Cover
Cover | 12 Months Ended |
Dec. 31, 2023 | |
Document Information [Line Items] | |
Document Type | PRE 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | AMERICAN AIRLINES GROUP INC. |
Entity Central Index Key | 0000006201 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure | ||||
Pay vs Performance Disclosure, Table | Pay Versus Performance In accordance with SEC rules, the table below sets forth additional information concerning the compensation of each individual who served as our Chief Executive Officer (“CEO”) and our other (“non-CEO”) The COVID-19 pandemic was the most challenging time in our industry’s history. It resulted in drastic disruptions in global demand for air travel and a severe decline in our business. Despite these challenges, we remained consistent in our approach and philosophy that our executive compensation programs provide both fair pay and pay-for-performance • Achieved record 2023 revenue of approximately $53 billion, an increase of more than $22 billion compared to 2021 • Reversed our GAAP pre-tax loss in 2021 of over $2.5 billion and produced GAAP pre-tax income of $186 million in 2022 and GAAP pre-tax income of more than $1.1 billion in 2023 • Excluding pre-tax (1) pre-tax pre-tax (1) See Appendix B for details on the components of pre-tax pre-tax non-GAAP Pay Versus Performance Table Value of Initial Fixed $100 Year Summary ($) (1) CAP: ($) (2) Summary ($) (1) CAP: ($) (2) Average Non-CEO (1) Average Non-CEO (2) AAG Total ($) (3) Peer Group ($) (3) Net ($) (in Adjusted Pre-Tax (4) 2023 31,438,162 33,817,502 - - 9,530,121 9,827,888 48.08 61.60 822 4.7 % 2022 4,886,649 3,507,095 6,537,694 3,881,181 3,400,714 2,422,634 44.52 48.04 127 0.9 % 2021 - - 7,238,011 8,128,613 3,892,813 4,197,060 62.85 74.23 (1,993 ) (23.2 %) 2020 - - 10,663,866 (614,164 ) 4,245,970 736,998 55.19 75.55 (8,885 ) (70.7 %) (1) Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for Messrs. Isom Year CEO Non-CEO 2023 Robert Isom Steve Johnson, Priya Aiyar, Devon May and Vasu Raja 2022 Robert Isom and Doug Parker Derek Kerr, Steve Johnson, Maya Leibman and David Seymour 2021 Doug Parker Robert Isom, Derek Kerr, Steve Johnson and Maya Leibman 2020 Doug Parker Robert Isom, Derek Kerr, Steve Johnson and Maya Leibman (2) Compensation Actually Paid (“CAP”) to Mr. Isom and the remaining NEOs for 2023 reflects the following adjustments from total compensation reported in the Summary Compensation Table: 2023 Adjustments Mr. Isom ($) Average Non-CEO Deduction for amounts reported under the “Stock Awards” column of Summary Compensation Table for Fiscal Year 2023 (“FY23”) (19,500,000 ) (3,895,000 ) Year-end 20,515,276 3,842,580 Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years 610,517 167,907 Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the FY23 based on change from Prior Year-end 753,546 182,279 Total Adjustments 2,379,339 297,766 Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined by reference to (1) for time-based RSU awards, the closing price of a share of our Common Stock on the applicable year-end year-end (3) Pursuant to the SEC rules, TSR reflects an initial investment of $100 on December 31, 2019, and that all dividends, if any, were reinvested. The Peer Group Total Stockholder Return represents the cumulative TSR of the ARCA Airline Index (the “Peer Group TSR”). (4) Adjusted pre-tax non-GAAP pre-tax non-GAAP | |||
Company Selected Measure Name | Adjusted Pre-Tax Margin | |||
Named Executive Officers, Footnote | (1) Amounts reported in these columns represent the total compensation as reported in the Summary Compensation Table for Messrs. Isom Year CEO Non-CEO 2023 Robert Isom Steve Johnson, Priya Aiyar, Devon May and Vasu Raja 2022 Robert Isom and Doug Parker Derek Kerr, Steve Johnson, Maya Leibman and David Seymour 2021 Doug Parker Robert Isom, Derek Kerr, Steve Johnson and Maya Leibman 2020 Doug Parker Robert Isom, Derek Kerr, Steve Johnson and Maya Leibman | |||
Peer Group Issuers, Footnote | Pursuant to the SEC rules, TSR reflects an initial investment of $100 on December 31, 2019, and that all dividends, if any, were reinvested. The Peer Group Total Stockholder Return represents the cumulative TSR of the ARCA Airline Index (the “Peer Group TSR”). | |||
Adjustment To PEO Compensation, Footnote | (2) Compensation Actually Paid (“CAP”) to Mr. Isom and the remaining NEOs for 2023 reflects the following adjustments from total compensation reported in the Summary Compensation Table: 2023 Adjustments Mr. Isom ($) Average Non-CEO Deduction for amounts reported under the “Stock Awards” column of Summary Compensation Table for Fiscal Year 2023 (“FY23”) (19,500,000 ) (3,895,000 ) Year-end 20,515,276 3,842,580 Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years 610,517 167,907 Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the FY23 based on change from Prior Year-end 753,546 182,279 Total Adjustments 2,379,339 297,766 | |||
Non-PEO NEO Average Total Compensation Amount | $ 9,530,121 | $ 3,400,714 | $ 3,892,813 | $ 4,245,970 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 9,827,888 | 2,422,634 | 4,197,060 | 736,998 |
Adjustment to Non-PEO NEO Compensation Footnote | (2) Compensation Actually Paid (“CAP”) to Mr. Isom and the remaining NEOs for 2023 reflects the following adjustments from total compensation reported in the Summary Compensation Table: 2023 Adjustments Mr. Isom ($) Average Non-CEO Deduction for amounts reported under the “Stock Awards” column of Summary Compensation Table for Fiscal Year 2023 (“FY23”) (19,500,000 ) (3,895,000 ) Year-end 20,515,276 3,842,580 Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years 610,517 167,907 Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the FY23 based on change from Prior Year-end 753,546 182,279 Total Adjustments 2,379,339 297,766 | |||
Compensation Actually Paid vs. Total Shareholder Return | ||||
Compensation Actually Paid vs. Net Income | ||||
Compensation Actually Paid vs. Company Selected Measure | ||||
Total Shareholder Return Vs Peer Group | ||||
Tabular List, Table | Pay Versus Performance Tabular List We believe the following performance measures represent the most important financial performance measures used by us to link • Stock price/total stockholder return; • Adjusted pre-tax • Total debt reduction; • Adjusted pre-tax • Mainline and regional on-time • Mainline and regional controllable completion factor; and • Measures related to diversity, equity and inclusion. | |||
Total Shareholder Return Amount | $ 48.08 | 44.52 | 62.85 | 55.19 |
Peer Group Total Shareholder Return Amount | 61.6 | 48.04 | 74.23 | 75.55 |
Net Income (Loss) | $ 822,000,000 | $ 127,000,000 | $ (1,993,000,000) | $ (8,885,000,000) |
Company Selected Measure Amount | 0.047 | 0.009 | (0.232) | (0.707) |
PEO Name | Robert Isom | Robert Isom and Doug Parker | Doug Parker | Doug Parker |
Measure:: 1 | ||||
Pay vs Performance Disclosure | ||||
Name | Stock price/total stockholder return | |||
Measure:: 2 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted pre-tax margin | |||
Non-GAAP Measure Description | Adjusted pre-tax non-GAAP pre-tax non-GAAP | |||
Measure:: 3 | ||||
Pay vs Performance Disclosure | ||||
Name | Total debt reduction | |||
Measure:: 4 | ||||
Pay vs Performance Disclosure | ||||
Name | Adjusted pre-tax income | |||
Measure:: 5 | ||||
Pay vs Performance Disclosure | ||||
Name | Mainline and regional on-time departures | |||
Measure:: 6 | ||||
Pay vs Performance Disclosure | ||||
Name | Mainline and regional controllable completion factor; and | |||
Measure:: 7 | ||||
Pay vs Performance Disclosure | ||||
Name | Measures related to diversity, equity and inclusion | |||
Isom [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | $ 31,438,162 | $ 4,886,649 | $ 0 | $ 0 |
PEO Actually Paid Compensation Amount | 33,817,502 | 3,507,095 | 0 | 0 |
Parker [Member] | ||||
Pay vs Performance Disclosure | ||||
PEO Total Compensation Amount | 0 | 6,537,694 | 7,238,011 | 10,663,866 |
PEO Actually Paid Compensation Amount | 0 | $ 3,881,181 | $ 8,128,613 | $ (614,164) |
PEO | Isom [Member] | Deduction For Amounts Reported Under The Stock Awards Column Of Summary Compensation Table For Fiscal Year 2023 [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (19,500,000) | |||
PEO | Isom [Member] | YearEnd Fair Value Of Equity Awards Granted In Each Fy23 [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 20,515,276 | |||
PEO | Isom [Member] | Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Awards Granted In Prior Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 610,517 | |||
PEO | Isom [Member] | Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Fy23 Based On Change From Prior YearEnd To Vesting Date [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 753,546 | |||
PEO | Isom [Member] | Total Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 2,379,339 | |||
Non-PEO NEO | Deduction For Amounts Reported Under The Stock Awards Column Of Summary Compensation Table For Fiscal Year 2023 [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | (3,895,000) | |||
Non-PEO NEO | YearEnd Fair Value Of Equity Awards Granted In Each Fy23 [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 3,842,580 | |||
Non-PEO NEO | Year Over Year Change In Fair Value Of Outstanding And Unvested Equity Awards Granted In Prior Years [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 167,907 | |||
Non-PEO NEO | Change In Fair Value Of Equity Awards Granted In Prior Years That Vested In The Fy23 Based On Change From Prior YearEnd To Vesting Date [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | 182,279 | |||
Non-PEO NEO | Total Adjustments [Member] | ||||
Pay vs Performance Disclosure | ||||
Adjustment to Compensation, Amount | $ 297,766 |