United Airlines Holdings

Pursuant to Part II, Section 8.1 of the Amended and Restated Certificate of Incorporation of United Airlines Holdings, Inc. (the "Company"), the United Airlines Pilots Master Executive Council of the Air Lines Pilots Association, International ("ALPA-MEC"), the holder of the Company's Class Pilot MEC Junior Preferred Stock, has the right to elect one member to the Company's Board of Directors (the "Board") at each annual meeting of stockholders, remove such director with or without cause and fill any vacancies in such directorship. As previously disclosed, Captain Michael Hamilton, who occupied the ALPA-MEC director position on the Board since March 2022, resigned as the chairperson of the ALPA-MEC in December 2022 and, accordingly, resigned from the Board.

Pursuant to Part II, Section 8.1 of the Amended and Restated Certificate of Incorporation of United Airlines Holdings, Inc. (the "Company"), the United Airlines Pilots Master Executive Council of the Air Lines Pilots Association, International ("ALPA-MEC"), the holder of the Company's Class Pilot MEC Junior Preferred Stock, par value $0.01 per share, has the right to elect one director to the Company's Board of Directors (the "Board") at each annual meeting of stockholders, to remove such director with or without cause and to fill any vacancies in such directorship. Captain Michael Hamilton has occupied the ALPA-MEC director position on the Board since March 2022. On December 19, 2022, ALPA notified the Company that Captain Hamilton had resigned as the chairperson of the ALPA-MEC and, accordingly, would leave the Board effective immediately.

On September 22, 2022, the Compensation Committee of the board of directors (the " Board ") of United Airlines Holdings, Inc. (the " Company "), the parent company of United Airlines, Inc. (" United "), approved performance-based incentive awards (" Transformation Awards "). The Transformation Awards provide an incentive opportunity of 50% to 150% of the target opportunity (or 0%-150% with respect to J. Scott Kirby, the Company’s Chief Executive Officer) based on the achievement of a pre-established human capital performance goal during the period January 1, 2023 through June 30, 2025 (the " Performance Period "), with a service-based vesting condition over a three year period beginning September 22, 2022 and ending September 22, 2025. For recipients other than Mr.

On July 14, 2022, the Board of Directors (the "Board") of United Airlines Holdings, Inc. (the "Company"), the parent company of United Airlines, Inc. ("United"), unanimously appointed Linda P. Jojo, who was serving as Executive Vice President, Technology and Chief Digital Officer of the Company, as Executive Vice President and Chief Customer Officer of the Company, reporting to J. Scott Kirby, Chief Executive Officer of the Company. In addition, the Board also appointed Torbjorn ("Toby") J. Enqvist, who was serving as Executive Vice President and Chief Customer Officer of the Company, as Executive Vice President and Chief Operations Officer of the Company, reporting to Brett J. Hart, President of the Company. These organizational changes are effective July 15, 2022. Ms.

On May 25, 2022, the Compensation Committee (the "Committee") of the Board of Directors of United Airlines Holdings, Inc. (the "Company"), the parent company of United Airlines, Inc., approved a one-time retention and recognition award ("Award") to Brett J. Hart, President of the Company. The Award has a total cash payment opportunity of $4 million, with 75% vesting on May 25, 2023 and the remaining 25% vesting on May 25, 2024, with each payment contingent on Mr. Hart's continued employment with the Company through the applicable vesting date. The Committee approved the Award in recognition of the expansion in Mr. Hart's role since his promotion in 2020, including his oversight responsibility for airport operations, technical operations and flight operations. 2

Pursuant to Part II, Section 8.1 of the Amended and Restated Certificate of Incorporation of United Airlines Holdings, Inc. (the "Company"), the United Airlines Pilots Master Executive Council of the Air Lines Pilots Association, International ("ALPA-MEC"), the holder of the Company's Class Pilot MEC Junior Preferred Stock, has the right to elect one member to the Company's Board of Directors (the "Board") at each annual meeting of stockholders, remove such director with or without cause and to fill any vacancies in such directorship. Captain Todd M. Insler has occupied the ALPA-MEC director position on the Board since 2016. On March 3, 2022, ALPA notified the Company that Captain Insler had reached the end of his third and final term as ALPA-MEC chair on March 1, 2022 and would leave the Board effective immediately.

On December 6, 2021, the board of directors (the “Board”) of United Airlines Holdings, Inc. (the “Company”), upon the recommendation of the Nominating/Governance Committee, elected Matthew Friend to serve as a member of the Board effective immediately for a term continuing to the Company’s next Annual Meeting of Stockholders, when Mr. Friend will be a nominee for election by stockholders. The size of the Board was increased from 13 directors to 14 directors effective immediately in connection with the election of Mr. Friend. The Board also determined that Mr. Friend is “independent” under the applicable standards of The Nasdaq Stock Market and the independence standards adopted by the Board in the Company’s Corporate Governance Guidelines. The Board also approved the recommendation of the Nominating/Governance Committee of the Board to assign Mr.

Effective September 23, 2021, the Board approved the recommendation of the Nominating/Governance Committee to assign Richard Johnsen to serve as a member of the Public Responsibility Committee of the Board. 2

Pursuant to Part III, Section 8.1 of the Amended and Restated Certificate of Incorporation of United Airlines Holdings, Inc. (the “Company”), the International Association of Machinists and Aerospace Workers (the “IAM”), the holder of the share of the Company’s Class IAM Junior Preferred Stock, par value $0.01 per share, has the right to elect one member to the Company’s Board of Directors (the “Board”) at each annual meeting of stockholders, remove such director with or without cause and fill any vacancies in such directorship. Sito Pantoja has occupied the IAM director position on the Board since March 2016, and the Company appreciated his service during that time. As previously disclosed, on June 22, 2021, Mr. Pantoja tendered his resignation from the Board. The IAM notified the Company on July 2, 2021 that the IAM is designating Richard Johnsen to fill the vacancy resulting from Mr.

Pursuant to Part III, Section 8.1 of the Amended and Restated Certificate of Incorporation of United Airlines Holdings, Inc. (the “Company”), the International Association of Machinists and Aerospace Workers (the “IAM”), the holder of the share of the Company’s Class IAM Junior Preferred Stock, par value $0.01 per share, has the right to elect one member to the Company’s Board of Directors (the “Board”) at each annual meeting of stockholders, remove such director with or without cause and fill any vacancies in such directorship. Sito Pantoja has occupied the IAM director position on the Board since March 2016. On June 22, 2021, Mr. Pantoja notified the Company that he would resign from the Board effective as of July 31, 2021. Mr. Pantoja’s departure was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

At the 2021 Annual Meeting of Stockholders of United Airlines Holdings, Inc. (the “Company”) held on May 26, 2021 (the “Annual Meeting”), the Company’s stockholders approved the United Airlines Holdings, Inc. Amended and Restated 2021 Incentive Compensation Plan (the “2021 Plan”). The 2021 Plan was approved by the Board of Directors (the “Board”) on February 25, 2021, subject to stockholder approval. The 2021 Plan replaces the United Continental Holdings, Inc. 2017 Incentive Compensation Plan (the “2017 Plan”). Under the 2021 Plan, the Company may grant: nonqualified stock options; incentive stock options; stock appreciation rights (“SARs”); restricted shares; restricted share units; performance units; cash incentive awards; other equity-based and equity-related awards; and dividends and dividend equivalents (collectively, the “Awards”).

On February 24, 2021, the board of directors (the "Board") of United Airlines Holdings, Inc. (the "Company") increased the size of the Board from 13 directors to 14 directors and elected Laysha Ward to fill the newly-created directorship, effective immediately. As of the date hereof, the Board has not determined any committee appointments for Ms. Ward. Ms. Ward will be compensated for her service on the Board in the same manner as the Company's other non-employee directors elected by the holders of the Company’s common stock. For a description of the Company's director compensation programs, see "2019 Director Compensation" in the Company's Proxy Statement for the 2020 Annual Meeting of Stockholders held on May 20, 2020 filed with the Securities and Exchange Commission on April 9, 2020. Ms.

On September 10, 2020, the Board of Directors (“Board”) of the Company appointed Jonathan Roitman to serve as Executive Vice President and Chief Operations Officer of the Company effective as of such date. Mr. Roitman previously was appointed as Senior Vice President and Chief Operations Officer of the Company and will continue to report to J. Scott Kirby, Chief Executive Officer of the Company. On September 9, 2020, the Compensation Committee of the Board approved compensation changes for Mr. Roitman subject to and effective upon his appointment as Executive Vice President and Chief Operations Officer. The Compensation Committee approved an annual compensation package for Mr.

On May 27, 2020, United Airlines Holdings, Inc. (the “Company”), the parent company of United Airlines, Inc. (“United”), announced that Jonathan Roitman, who was serving as the Senior Vice President Airport and Network Operations of United, was appointed Senior Vice President and Chief Operations Officer of the Company effective June 1, 2020. Mr. Roitman will report to J. Scott Kirby, Chief Executive Officer of the Company. Mr. Roitman, age 54, served as Senior Vice President Airport and Network Operations of United from November 2019 to May 2020. From August 2018 to November 2019, Mr. Roitman served as Senior Vice President Airport and Catering Operations, and from January 2015 to August 2018, he served as Senior Vice President Airport Operations, of United. From December 1997 through January 2015, Mr.

On May 21, 2020, in connection with the expanded responsibilities of Mr. Kirby upon his transition to the role of CEO and of Mr. Hart upon his transition to the role of President, the Compensation Committee of the Board of Directors of the Company approved certain compensation changes for both officers. The Compensation Committee approved an annual compensation package for Mr. Kirby with an annual base salary of $1,000,000, a target annual incentive program (“AIP”) opportunity equal to 250% of base salary, and a target long-term incentive (“LTI”) opportunity equal to ten times base salary. With respect to Mr. Hart, the Compensation Committee approved an annual compensation package with an annual base salary of $775,000 (which is unchanged from the annual base salary for Mr.

On May 11, 2020, United Airlines Holdings, Inc. (the “Company”), the parent company of United Airlines, Inc. (“United”), announced that Brett J. Hart, currently the Executive Vice President and Chief Administrative Officer of the Company, was appointed President of the Company effective immediately following the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). As previously announced, at such time, J. Scott Kirby, currently the President of the Company, will assume the role of Chief Executive Officer of the Company, and at such time, Mr. Hart will report to Mr. Kirby. The 2020 Annual Meeting is scheduled for May 20, 2020. Mr. Hart, age 51, has served as Executive Vice President and Chief Administrative Officer of the Company and United since March 2019.

Executive Transition On December 5, 2019, United Airlines Holdings, Inc. (the “Company”), the parent company of United Airlines, Inc. (“United”), announced that Oscar Munoz will transition from the role of Chief Executive Officer of the Company following the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”) and assume the role of Executive Chairman of the Board of Directors of the Company (the “Board”), and that J. Scott Kirby, currently the President of the Company, will assume the role of Chief Executive Officer of the Company at such time. The 2020 Annual Meeting is scheduled for May 20, 2020. Mr. Kirby, 52, has served as President of the Company and United since August 2016. Prior to joining the Company, from December 2013 to August 2016, Mr. Kirby served as President of American Airlines Group Inc. and American Airlines, Inc. Mr.

(b) On February 12, 2019, William R. Nuti, a member of the Board of Directors (the “Board”) of United Continental Holdings, Inc. (the “Company”), advised the Company that he would not stand for re-election to the Board at the Company’s upcoming 2019 annual meeting of stockholders due to health reasons. 2

On August 22, 2018, United Continental Holdings, Inc. (the “Company”) announced that Gerald Laderman was appointed Executive Vice President and Chief Financial Officer (“CFO”) of the Company, effective as of August 21, 2018 (the “CFO Effective Date”). Mr. Laderman, age 60, has served as Senior Vice President Finance and acting CFO of the Company since May 16, 2018, and also served in this role from August 2015 to August 2016. Mr. Laderman served as Senior Vice President Finance, Procurement and Treasurer of the Company from August 2016 to May 15, 2018, and also served in this role from December 2013 to August 2015. From October 2010 to December 2013, Mr. Laderman served as Senior Vice President Finance and Treasurer of the Company. From 2001 to October 2010, Mr. Laderman served as senior vice president of finance and treasurer for Continental Airlines, Inc. (“Continental”). Mr.

In connection with Mr. Laderman’s election as acting CFO, he will receive an additional cash payment of $50,000 per month, effective as of May 16, 2018, and continuing for the duration of his service as acting CFO. The Compensation Committee of the Board of Directors of the Company approved the compensation arrangement for Mr. Laderman on May 24, 2018. 2

On May 14, 2018, Andrew Levy, Executive Vice President and Chief Financial Officer of United Continental Holdings, Inc. (the “Company”), notified the Company of his intention to resign from the Company. On May 16, 2018, the Board of Directors of the Company elected Gerald Laderman as Senior Vice President Finance and acting Chief Financial Officer of the Company. Mr. Laderman, age 60, has served as Senior Vice President Finance, Procurement and Treasurer of the Company since August 2016 and also served in this role from 2013 to August 2015. From August 2015 to August 2016, Mr. Laderman served as Senior Vice President Finance and acting Chief Financial Officer of the Company. From 2001 to 2010, Mr. Laderman served as senior vice president of finance and treasurer for Continental Airlines, Inc. (“Continental”). Mr.

On March 5, 2018, the board of directors (the “Board”) of United Continental Holdings, Inc. (the “Company”) increased the size of the Board from 15 directors to 16 directors and elected Michele J. Hooper to fill the newly-created directorship, effective immediately. As of the date hereof, the Board has not determined any committee appointments for Ms. Hooper. Ms. Hooper will be compensated for her service on the Board in the same manner as the Company’s other non-employee directors elected by the holders of the Company’s common stock. For a description of the Company’s director compensation programs, see “2016 Director Compensation” in the Company’s Proxy Statement for the 2017 Annual Meeting of Stockholders held on May 24, 2017, filed with the Securities and Exchange Commission on April 21, 2017. Ms.

On May 24, 2017, United Continental Holdings, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the United Continental Holdings, Inc. 2017 Incentive Compensation Plan (the “2017 Plan”), which had been previously approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval. The 2017 Plan will replace the United Continental Holdings, Inc. 2008 Incentive Compensation Plan. The following paragraphs provide a summary of certain terms of the 2017 Plan. The 2017 Plan is set forth in its entirety as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(e) On April 21, 2017, United Continental Holdings, Inc. (“UCH”) and United Airlines, Inc. (collectively, the “ Companies ”) entered into the Second Amendment to Employment Agreement (the “Second Amendment ”) with Oscar Munoz, the Companies’ Chief Executive Officer, amending his Employment Agreement with the Companies dated December 31, 2015, as first amended as of April 19, 2016. The Second Amendment, which was initiated by Mr. Munoz, removes the provisions in the Employment Agreement related to the future appointment of Mr. Munoz as Chairman of the Board of Directors of UCH (the “Board”), leaving future determinations related to the Chairman position to the discretion of the Board. As a result, the Second Amendment also modifies the definition of “Good Reason” such that the appointment of a Chairman of the Board other than Mr. Munoz, Robert A. Milton or Henry L.

(b) On February 20, 2017, Michael P. Bonds, Executive Vice President, Human Resources and Labor Relations of United Continental Holdings, Inc. (the “Company”), and a named executive officer of the Company in the Company’s 2016 proxy statement, announced his planned retirement from the Company. Mr. Bonds plans to continue in his role with the Company until such time as his replacement is hired.

On August 29, 2016, United Continental Holdings, Inc. (the “Company”) announced that J. Scott Kirby was appointed President of the Company, effective at 2:30 pm CT on Monday, August 29, 2016. Mr. Kirby will report to Oscar Munoz, the Company’s Chief Executive Officer, who served as the Company’s President prior to Mr. Kirby’s appointment. Mr. Kirby, age 49, previously served since December 2013 as President of American Airlines Group and American Airlines, Inc. Mr. Kirby also previously served as President of US Airways from October 2006 to December 2013. Mr.

On August 18, 2016, United Continental Holdings, Inc. (the “Company”) announced that Andrew C. Levy was appointed Executive Vice President and Chief Financial Officer of the Company to be effective on Monday, August 22, 2016. Upon such effective date, Gerald Laderman, the Company’s acting Chief Financial Officer, will return to his position as the Company’s Senior Vice President – Finance, Procurement and Treasurer. Mr. Levy, age 47, has served since January 2015 as the Chief Executive Officer and Managing Partner of AML Ventures, LLC, an investment and advisory firm specializing in the airline industry. Previously, Mr.

(d) As described in the Current Report on Form 8-K filed by United Continental Holdings, Inc., a Delaware corporation (the “ Company ”) on April 20, 2016, as amended by Amendment No. 1 to the Form 8-K filed on April 21, 2016, the Company entered into an agreement on April 19, 2016 with PAR Capital Management, Inc., a Delaware corporation (“ PAR Capital ”), Altimeter Capital Management, LP, a Delaware limited partnership (“ Altimeter Capital ” and, together with PAR Capital, the “ Stockholders ”), and certain other signatories listed on the

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