Profile

Governance

A319 Rendering

Our Board of Directors has 12 members, all of whom are considered independent with the exception of our Chairman, President and CEO, Tom Horton. Of the 12 members, two are female and three are minorities. Three of our board members are between 50 and 59 years old, five are between 60 and 69 years old and four are at least age 70.

To help fulfill its responsibilities, the Board of Directors has four standing committees. All members of the standing committees are considered independent directors.

  • The Audit Committee's primary functions include overseeing our independent auditors and reviewing our annual audit and financial statements. The committee also reviews and discusses safety, security and environmental measures as well as legal, ethical and conduct complaints and policies.
  • The Nominating/Corporate Governance Committee recommends candidates for director and officer positions and, along with the CEO, reviews succession planning. The committee also reviews our governance policies and practices.
  • The Compensation Committee establishes and implements executive compensation objectives and approves all executive compensation, while also determining metrics for performance-based awards for executives.
  • The Diversity Committee provides oversight, counsel and guidance to senior management on issues related to diversity and inclusion, including equal employment opportunity policies and hiring practices and employee retention issues.

More information on AMR's corporate governance can be found on the Corporate Governance and Investor Relations section of our website.

Board Approval And Oversight Of Chapter 11 Filing

AMR Corporation, and certain of its United States-based subsidiaries, including American Airlines, Inc. and AMR Eagle Holding Corporation, on November 29, 2011, filed voluntary petitions for Chapter 11 reorganization in the U.S. Bankruptcy Court for the Southern District of New York. Prior to this announcement, AMR's Board of Directors determined that a Chapter 11 reorganization was in the best interest of the company and its stakeholders.

The Board of Directors also appointed Tom Horton Chairman and Chief Executive Officer of the company, succeeding Gerard Arpey, who decided to retire. Horton also retained the title of President.

Tom Horton was named President of AMR and American in July 2010. Previously, Horton served as Executive Vice President — Finance and Planning and Chief Financial Officer of AMR and American. He was named to that position in March 2006 upon returning to American from AT&T Corp., where he had been Vice Chairman and Chief Financial Officer.

Aligning Pay With Performance

The principal objectives of our executive compensation program for 2011 were to:

  • Provide compensation that enabled us to attract, motivate, reward and retain talented leaders
  • Reward achievement of our goals
  • Sustain a pay-for-performance approach in which variable or "at risk" compensation was a substantial portion of each leaders' compensation
  • Link our compensation programs with the interests of our stockholders through stock-based compensation

Consistent with these objectives, an average of 70 percent of the total potential pay we awarded our named executive officers in 2011 was in the form of long-term stock-based compensation. As a result of our Chapter 11 filing and delisting of our shares, we anticipate that the future value of the long-term stock-based compensation awarded to them in 2011 and prior years will be minimal.

Detailed information regarding AMR's executive compensation, including the process used to determine compensation, is available in our 2011 10-K, beginning on page 115.