2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 390 PAY RATIO PAY RATIO Pursuant to Item 402(u) of Regulation S-K and Section 953(b) of the Dodd-Frank Act (together with any SEC guidance issued thereunder, the “pay ratio rules”), presented below is the ratio of annual total compensation of our CEO to the annual total compensation to our median employee (excluding our CEO). Median Employee Our median employee is a First Officer flying one of our Boeing 747-400 aircraft. Company crew member salaries are determined under a collective bargaining agreement, which is currently under renegotiation. Seniority, performance, job skills and rank are some of the factors that go into determining crew member compensation. Pay Ratio The 2017 annual total compensation as determined in accordance with the applicable pay ratio rules for our CEO was $6,025,444. The 2017 annual total compensation as determined under the pay ratio rules for our median employee was $95,761. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for fiscal year 2017 is 62.9 to 1. Measurement Process The ratio is calculated in a manner consistent with the pay ratio rules. In identifying our median employee, we calculated the annual total compensation of each of our employees and our consolidated subsidiaries for the 12 month period that ended on December 31, 2017. Total compensation for these purposes included base wages or salary, any applicable bonuses or profit sharing plan payouts and any other taxable elements of compensation and was calculated using IRS Form W-2 data supplemented with internal payroll and HR records. We did not apply any cost-of-living adjustments as part of the calculation. We selected the median employee based on approximately 2,856 full-time, part-time and temporary workers who were employed as of December 31, 2017, which number excludes all employees located outside of the United States (91 individuals; 36 in Hong Kong, 10 in the United Kingdom, 12 in the United Arab Emirates, 3 in Germany, 3 in South Korea, 1 in Luxembourg, 6 in Japan, 4 in Australia, 3 in the Netherlands, 5 in Chile, 4 in Brazil, and 4 in Singapore). These persons were excluded pursuant to the de minimis exemption provided under the pay ratio rules. For full-time and part-time employees who were hired in 2017 but did not work the full year, we annualized their compensation but did not make any full-time equivalent adjustments. We did not include independent contractors in our determination. The detailed process through which our Compensation Committee determines our executive compensation, including our CEO’s compensation, is detailed in pages 26-28 and our Compensation and Discussion and Analysis section. Atlas Air Worldwide Holdings, Inc. 2018 Notice & Proxy Statement | 63 ATLAS AIR WORLDWIDE HOLDINGS, INC.