Board composition and oversight

This section of the report contains abbreviated information from United's Proxy Statement—full details are available on ir.united.com

Board of Directors and Board Committees

All Board of Directors are elected annually by the stockholders. The Board has developed a corporate governance framework designed to ensure the Board has the authority and practices in place to review and evaluate the Company's business operations and to make decisions independent of management. The Board's goal is to align the interests of directors, management and stockholders, as well as comply with, or exceed, the requirements of the applicable Nasdaq Listing Rules and any other applicable rules or regulations. This framework establishes the practices that the Board follows with respect to, among other things, Board composition and member selection, Board meetings and involvement of senior management, director compensation, the Chief Executive Officer performance evaluation, management succession planning and Board Committees. The Board is committed to seeking opportunities for improvements on an ongoing basis.

The Board has six standing Committees: Audit, Compensation, Executive, Finance, Nominating/Governance and Public Responsibility. The Audit Committee, Compensation Committee and Nominating/Governance Committee are composed solely of independent directors. Each committee operates under a written charter adopted by the Board, which is available at ir.united.com Each committee reviews and assesses its charter annually.

Board leadership structure

Our Company has separate Chairman and Chief Executive Officer roles, which the Board believes currently best serves its ability to carry out its roles and responsibilities on behalf of the Company and its stockholders. Our independent Chairman oversees corporate governance matters, ensuring that the Board provides strong oversight of management and the Company's strategy and business and that all directors have access to the resources required to discharge their duties appropriately. Our Chief Executive Officer is in charge of the business and strategic direction of the Company, subject to the overall direction and supervision of the Board and its Committees. The Board does not have a Lead Director given that the Chairman is currently an independent director.

We identify and manage the risks and opportunities that arise from our corporate responsibility focus areas through strong Board and executive oversight.

Governance of corporate responsibility

Oversight of our corporate responsibility strategy starts at the Board level, which, as a whole and through its Committees, has responsibility for overseeing corporate responsibility goals, targets, commitments, strategies, initiatives, risks, assessments, disclosures and external engagement and related matters. Each of the Public Responsibility, Audit, Nominating/Governance, Executive and Compensation Committees are charged with oversight and implementation of specific areas of corporate responsibility focus.

• The Public Responsibility Committee has primary oversight responsibility for our ESG initiatives and risks as well as the Company’s policies and practices regarding political expenditures.
• The Audit Committee has responsibility for overseeing our controls and procedures relating to our material ESG disclosures and reporting, including our external ESG reports as well as our reporting of ESG matters in our SEC filings.
• The Nominating/Governance Committee establishes and implements governance practices in support of the Board’s commitment to our Board’s DEI initiatives.
• The Executive Committee has primary oversight of the Company’s significant human resources and labor relations strategies relating to culture, talent management and DEI matters.
• The Compensation Committee considers and implements ESG considerations in our executive compensation programs to enable alignment of compensation with our ESG goals.

This distributed allocation of responsibilities among the various Committees helps ensure dedicated attention to implementation of our corporate responsibility strategy. In 2023, the Board, in full and in individual Committees, discussed a range of corporate responsibility topics, including the seven corporate responsibility focus areas as well as political engagement and contributions, technology and data privacy.

United’s executive team also provides management-level oversight over United’s corporate responsibility strategy and is responsible for reviewing, refining and implementing long-term corporate responsibility strategies and periodically updating the full Board and the Committees, as applicable, on issues related to the implementation of the corporate responsibility strategies. Through the review process and ongoing check-ins with United team leaders of our corporate responsibility focus areas, United’s executive team approves the creation of corporate responsibility goals and initiatives and monitors the progress toward the goals by maintaining regular communication with dedicated teams of corporate responsibility professionals and subject-matter experts throughout the Company.

Board diversity and independence

Our Board is composed entirely of independent directors other than our CEO, the director of the United Airlines Pilots Master Executive Council of the Air Line Pilots Association, International (ALPA) is the sole holder of the Company’s Class Pilot MEC Junior Preferred Stock, which provides the ALPA with the right to elect one member to the Board at each annual meeting of stockholders and the director of the International Association of Machinists and Aerospace Workers (IAM) is the sole holder of the Company’s Class IAM Junior Preferred Stock, which provides the IAM with the right to elect one member to the Board at each annual meeting of stockholders and is diverse, with each director possessing broad experience (including in positions with a high degree of responsibility and in any emerging governance, industry or market trends impacting the Company (such as ESG issues)), attributes, and a balance of professional skills and diversity of perspectives that, taken together, are relevant and beneficial in fulfilling the Board's oversight role on behalf of the Company's stockholders and other stakeholders with respect to the Company's business and strategy and in strengthening and supporting senior management.