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American Airlines Board & Execs Paid 45 Percent of the Profits; Reform Way Overdue

In a year when American Airlines Group Inc. produced just $111 million in net income on $54.6 billion in revenue, the Company’s five named executive officers and twelve directors collected approximately $50.5 million in compensation. That figure equals 45.5 percent of American’s full-year profit.

CEO Robert D. Isom (pictured above) alone took home $13.87 million, or 12.5 percent of what shareholders had left. His change-in-control package would pay up to $41 million if he were terminated after an acquisition — meaning the worst outcome for shareholders produces the largest payout for the Chief Executive Officer.

NLPC has published an executive summary of its case for cumulative voting at American Airlines, drawn from a full exempt solicitation report that has been circulated to American Airlines investors in support of Proposal 7 on the Company’s 2026 proxy ballot. The proposal asks the Board to adopt cumulative voting for the election of directors. American’s Annual Meeting is scheduled for June 10, 2026 — but shareholders should not wait. Vote FOR Proposal 7 now at www.proxyvote.com (you will need a control number or your account number).

The financial backdrop is grim. While American produced $111 million in profit, Delta Air Lines generated approximately $5 billion and United Airlines approximately $3.4 billion on comparable revenue. American earned roughly two percent of either competitor’s haul.

S&P Dow Jones Indices removed American from the S&P 500 in September 2024 after the Company’s market capitalization fell from above $37 billion in 2014 to roughly $7 billion. American is now the only one of the four largest legacy U.S. carriers trading below S&P 500 thresholds.

The Company’s own cumulative total return disclosure tells the story: $100 invested in American at year-end 2020 — with all dividends reinvested — was worth $97 at year-end 2025. The same $100 invested in the S&P 500 was worth $182. American’s shareholders have lost ground while the broader market has nearly doubled.

The boardroom has not been held to account. Independent Chairman Gregory D. Smith served as Boeing‘s Chief Financial Officer from 2011 to 2021, his tenure spanning the development, certification, and grounding of the 737 MAX. He is a named defendant in a 2022 securities-fraud lawsuit brought by Nuveen, TIAA-CREF, and affiliated investors alleging Boeing made false and misleading statements about the aircraft. American’s Board appointed him Chairman less than two years after he retired from Boeing.

Audit Committee Chair Matthew J. Hart has served 13 years on the Board. During that tenure, the Company has accumulated approximately $35 billion in total debt and pledged the “American Airlines” trademark and aa.com as second-priority collateral for a fuel-financing facility. That a 100-year-old commercial carrier has been forced to encumber its own trade name to fund fuel purchases is itself an indictment of the strategic position the Board has overseen.

Corporate Governance and Public Responsibility Committee Chair Martin H. Nesbitt has chaired the body responsible for board composition, refreshment, and stockholder engagement since 2015 — and presided over each of these appointments. He is also Chairman of the Barack Obama Foundation and Co-Chief Executive Officer of The Vistria Group.

The operational record is no better. The Wall Street Journal’s January 2026 ranking of major U.S. airlines placed American tied for last among nine carriers, with the industry’s highest cancellation rate at 2.2 percent. American did not finish higher than sixth in any of the seven categories. J.D. Power’s 2025 study ranked American last in first/business class customer satisfaction.

Frontline employees have also broken with management. On February 9, 2026, the Association of Professional Flight Attendants — representing 28,000 American flight attendants — issued a unanimous vote of no confidence in Mr. Isom, the first in the union’s 50-year history against an American Airlines CEO.

Three days earlier, the Allied Pilots Association — representing 16,000 American pilots — sent its own letter to the Board. Captain Dennis Tajer, the APA spokesperson, said the union “understands and respects” the flight attendants’ “deep frustration with Mr. Isom’s leadership and his stewardship of American’s lackluster financial recovery.”

Cumulative voting is neither radical nor unfair. It does not change the math of board control — holders of a majority of shares still elect a majority of directors. What changes is that a minority shareholder group can concentrate its votes behind one nominee rather than have them scattered across every individual board race and rendered ineffective. Institutional Shareholder Services (ISS) recommends shareholder support for such proposals.

American’s record is not the product of bad luck. It is the product of a Board that has not been held accountable. Cumulative voting would change that. Investors should not wait until June 10. Vote FOR Proposal 7 now at www.proxyvote.com (you will need a control number or your account number).

(Post references PX14A6G Notice of exempt solicitation)

 

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Tags: American Airlines, cumulative voting, Delta Air Lines, Robert Isom