Corporate governance
Board of Directors
American Airlines Group Inc. has a strong and experienced Board of Directors. Members are elected annually and considered independent other than Chief Executive Officer Robert D. Isom, Jr.
Members

Gregory D. Smith, Chairman of the Board
Former Executive Vice President of Enterprise Operations and Chief Financial Officer
The Boeing Company

Robert D. Isom, Jr.
Chief Executive Officer
American Airlines Group & American Airlines
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- American Airlines Group Bylaws Opens a document in a new window that may not meet accessibility guidelines
- Corporate Governance Guidelines Opens a document in a new window that may not meet accessibility guidelines
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- Statement on Public Policy Engagement and Political Participation
Board member | Audit | Compensation | Corporate Governance & Public Responsibility | Finance | Safety |
---|---|---|---|---|---|
Adriane M. Brown | available | available * | |||
John T. Cahill | available | available | |||
Kathryn Farmer | available | available | |||
Matthew J. Hart | available * | available | |||
Susan D. Kronick | available | available | |||
Martin H. Nesbitt | available | available * | |||
Denise M. O’Leary | available | available | |||
Vicente Reynal | available | available * | |||
Doug Steenland | available * | available | |||
Howard Ungerleider | available | available |
*Committee chair
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Code of Ethics of the Board of Directors of American Airlines Group Inc.
Reviewed and Adopted August 6, 2025
The Board of Directors (the “Board”) of American Airlines Group Inc. (the “Company” or “American”) has adopted this Code of Ethics (this “Code”) for members of the Board. Each member of the Board is expected to abide by this Code. This Code is intended to:
- Focus each Director on his or her duties and responsibilities to a large, publicly-held corporation
- Assist and guide the Directors in the recognition and resolution of ethical issues
- Provide the Directors with a reporting process to report unethical conduct
- Further promote a culture of honesty, accountability and integrity
No code or policy can anticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guidance.
Directors should:
- Avoid even the appearance of improper behavior
- Exhibit the highest standards of business and professional integrity
Directors are encouraged to bring questions about circumstances that may implicate one or more of the provisions of this Code to the attention of the Chair of the Audit Committee, Chair of the Corporate Governance and Public Responsibility (“CGPR”) Committee, Chief Legal Officer, Corporate Secretary or outside legal counsel, as appropriate.
Directors who also serve as employees of the Company should read this Code in conjunction with the Company’s Standards of Business Conduct for Team Members.
Conflicts of interests
Board members have a paramount interest in promoting and preserving the interests of American’s stockholders. Directors must avoid any conflict of interest between themselves and American. Any situation that involves, may reasonably be expected to involve or that may be perceived as involving, a conflict between a Director’s personal or professional interests and American’s interests should be disclosed promptly to the Chair of the Audit Committee and the Chair of the CGPR Committee. In addition, Directors must disclose information regarding their financial interests in organizations that do business with American or are reasonably expected to do business with American.
A “conflict of interest” may occur when a Director’s personal or professional interests are adverse to or may be adverse to the interests of the Company. For example, a conflict of interest can arise when a Director takes actions or has personal interests that make it difficult to perform his or her Company duties objectively and effectively. A conflict of interest may also arise when a Director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a Director of the Company. A conflict of interest may occur directly or indirectly. “Immediate family” includes a person’s spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in law, and anyone (other than domestic employees) who share such person’s home.
This Code does not attempt to describe all possible conflicts of interest which could develop. The following are some examples of common possible conflicts of interest that Directors should avoid.
- Relationships with Third Parties. Directors may not engage in any conduct or activities that are inconsistent with the Company's best interests or that disrupt or impair the Company's relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
- Gifts. Directors and members of their immediate family should not accept a gift from a third party who deals with the Company where the gift (1) is given to influence the Director’s actions as a member of the Board, (2) would be illegal or result in a violation of law; (3) has a value beyond what is a normal and customary business courtesy; (4) is entertainment, the cost of which exceeds what is considered reasonable, customary, and accepted business practice; (5) is a loan made on preferential terms; or (6) could create the appearance of a conflict of interest.
- Compensation from non-Company sources. Directors should not accept compensation (in any form) for services performed for or on behalf of American from any source other than American.
In order to avoid a conflict of interest, Directors must recuse themselves from any deliberations and decisions undertaken by the Board that affect their personal or professional interests.
Corporate opportunities
Directors may not:
- Take for their advantage business opportunities substantially related to American’s business;
- Use American’s property, information or position for personal gain; or
- Compete with American for business opportunities substantially related to American’s business; however, if the disinterested Directors determine that American will not pursue the opportunity, the Director may take advantage of, or otherwise compete for, that opportunity.
Confidentiality
Directors should maintain the confidentiality of all non-public information entrusted to them by American, from whatever source, and any other confidential information about American that comes to them in their capacity as a Director, unless disclosure is authorized by American or legally mandated (in which event of such legally mandated disclosure, the Director shall give notice to the Board Chair and Chief Legal Officer a reasonable time in advance of any such anticipated disclosure, consult with American on the advisability of taking legally available steps to resist or narrow such disclosure and assist American, at American’s expense, in taking such steps). This duty of confidentiality will continue after a Director no longer serves on the Board for as long as the information continues to be confidential.
Compliance with laws, rules and regulations
Directors shall comply with all laws, rules, and regulations applicable to American, including insider trading laws. Transactions in Company securities are governed by American’s Amended and Restated Insider Trading Compliance Policy.
Encouraging the reporting of illegal or unethical behavior
Directors should promote ethical behavior and ensure American adopts policies and procedures designed to:
- Encourage team members to talk to supervisors, managers, and other appropriate personnel when in doubt about the best course of action in a particular situation
- Encourage team members to report violations of laws, rules, regulations, or the Company’s Standards of Business Conduct to appropriate personnel
- Inform team members that American will not allow retaliation for reports made in good faith
Compliance procedures
Directors should communicate any suspected violations of this Code promptly to the Chair of the Audit Committee and Chair of the CGPR Committee, Chief Legal Officer or Corporate Secretary. Suspected violations will be investigated by the Board or its designees, and appropriate action will be taken if a violation has occurred.
Fair dealing
Directors should make every reasonable effort to deal fairly with American’s customers, suppliers, competitors, and team members. No Director should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
Protection and proper use of American’s assets
Directors should protect American’s assets and ensure their efficient use. Directors may not use American’s assets, labor, or information for personal use, except as authorized for Company business and for travel benefits and other incidental personal benefits which by Company policy are provided to all Directors.
Annual review and waivers
The CGPR Committee will review and reassess the adequacy of this Code annually and will recommend any changes deemed appropriate to the Board for its consideration.
Only the Audit Committee or the full Board, excluding the Director seeking the waiver, may approve any waiver of the provisions of this Code after disclosure of all material facts by the Director seeking the waiver, and any waiver must be promptly disclosed as and to the extent required by law.
Building the greatest airline in the world requires a strong commitment to our customers, shareholders, business partners and employees. That commitment is founded on a value system we all share, one based on integrity, honesty and the absolute dedication that every decision we make is a responsible and ethical one. Our standards of business conduct embody this value system and serve as a guide for all our employees and others working on behalf of American to conduct business ethically and responsibly.
Contact us
Our Board of Directors facilitates communications between directors and employees, stockholders and other interested parties.
To contact the Board, write to:
American Airlines Group Inc.
The Board of Directors
P.O. Box 619616, 8B503
Dallas/Fort Worth International Airport, Texas 75261-9616