. All of the valuepeers (50% of our 20152019 long-term incentive awards). Other metrics in the incentive program are linked tocustomer satisfaction, which we believe drives shareholder value over the long-term. All our 2019 long-term incentive awards isare in the form of either Performance-Based RSUs or restricted share awards,time-based RSUs, both of which were structured as stock-settled awards and provide a direct link to our stock value.

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          Furthermore, we believe that our executivesofficers should have a meaningful financial stake in our long-term success. As described in greater detail below, the Compensation Committee adoptedOur stock ownership guidelines in 2011 that require covered executive officers, including the named executiveeach of our officers to maintain a stakehold stock in the long-term successCompany that is based on a multiple of our business.the officer's base salary. We also have a claw-back policy that provides for recoupment of incentive compensation in specified circumstances. See "Other Executive Compensation Matters—Stock Ownership Guidelines" and "—Recoupment of Earned Awards/"Claw-back" Policy." In addition, the Company's Securities Trading Policy prohibits speculative and derivative trading and short selling with respect to our securities by all officers. The policy further prohibits pledging Company securities and hedging transactions with respect to Company securities. We believe these requirements, coupled with our long-term incentive program, effectively align the interests of our executivesofficers with those of our stockholders and motivate the creation of long-term stockholder value.

          Our broad-based employee incentive opportunities also are designed to further our objective of aligning the interests of our employees with those of our stockholders and customers. Our profit sharing plans provide eligible employees with incentives that are aligned with the interests of our stockholders through payout opportunities based on our annual pre-tax profit. The Company also rewards employees with an on-time arrivalAs noted further below, our annual incentive program, a perfect attendance program, and incentivesawards to officers reward results linked to the operational performance measure that is a leading indicator of customer satisfaction survey results. The 2015 Annual Incentive Program awards to executives also set 20% of the target opportunityand provide incentives based on improvement indirect surveys of customer satisfaction surveyand net promoter scores. Eligible employees are also rewarded with incentives based on operational performance and direct customer satisfaction measures.We believe that these programs ensure a focus on operational performance that aligns employee pay with customer satisfaction, enhances our product, and ultimately drives financial performance.

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          Linking executive pay to performance.    The 2015 awards to our executives are directly tied to the financial performance metrics that we believe are appropriate measures of success in our business: annual pre-tax income; long-term pre-tax margin performance improvement relative to our industry peers; and our absolute ROIC performance. In addition, all of the targeted value of our 2015 long-term incentive awards is tied to our stock price performance. We believe our compensation programs create strong incentives to align our executives'management's performance to the successful execution of our strategic plan as well as longer term shareholderstockholder value creation. As in prior years, adjusted pre-tax income represented the largest percentage of the 2019 AIP opportunity (60% of the target opportunity). The 2019 AIP awards also utilized three other performance measures, each of which is directly or indirectly linked to the satisfaction of our customers throughout their travel experience with United: operational performance based on our monthly D:00 performance relative to industry peers (15% of the target opportunity); United customer survey results (15% of the target opportunity); and NPS survey results (10% of the target opportunity). The 2019 long-term incentive structure is equally divided between relative pre-tax margin performance-based awards and time-vested awards. The 2019 performance-based awards are tied to our pre-tax margin performance improvement measured on a relative basis versus our industry peers. Our long-term incentive design includes stability and retentive features provided by the time-vested awards while delivering a significant portion of the target value in the form of at-risk compensation. All the 2019 long-term incentive awards will be settled in Common Stock.

          Attracting, retaining and appropriately rewarding our executivesmanagement in line with market practices.    We seek to continue to attract world-class executives and to retain our existing executives primarily by setting our compensation and benefits at competitive levels relative to companies of similar size, scope and complexity. Because we believe that our senior executives havemanagement team has skills that are transferrable across industries, and because we recruit for talent both within the airline industry and also from a broad spectrum of leading businesses, we compare the overall compensation levels of our executivesofficers with the compensation provided to executivesofficers of a benchmarking peer group, as discussed in further detail in "Compensation Process and Oversight—Benchmarking" below. Compensation decisions are also considered and balanced in light of an executive's responsibility level withinlevels and value added to the organization. In prior years, including 2015,

          The Committee places a strong emphasis on reviewing and, as appropriate, adjusting executive officer compensation packages based on market conditions and other factors specific to the individual. Internal pay parity also continues to be an important factor in setting officer compensation, particularly incentive target percentage opportunity levels. The 2019 AIP awards include an individual performance modifier to allow the Committee has emphasized a concern for internal pay equity.to provide greater rewards and accountability based on individual performance. Compensation and promotion opportunities also take into account each executive'sindividual's unique skills and capabilities, long-term leadership potential, performance and historic pay levels, and the overall scope of responsibilities.

Compensation Process and Oversight

          The Committee maintains a chart of work that outlines the executive's responsibilities. With regardannual calendar of activities to Mr. Munoz, consideration included his compensation at his prior employer, including forfeited compensation. In response to encouragement from Mr. Munoz,implement the Committee's responsibilities set forth in the Committee is evaluating methods for providing greater reward opportunitycharter. The Committee executes its responsibilities, including actions related to compensation of the named executive officers, with guidance from an independent compensation consultant and accountability based on individualanalysis and support provided by management. The narrative below describes the processes related to executive compensation matters.The Committee makes all final decisions regarding the executive compensation program design, performance goals, and contributions tothe compensation levels of the Company's success.

Compensation Processexecutive officers following its review and Oversightconsideration of all recommendations and data it deems appropriate.

          Independent Compensation Committee Role and Management Participation in Setting Executive Compensation.Consultant.    Except as noted below regarding Mr. Laderman, all 2015During 2019, final executive compensation decisions with respect to the named executive officers including final decisions regarding performance goals, salary levels and annual incentive award opportunity levels, were made by the Compensation Committee with input from Exequity, the Committee's independent compensation consultant. In 2015, Exequity assisted the Committee in reviewing the CEO compensation package for Mr. Munoz and the compensation for

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Messrs. B. Hart and Laderman in their roles as acting CEO and acting CFO, respectively. This review included consideration of Mr. Munoz's compensation at his prior employer, including forfeited compensation and prospective compensation opportunities, and benchmark comparisons related to the Company's peer group. Prior to Mr. Laderman's assumption of the acting CFO role, his 2015 salary level was established and his 2015 incentive awards were granted by Mr. Smisek in his role as the CEO-administrator under the Company's officer incentive programs for persons who are not subject to Section 16 reporting.

Exequity provides the Compensation Committee with background materials, including preparation of the benchmarking study described below, and participates in Committee meetings to support the Committee's executive compensation decision-making process and to respond to questions. Exequity also assists the Committee in performing an annual compensation risk assessment of the Company's compensation programs. The Compensation Committee retained Exequity as its independent compensation consultant in October 2010. Exequity reports directly to the Committee, and the Committee has the sole authority to retain and terminate Exequity and to review and approve Exequity's fees and other retention terms. The Committee has adopted an "Independent Executive Compensation Consultant Conflict

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of Interest Policy" pursuant to which Exequity is required to provide the Committee with regular reports on any work that it performs for the Company. During 2015,2019, Exequity did not perform any work on behalf of the Company other than the executive compensation services provided to the Committee and Boarddirector compensation servicesadvice provided to the Nominating/Governance Committee. For additional information concerning the Compensation Committee, including its authority and the independent compensation consultant policy, see "Committees"Corporate Governance—Committees of the Board—Compensation Committee" above.

The Committee also receiveshas assessed the independence of Exequity pursuant to SEC rules and concluded that Exequity's work for the Committee does not raise any conflicts of interest.

          Management Analysis and Support.    The CEO attends Committee meetings and provides input to the Committee with respect to compensation of the management team other than himself, including input and recommendations regarding annual executive compensation decisions from management.individual performance assessments with respect to payments under the AIP. The Company's Executive Vice President, Human Resources & Labor Relations and members of histhe human resources team prepare background and supporting materials for Committee meetings. The CEO attends Compensation Committee meetings andAs appropriate, the Committee solicits input from the CEO with respect to compensation of the management team other than the CEO. The CFO and other members of the Company's financial planning and analysis groupmanagement team participate in discussions with the Committee relating to the Company's financial plan, customer centricity initiatives and results, operational performance, strategic initiatives, and proposed performance goals under the executive compensation program, and membersprogram. Members of the Company's internal audit group provide special reports to the Committee outlining the review of procedures and calculations relating to the degree of achievement of performance goals and payout of incentives.incentives for completed performance periods. Management's annual planning process involves preparation of annual financial forecasts, capital expenditure budgets, and the Company's annual business plan. Based on the Company's 20152019 planning process and the financial budget approved by the Board, management developed and proposed performance targets under the 20152019 incentive compensation programs. TheseExequity reviewed these proposals were evaluated by Exequity, in light of compensation trends, benchmarking and compensation risk factors. factors and provided guidance to the Committee.The Committee establishedmade all final decisions regarding the 2019 executive compensation program design, performance goals, and the compensation arrangementslevels of the Company's executive officers, including base salary and incentive award opportunities, following its review and consideration of all recommendations and data it deemed appropriate. The Committee regularly holds executive sessions to discuss executive compensation practices without members of management present.

          Benchmarking.    We recruit and we compete to retain executives not only from within the airline industry, but also from across a broad spectrum of leading businesses. In makingpreparation for the Committee's annual compensation decisions, we examine the practicesdecision process, Exequity conducts an analysis of United's compensation levels in comparison to pay levels among companies in a general comparatorcustom peer group that is representativeto help identify the competitive positioning of the size (in revenue), scopeUnited's executive pay. The analysis covers United's Section 16 reporting officers and complexity of the Company's global business operations,compares United's positions to peer company benchmarks in terms of: base pay; target annual bonus opportunity; target total cash (base pay plus target annual incentive); long-term incentives; and that includes the largest U.S.-based airline companies (regardless of revenue range)target total direct compensation (target cash plus long-term incentives).

          The Committee believes that the airline industry does not have enough relevant industrysize-relevant peers given UAL's current size, to establishidentify reliable ranges of competitive market pay for our top executive talent. Accordingly, our benchmarking peer group represents a cross sectioncross-section of the relevant airline

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peers and comparably sized companies in general industry that the Committee believes are representative of the competitive talent market.market for United. Where relevant and reliable pay information is available from operationally comparable airline companies beyond the primary airline peers included in the overall peer group, we reference that information in addition to the pay information for the full peer set. The following primary factors are considered in identifying the most appropriate peer companies that are size-relevant (generally 0.5x-2.0x the Company's revenue) for compensation benchmarking purposes: the labor market for United's executive talent, including a focus on geographic proximity; well-run companies in general industry, with a primary focus on airlines, aerospace and transportation companies; companies of similar revenue size (i.e., 0.5-2.0 times the Company's revenues); talent competitors within the Company's geography; and the largest U.S.-based airlines (regardless of revenue range).that are the most relevant competitors for executive talent (American, Delta, and Southwest), other transportation companies, non-airline travel companies with a customer-centric dynamic, and aerospace and defense companies. Using these factors as a guide, no changes were made to the composition of the benchmarking peer group was reviewed and unchanged for 20152019 compensation decisions, except to be updated to reflect the merger of AMR Corporation and US Airways to create American Airlines Group.decisions. The competitive

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benchmarking analysis presented to the Committee in December 2014,2018, in advance of the February and March 20152019 compensation decisions, included the 2117 comparator companies noted below.

• 3M Company		• Illinois Tool Works Inc.General Dynamics Corporation
• AlcoaAmerican Airlines Group Inc.		• Johnson Controls,Honeywell International Inc.
• American Airlines Group Inc.The Boeing Company		• Lockheed Martin CorporationMarriott International,  Inc.
• The Boeing CompanyCarnival Corporation		• McDonald'sNorthrop Grumman Corporation
• Caterpillar Inc.		• Northrop Grumman CorporationRaytheon Company
• Cummins Inc.		• Raytheon CompanySouthwest Airlines Co.
• Deere & Company		• Southwest Airlines Co.Union Pacific Corporation
• Delta Air Lines,  Inc.		• Union Pacific CorporationUnited Parcel Service,  Inc.
• FedEx Corporation		• United Parcel Service, Inc.
• General Dynamics Corporation		• United Technologies Corporation
• Honeywell International Inc.

          CompensationExequity utilized two pay data was obtainedsources to determine the competitive position of United's pay relative to the peer group: (i) publicly disclosed pay information from the thenpeer companies' most recent proxy statements of our peer group companies (in most cases, the 20142018 proxy statement, reflecting 20132017 pay data). was used for pay comparisons involving the named executive officers and (ii) private survey compensation data was used for positions below the named executive officer level. In this proxy review, the 17 companies in the peer group had median annual revenue of approximately $37.3$31.0 billion and the Company's 2014 annual revenue at the time of the review was estimated at approximately $38.9 billion.$41.2 billion, which ranked at the 68th percentile relative to the peer group. The fact that United's revenue base was above the median was balanced by its position at the low-end of the group's market capitalization. The Committee considers the comparisons of the named executive officers' pay against publicly disclosed pay data from the peers on both a size-adjusted basis (derived by regressing peer group compensation against revenue size at United's estimated revenue) and without size adjustment. The private survey benchmarking review also considered information from Equilar'sExecutive Compensation Survey, which provides information for top executive roles at each of the participating peer companies. Within theUnited's peer group, 1311 of the 2117 peer companies participated in the Equilar survey, with median annual revenue of approximately $39$28.4 billion. As an additional point of reference for all executives, size-adjusted medians, as well as medians without size adjustment, for companies in general industry were also provided to the Committee based on survey data from Willis Towers Watson's2018 General Industry Executive Compensation Survey-U.S.

          We compare total compensation opportunities for our executives to the market median (50^th percentile) of our peer group. The Committee references both the size-adjusted median pay levels among the peers and the raw medians. The size-adjusted medians are derived by regressing peer group compensation based on revenue size relative to United's estimated revenue at the time of the December 2018 review to ensure that the peer pay levels are appropriately indexed to United in terms of relative revenue. Total target compensation for our benchmarking purposes means the sum of base salary, annual cash incentive target, and long-term incentive targets.targeted grant values. In addition, multi-year and special awards are annualized for the Company's executives and for executives of the peer companies. As is customary in these types of pay studies, retirement benefits were not included in the benchmark comparison. The Exequity benchmarking process compares the Company's executive pay by position in comparison to the most similarly situated executive roles among the peer organizations. Data availability is greater for the CEO and CFO positions, and pay comparisons for these roles were made solely against the CEO and CFO positions among the peer companies. For proxynamed executive officers without a direct benchmark role comparison, Exequity considered matching roles based on pay rank within the proxy and with reference to other officer positions to extrapolate pay trajectories across roles. The pay study review with the Committee includes specific discussion and consideration of the compensation packages provided at the airline peers, with primary focus on the size-relevant airlines (Delta and American).

          The compensation information for our peer group is one factor utilized in setting total compensation for our executives.The Committee balances the benchmarking results with additional factors, such as each executive's experience, knowledge, skills, roles, and contributions to the Company, as well as consideration for internal pay parity of compensation among our executives. In selected cases in which relevant pay information for a specific role is available from our primary airline peers (Delta and American), we reference

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that data as a supplemental benchmarking input, in addition to the combined data from the full peer set. The Compensation Committee reviews all of these relevant factors but does not apply a specific weighting to the various factors. DevelopmentIn addition, in the case of the Company's current compensation program involved a convergence of the pay structures in place atexecutives who are recruited to join the Company, and Continental prior to the Merger. The current compensation structure was implemented post-Merger in 2011 and continued substantially the same through 2015. Based on the benchmarking results and with guidance from Exequity, the Committee made adjustments

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in the 2015 pay allocation by shifting a portion of the total target opportunity from the annual incentive to the long-term incentive opportunity.top caliber executives.

          Tally Sheets.    Comprehensive tally sheets covering each of the Company's Section 16 reporting officers are provided to the Committee annually in advance of the meeting at which incentive compensation performance targets and award level opportunities are set and at which compensation levels and annual incentive awards are considered and decisions are made. The tally sheets provide a summary for each executive of total targeted and actual compensation levels over a multi-year period, an accumulated summary of outstanding awards, and estimated total payments under alternative separation scenarios. These tally sheets allow the Committee to make prospective pay decisions that are informed by compensation opportunities and earnings for past periods. The February 2015 tally sheet review included Messrs. B. Hart, Compton, G. Hart, Bonds, Smisek, and Rainey.

Our 2015 Executive Compensation Program

2019 Compensation Components

          The following discussion describes our 2015 compensation elementssection and decisions related to our "named executive officers" or "NEOs." Our 2015 named executive officers consist of:

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Oscar Munoz, President and Chief Executive Officer



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Brett J. Hart, Acting Chief Executive Officer (Executive Vice President and General Counsel)



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Gerald Laderman, Senior Vice President—Finance and Acting Chief Financial Officer



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James E. Compton, Vice Chairman and Chief Revenue Officer



•

Gregory L. Hart, Executive Vice President and Chief Operations Officer



•

Michael P. Bonds, Executive Vice President, Human Resources and Labor Relations



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Jeffery A. Smisek, former Chairman of the Board, President and Chief Executive Officer



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John D. Rainey, former Executive Vice President and Chief Financial Officer

        The Company named Mr. Munoz as President and CEO effective September 8, 2015. On October 19, 2015, the Company announced that Mr. Munoz was taking a medical leave of absence. In connection with Mr. Munoz's leave of absence, on October 19, 2015, the Board appointed Brett Hart as Acting Chief Executive Officer. On March 14, 2016, Mr. Munoz returned to his role as President and CEO on a full-time basis and Mr. Hart resumed his position as Executive Vice President and General Counsel. Mr. Laderman was appointed Senior Vice President—Finance and Acting Chief Financial Officer effective August 3, 2015 in connection with the resignation on July 30, 2015 of Mr. Rainey, the Company's former Executive Vice President and Chief Financial Officer. Mr. Smisek stepped down from his roles as Chairman, President and CEO effective September 8, 2015.

2015 Key Compensation Components

        The table below summarizessummarize the key components of our 20152019 executive compensation program,programs and detailedspecial arrangements related to the CEO transition announced in December 2019. Detailed descriptions of thesethe key compensation components appear below the table.table and a discussion of the transition arrangements follows the discussion of the 2019 key compensation components.

Key Annual Compensation Components

          2019 NEO Compensation Levels.    The 20152019 salary and incentive compensation award levels were considered and approved by the Compensation Committee through the compensation process described above and with reference to the benchmarking data prepared by and reviewed with Exequity. The salary, compensation opportunities, and employment terms and conditions for Mr. Munoz as reflectedExequity in his employment agreement were considered and approved through the compensation process described above andDecember 2018, with reference to peer compensation levels at American and Delta, and in consideration of internal pay parity. In February 2019, the benchmarking data described above, reflecting medianCommittee made changes to the annual total target compensation levels for each of the named executive officers as compared to their compensation levels in effect at year-end 2018. The 2019 changes were made through an increase in the target long-term incentive opportunity for each of the NEOs and, solely with respect to Mr. Laderman, an increase in base salary.

          With respect to Messrs. Munoz and Kirby, compensation levels have been set to be competitive with the market and the adjustment in the long-term incentive opportunity was designed to follow year-over-year movement in competitive executive pay among the peer companies,reference group and to better align the overall mix of pay among our NEOs. Messrs. G. Hart and B. Hart were noted as wellconsistently strong performers with demonstrated proficiency and cross-functional capability while their pay levels were noted to have been persistently below the peers. With respect to Mr. Laderman, the Committee recognized that his compensation was set below market median upon his election to the role of executive vice president with the opportunity to align his compensation with the median over a period of demonstrated performance. The2019 target compensation opportunities for the NEOs are summarized in the table below.

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2019 Target Compensation Levels

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Long-Term Incentive Program

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Name

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Salary($)

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Annual Incentive Program ($)(1)

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Time Vested RSUs ($)(2)

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Performance Based RSUs ($)

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Total Target Compensation ($)

Oscar Munoz

1,250,000

2,500,000

5,375,000

5,375,000

14,500,000

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J. Scott Kirby

875,000

1,093,750

3,062,500

3,062,500

8,093,750

(3)

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Gregory L. Hart

850,000

901,000

1,487,500

1,487,500

4,726,000

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Brett J. Hart

775,000

821,500

1,356,250

1,356,250

4,309,000

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Gerald Laderman

725,000

(4)

768,500

1,268,750

1,268,750

4,031,000

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(1)

AIP target opportunity levels are calculated as a percentage of base salary earned during the specific pay arrangements of chief executive officersyear as follows: Mr. Munoz—200%; Mr. Kirby—125%; and Messrs. G. Hart, B. Hart, and Laderman—106%.

(2)

The total target level of the most relevant airlines peers. In addition, the Compensation Committee considered Mr. Munoz's prospective compensation opportunities at his prior employer and his outstandinglong-term incentive awards that would be forfeited upon terminationrepresents a percentage of employmentbase salary as follows: Mr. Munoz—860%; Mr. Kirby—700%; and Messrs. G. Hart, B. Hart, and Laderman—350%.

(3)

Target compensation for Mr. Kirby excludes the special premium-priced stock option award granted in connection with his priorannounced transition to CEO following the Annual Meeting.

(4)

The annual salary level for Mr. Laderman reflects an increase of $25,000 compared to the level in effect at year-end 2018 and became effective April 1, 2019.

          The table below sets forth the key components of United's 2019 executive compensation programs as approved by the Committee in February 2019.

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​	​ ​	​ 2020 Proxy Statement	​ ​	​	​ ​	​ 49

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employer. Exequity assisted in the preparation and review of the compensation analysis, and provided advice in connection with the negotiations pertaining to potential replacement value of outstanding incentives and alignment of the annual pay package with peer practices.

        Mr. Munoz did not receive any incentive compensation awards in 2015, and the discussion below with respect to Mr. Munoz's 2015 compensation is limited to the compensation package as approved under his employment agreement. Prior to Mr. Laderman's assumption of the acting CFO role, his 2015 salary level was established and his 2015 incentive awards were granted by Mr. Smisek in his role as the CEO-administrator under the Company's compensation plans for persons who are not subject to Section 16 reporting.

        There was no change in the 2015 salary or total target incentive award levels for any of the continuing named executive officers as compared to the 2014 salary and total target incentive award levels. However, for 2015, the Committee approved a re-allocation of a portion of the total target level compensation opportunity for the named executive officers, other than Mr. Smisek, from the annual incentive opportunity to the long-term incentive opportunity to align more closely with market practices within our peer group. This shift was made after considering the benchmarking analysis discussed above, which indicated that the Company's total targeted compensation levels for the named executive officers were generally slightly below the 50^th percentile of the peer group but that a greater percentage of the named executive officers' total targeted incentives were being delivered in the form of targeted annual bonus opportunities and a lower percentage of the named executive officers' total targeted incentives were being delivered in the form of long-term incentives than was the case among the benchmarking peer companies. Mr. Smisek's 2015 compensation opportunity was evaluated with reference to the benchmarking review presented to the Committee in December 2014 in advance of the February and March 2015 compensation decisions. Mr. Smisek's compensation was set by reference to the median level of the peer group companies and the Committee determined that no changes were necessitated in his 2015 target compensation level or allocations in connection with such benchmarking review.

Compensation Component		Program Type		Performance Measure
Base Salary		• Fixed cash income stream throughout the year		—
Annual Incentive Awards		• Absolute performance		• Pre-tax income (80%)
		• Short-term cash award		• Customer satisfaction (20%)
Long-term Incentive Awards:
• Performance-Based RSUs—ROIC		• Absolute performance • 3-year cliff vesting • Stock price based • Cash settled		• ROIC • Stock price performance over time
• Performance-Based RSUs—Relative Pre-tax Margin		• Relative performance • 3-year cliff vesting • Stock price based • Cash settled		• Pre-tax margin improvement relative to industry peer group • Stock price performance over time
• Restricted Share Awards		• 3-year ratable vesting		• Stock price performance over time

          Base Salary.    The Compensation Committee sets baseBase salary levels are set in light of competitive practices among our peer companies of similar size and complexity,our primary airline peers, to reflect the responsibilities of each executive in the Company, in consideration of internal pay equity, and to balance fixed and variable compensation levels. The base salary level for Mr. Munoz was established with reference toAs discussed above, the foregoing and in consideration of his compensation and opportunities at his prior employer. Mr. Munoz's annual base

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salary as set forth in his employment agreement is $1,250,000. The 20152019 base salary levels for Messrs. Munoz, Kirby, G. Hart, and B. Hart remain unchanged from the remaininglevels in effect at year-end 2017. Mr. Laderman's salary level was increased in 2019 by $25,000 (effective April 1, 2019), as compared to the level in effect at year-end 2018, to better position Mr. Laderman's salary versus the benchmark CFO median. The 2019 annual base salary levels for the named executive officers were as follows: Mr. B. Hart—Munoz—$715,000;1,250,000; Mr. Laderman—$500,000; Mr. Compton—Kirby—$875,000; Mr. G. Hart—$850,000; Mr. Bonds—B. Hart—$650,000,775,000; Mr. Smisek—Laderman—$975,000; and Mr. Rainey—$850,000. These salary levels are unchanged from the 2014 levels and remain currently in effect for the continuing named executive officers.