FINANCE COMMITTEEFinance Committee

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PERSONNELPersonnel & COMPENSATION COMMITTEECompensation Committee

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SAFETYSafety & SECURITY COMMITTEESecurity Committee

All members of the Audit, Corporate Governance, Finance and Personnel & Compensation Committees are non-employee directors who are independent, as defined in the New York Stock Exchange (NYSE) listing standards and Delta’s director independence standards. In addition, the members of the Audit Committee and the members of the Personnel & Compensation Committee satisfy the additional independence requirements set forth in rules under the Securities Exchange Act of 1934 (the 1934 Act).

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Board Refreshment Process

The Corporate Governance Committee recommends to the Board of Directors nominees for election to the Board.

DeltabelieveseachcurrentnomineefortheBoardofDirectorshasthefollowingattributes:

The Committee seeks nominees who have the skills and experience to assist management in the operation of Delta’s business and to provide input on Delta’s strategy, among other matters. The Committee is also committed to continuing the enhancement of the diversity of the Board. In accordance with Delta’s Corporate Governance Principles, the Committee and the Board assess potential nominees (including incumbent directors) based on factors such as the individual’s business experience, character, judgment, diversity of experience, international background and other matters relevant to the Board’s needs and objectives at the particular time. Independence, financial literacy, and the ability to devote significant time to Board activities and to the enhancement of the nominee’s knowledge of Delta’s business are also factors considered for Board membership.

. In its succession planning role, the Committee regularly considers potential candidates for the Board in light of the company’s new and evolving risks, strategies and operations. While the Board does not have a specific policy with respect to diversity, the Board and Corporate Governance Committee recognize that the members of the Board should represent the diversity of Delta’s customers, employees and management. The Committee balances the desire for continuity on the Board with the benefits of fresh perspectives and additional experiences to align with the changing business.operations as follows:

The Committee retains third-party search firms from time to time to assist in identifying and preliminarily screening potential Board members who have experience that would complement and enhance the current Board.

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Board and Committee Evaluation Process

For many years our Board of Directors and each of its committees have annually engaged in comprehensive self-evaluations. The Corporate Governance Committee oversees the evaluations and re-examines the process for the Board and Board committee evaluations each year. For the 2019 evaluation, the Chief Legal Officer spoke individually with each Board member to discuss specific topics, such as issues of importance to the Board for 2020, strategic planning, succession planning and key attributes of new directors, and to obtain his or her assessment of Board and committee performance, functioning and operations during the year. These discussions also allowed time for engagement with each director on any other topic he or she desired to discuss. The comments of the directors were compiled on an anonymous basis and reviewed by the Board and the Board committees in executive sessions. The Chairman of the Board and the chairs of the committees address follow-up matters from the evaluations. These included continuing focus on strategy, cybersecurity, sustainability, risk management and investments, as well as operational matters, among other items.

The Board believes this annual evaluation process supports its effectiveness and continuous improvement.

Back to ContentsRisk Management

Board Oversight of Risk Management

The Board of Directors has ultimate responsibility to oversee Delta’s enterprise risk management program (ERM). HeadedCoordinated by the Vice President —head of Delta’s Corporate Audit & Enterprise Risk Management department, the ERM program instills a heightened awareness of risk management throughout Delta, identifies and categorizes risks and monitors the progress of enterprise risk mitigation plans. The role of ERM is to provide a risk management framework with cross functionalcross-functional alignment to enable risk informed decision-making through identification and categorization of risks and monitoring the progress of enterprise risk mitigation plans.

The Board discusses risk throughout the year, particularly when reviewing operating and strategic plans and when considering specific actions for approval. Depending on the natureThe Board’s oversight of risk management is managed through delegation to each of the risk, the responsibility for oversight of selected risks may be delegatedBoard’s committees with regular reporting to appropriate committees of the Board, with material findings reported to and discussed with the full Board. Delegations of risk oversight by the Board include:

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The Audit Committee reviews the ERM framework at the enterprise level; reviews management’s process for identifying, managing and assessing risk; oversees the management of risks related

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Back to the integrity of the consolidated financial statements, internal control over financial reporting, the internal audit function, and legal and regulatory matters.

The Board delegated to the Audit Committee oversight of risks related to cybersecurity and the security and operations of the information technology systems. Members of the Audit Committee receive internal and external training on cybersecurity risks, and an experienced cybersecurity professional, David DeWalt, is a member of the Audit Committee and has been a Delta director since 2011.Contents

The Executive Vice President-Chief Information Officer and the Vice President-Chief Information Security Officer and their staffs regularly report to the Audit Committee on cybersecurity and information technology risks and initiatives.

Management’s Role

Delta’s ERM process is a journey of continuous improvement and iteration to meet the evolving needs of our business. Leaders of the business divisions, working closely with the ERM leader, have responsibility for risk identification, development of business risk mitigation plans, and monitoring and reporting progress of their implementation. The corporate safetyDelta’s leadership structure, combined with the roles of the Board, its committees, and security department oversees the Risk Council, provide appropriate leadership for effective risk management process for risks related to customer, employee, aircraft and airport safety and security matters. Aoversight.

Risk Council

The Board of Directors believes that Delta’s leadership structure, combined with the roles of the Board, its committees, and the DRC, provide the appropriate leadership for effective risk oversight.

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Communications with Directors

Shareholders and other interested parties may communicate with our non-management directors by sending an e-mail to nonmgmt.directors@delta.com. We have established a link to this address on our Investor Relations website. Communications with directors may also be mailed to Delta’s Corporate Secretary at at:

Law Department
Delta Air Lines, Inc.,
Department 981 P.O. Box 20574,
1030 Delta Boulevard
Atlanta, Georgia, 30320. 30354
Attn: Corporate Secretary

Communications will be sent directly to the Chairman of the Board, as representative of the non-management directors, other than communications pertaining to customer service, human resources, accounting, auditing, internal control and financial reporting matters. Communications regarding customer service and human resources matters will be forwarded for handling by the appropriate Delta department. Communications regarding accounting, auditing, internal control and financial reporting matters will be brought to the attention of the Audit Committee Chair.chair.

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SHAREOWNERSHIP

Beneficial Ownership of Securities

Directors Nominees for Director and Executive Officers

The following table sets forth the number of shares of Delta common stock beneficially owned as of April 15, 2020,22, 2022, by each director and director nominee, each person named in the Summary Compensation Table in this proxy statement, and all directors and current executive officers as a group. Unless otherwise indicated by footnote, the owner exercises sole voting and investment power over the shares.shares listed.

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Beneficial Owners of More than 5% of Voting Stock

The following table provides information about the following entities known to Delta to be the beneficial owner of more than five percent of Delta’s outstanding common stock as of April 15, 2020.22, 2022.

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EXECUTIVECOMPENSATION

Note from the Chairman of the Personnel & Compensation Committee

In the last few years, we have shared with you a summary of the previous year’s highlights and the connection between Delta’s outstanding operational and financial performance and the compensation paid to our executives. Without question, 2019 was a successful year for Delta allowing us to pay out $1.6 billion in profit sharing to our front-line employees. But as our business has been disrupted and all of our lives have changed in 2020, I want to share with you the actions we have been and are taking on executive compensation in response to the crisis brought on by the COVID-19 pandemic.

As the rapid spread of COVID-19 became a pandemic, delivering a devastating blow to the company’s business, the Board and management of Delta took quick action with respect to current compensation to lead the way in preserving cash and bolstering liquidity. As of April 15, these actions have included:

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Ed Bastian, our CEO, forgoing his salary for six months beginning April 1;

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Members of our executive leadership team, including the named executive officers, taking a 50% pay cut for six months beginning April 1;

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All other officers taking a 50% pay cut for 90 days beginning April 1;

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Managing director- and director-level employees taking a 25% pay cut for 90 days beginning April 1; and

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Board members waiving their cash retainers for six months.

The core competitive strength of Delta has always been and will continue to be its people and values-based culture. In these times of uncertainty, more than ever, it will be our talent that sets us apart. During this crisis, the Board and I have once again witnessed the strength and commitment of Delta’s people, including our leadership team. We recognize the extraordinary efforts of this team in guiding the airline through this difficult period, and we have every confidence that those efforts will continue as the company moves out of the immediate crisis and begins the road toward recovery from its devastating impact to our business. Therefore, the ability to both retain our talented leaders and attract new ones when needed has been and will continue to be a strong focus for this committee.

Pay for performance has long been at the core of Delta’s compensation philosophy and our program has always placed a significant portion of our executive’s compensation at risk based both on the achievement of challenging business goals as well as the performance of our stock price. As a result of this structure and the impact of COVID-19, the compensation they have received over the past few years is worth significantly less than when it was awarded, declining by more than half of its grant date value.

In addition, the performance measures and goals we approved in early February 2020, especially under our annual incentive plan, no longer reflect our current reality. This crisis will not just affect Delta over the near-term; like many companies, our longer-term business strategies must also be carefully considered when we fully understand the extent of the impact. In the coming months, this Committee will need to reevaluate our incentive plans to ensure they reflect goals that focus our company and our leadership team on Delta’s path to recovery and a strong future.

Even though I will be retiring from the Board prior to the annual meeting, I leave knowing that the Committee is well positioned to support Delta and its employees during this time.

Thank you for your continued support of Delta.

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Compensation Discussion and Analysis

This section of the proxy statement describes the compensation of our named executive officers for 2019.2021. It also discusses how our executive compensation program reflects our compensation philosophy and objectives, including the importance of linking pay to performance.

20192021 Named Executive Officers

Effective July 19, 2021, Daniel C. Janki became Delta’s Chief Financial Officer. William C. Carroll and Garrett L. Chase concluded their service as Interim Co-Chief Financial Officers as of that date.

HUMAN CAPITAL MANAGEMENTExecutive Summary

We believestarted 2021 coming off one of the most difficult years in Delta’s history — a year in which we learned how to operate an airline through the ever-changing circumstances of a global pandemic. We understood that, like 2020, 2021 would not be predictable. We expected to see two distinct phases over the year. The first looking like 2020 with travel demand deeply depressed, and the second, when we reached a turning point with widely available vaccinations spurring the reemergence of travel.

Because of this uncertainty, we did not implement our traditional “Flight Plan,” which sets forth Delta’s short-term and long-term business goals, for 2021. Instead, we relied on the following guiding principles to drive our decisions over the year:

These principles successfully drove the airline in 2021. Our operational excellence and best-in-class service were recognized by travelers as J.D. Power’s No. 1 airline in customer satisfaction among airlines in North America. And, we ended the year being the only major U.S. airline to deliver profitability for the second half, allowing us to make a payment to our employees under the company’s broad-based profit-sharing program (Profit Sharing Program).

The progress Delta made in its recovery from the impact of the pandemic in 2021 is described in detail in the “Letter from the CEO,” “Letter from the Non-Executive Chairman of the Board” and the “Proxy Statement Summary” sections of this proxy statement.

Our Employee Commitment

Through mask mandates, new variants and pandemic fatigue, COVID-19 continued to be challenging to the airline industry in 2021. Our employees once again proved that Delta’s most important competitive advantage is its people. As a result of their resilience and dedication, we were ready to welcome back our approximately 90,000 employees who are the facecustomers as they steadily resumed air travel. During 2021, we returned all of our brand. Effectively attracting, engaging, developing, retainingpeople to full schedules and rewardingbegan rebuilding our people is a priority ofworkforce by welcoming approximately 11,000 new employees to Delta, and its Board of Directors. In February 2020, the Board approved updates to the Personnel & Compensation Committee’s charter to memorialize the Committee’s role in oversight of the policies and strategies relating to human capital management.

Our Employee Commitment

Delta delivered strong financial, operational and customer service results in 2019. This would not have been possible without the dedication and determination of our people. During 2019, we continuedwhile continuing our commitment to promotingpromote a culture of open, honest and direct communications making Delta a great place to work and building an environment that encouragesencompasses diversity, integrityequity and respect.inclusion.

In 2020, we have been humbled by the continued dedication and determination of our people in response to the challenges Delta is facing due to the COVID-19 pandemic. Not only have they graciously accepted a temporary reduction in work hours as we have had to reduce our operations, but 37,000 of our employees have volunteered to take unpaid leaves of absence ranging from 30 days to one year in duration. And we have supported them through this crisis as well in a variety of ways, including covering the cost of employee benefit premiums for unpaid leave takers, providing special COVID-19-related pay protection, and more. We have long known that our people and our culture are the foundations of our success and the sacrifices they have made during this time are a true testament to the Delta difference.

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	Supporting our People in 2021 We have asked a lot of our people which includes salaries, pension funding, healthover the last two years and welfare benefits, 401(k) plan contributions,they have risen to the Profit Sharingoccasion by consistently delivering the Delta Difference to our customers, communities and Shared Rewards Programs, training and travel benefits. Key actionseach other. Delta supported its employees during this crucial time in 2019 include:various ways, including:
		Prioritizing Health and Wellbeing Our number one priority through the pandemic has been the health and safety of our people. In February 2021, we welcomed Dr. Henry Ting to Delta as our Chief Health Officer—a first for a U.S. airline. In addition to our COVID-19 response and measures to protect employees, such as providing vaccines on-site at our largest employee centers, Dr. Ting and his team are conducting a top-down review of our health and wellness offerings to ensure we are supporting and elevating all aspects of employee wellbeing—physical, emotional, social and financial.
		Profit SharingPaying Profit-Sharing Program Paying $1.6 billionWe paid over $100 million in February 20202022 under the Profit Sharing Program in recognition of the achievements of our employees in meeting Delta’s financial targets in 2019 —that made Delta profitable for the largest in our history and the sixth consecutive year our employees received payouts exceeding $1 billion.second half of 2021.
	Maintaining the Shared Rewards Program Awarding $84We awarded $55 million under Delta’s broad-basedbroad based shared rewards program (Shared Rewards Program) based on the hard work of our employees in meeting key operational performance goals during 20192021 (on-time arrival, baggage handling, flight completion factors and net promoter score), recognizing that superior performance by our front-linefront line employees directly affects customer satisfaction.
	Defined ContributionContinuing our Commitment to Financial Wellness We recognized that the last two years have been challenging for our people not only physically and Defined Benefit Retirement Plans Contributingmentally, but also financially. In addition to helping our employees save for retirement by making over $2$890 million in company contributions to our 401(k) plans in 2021, Delta is making one-on-one financial coaching available to our domestic employees. In addition, Delta contributed $1.5 billion to Delta’s broad-based defined contribution and defined benefit retirement plans. This included $1 billion in excess contributions to our frozen defined benefit plans.
	Health and Wellness Benefits Investing more than $800 million in comprehensive health and wellness benefits. This included medical and dental benefits, amounts paid directly to employees through Delta’s incentive-based wellness program, as well as mental health benefits.

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In addition to these significant investments, we strive to make Delta a great place to work by listening to our employees so we can provide programs and resources that fully engage them, help them deepen their skill sets and further their careers at Delta. We are committed to creating a diverse and inclusive workforce, empowering professional growth and development and investing in our employees’ physical, emotional and financial health and wellness. We are also committed to internal pay parity based on role, qualifications, experience and merit.

These efforts have been recognized internally and, as shown below, externally. In a 2019 employee survey in which more than 37,000 Delta people participated (over 40% of Delta’s employees), 81% said they are happy to work at Delta.

Diversity, Equity and Inclusion

Our commitment to diversity, equity and inclusion is in pursuit of our goal to connect and reflect the world — bringing people together and representing the communities that Delta serves. We have committed to building a better future, fueled in large part by our focus on diversity, equity and inclusion. This goes beyond doing the right thing. It is imperative to our success.

In the midst of a global reckoning over racial inequity and injustice, we strengthened our commitment in 2020 to be an anti-racist and anti-discrimination organization that fosters our employees’ sense of belonging at Delta. In 2021, we accelerated our actions to close diversity gaps by increasing the representation of women and under-represented groups in senior leadership positions and doubling the number of Black officers and director-level employees by 2025 as compared to 2020. This progress, which falls under the oversight of the Personnel & Compensation Committee, is reported out regularly to the Board of Directors and made public twice a year.

See “Our Commitment to Our People” starting on page 9 for more information about Delta’s diversity, equity and inclusion efforts.

Talent Planning and Development

Talent planning and development are important at all levels within Delta—Delta — from the executive ranksour executives to our frontline employees. 2021 was a year like none other as we welcomed approximately 11,000 new employees to the organization and transitioned 40% of our leaders into new roles. This amount of transition was positive for our people, opening opportunities to progress their careers within the organization. To support this transition, we leaned on sound talent planning processes, a new and improved learning and development platform and additional leader training.

The Personnel & Compensation Committee continuedalso continues to make this effort a high priority in 2019 and it will be the highest priority in the months to come.place significant focus on executive talent planning. The Board of Directors is regularly updated on key talent indicators for our senior leaders, including recruiting, development and developmentsuccession planning programs. The Board members interact withThey are also exposed to potential future executive leaders through formal presentationsboard meetings and informal events.

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Executive Compensation in 2021

In 2020, the Personnel & Compensation Committee determined not to make changes to any outstanding short-term or long-term incentive awards, despite the pandemic negatively impacting award values significantly — ensuring our executives remained fully aligned with shareholders. It made that decision knowing it would have to develop a program for 2021 that rewards our executives’ leadership in the industry, continued focus on our recovery and Inclusion

As a global airline, we believe that our company must reflect the diversity of the world and serve as a model of inclusiveness. With a goalcommitment to strengthen our connections from the inside out, Delta’s diversity and inclusion strategy focuses on three strategic imperatives: seeking diversity, promoting inclusion and driving accountability. This effort is driven by Delta’s Diversity & Inclusion Council — a senior cross-divisional group that meets regularly to evaluate corporate and divisional metrics, programs and proposals that align with the company’s strategic imperatives.Delta. The Personnel & Compensation Committee overseesmet extensively with its compensation consultant and company management to consider how best to achieve these objectives within a set of guiding principles that adhere to our pay for performance compensation philosophy and comply with the company’s progresscompensation limitations of the CARES Act.

In setting the executive compensation program for 2021, the Personnel & Compensation Committee decided to maintain the program’s current elements, including retaining the general structure of our annual and long-term incentive plans. However, due to the continued uncertainty of the pandemic’s ongoing impact on our business and the complexity of determining performance goals in such an environment, the Committee made adjustments to better link compensation with performance through the expected stages of recovery, while ensuring the majority of compensation remained at risk. As indicated below, some of these changes were temporary for 2021 in consideration of the unique impact of the pandemic.

In addition to other actions taken by the Committee as described in this strategyCompensation Discussion and Analysis, the following actions were taken with respect to our annual and long-term incentive plans for 2021:

The Personnel & Compensation Committee reinstated the full twelve-month and three-year performance periods for our 2022 incentive plans.

The CARES Act

In April 2020, Delta entered into an agreement with the U.S. Department of the Treasury to receive emergency support through the payroll support program under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which totaled $5.6 billion. In January and April 2021, Delta and the Treasury Department entered into additional payroll support program agreements under the Consolidated Appropriation Act, 2021 and the American Rescue Plan Act of 2021 (with the initial agreement, referred to as the PSP Agreements). Collectively, these additional agreements provided approximately $6.4 billion in payroll support payments. All of the payroll support funds were required to be used exclusively for the payment of employee wages, salaries and benefits and were conditioned on Delta agreeing, among other things, to refrain from conducting involuntary employee layoffs or furloughs from the date of the agreement through September 30, 2021, or the date on which Delta has incorporated a diversity update as a standing meeting agenda item.expended all of the payroll support funds. In addition, Delta became subject to other restrictions, including certain limitations on executive compensation (CARES Act compensation limitations).

Under the CARES Act compensation limitations, the total compensation (as defined in the PSP Agreements) of our management employees whose total compensation exceeded $425,000 in 2019 is limited during any 12 consecutive month

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period beginning March 24, 2020 through April 1, 2023 to the total compensation the employee received in 2019. Additionally, for those individuals whose total compensation exceeded $3 million in 2019, the total compensation is limited to (1) $3 million plus (2) 50% of the excess over $3 million.

Delta has designed compliance processes for the CARES Act compensation limitations, including, in certain cases, making adjustments to the composition of an individual’s long–term incentive awards, and has provided periodic comprehensive reports to the Treasury Department, as required by the PSP Agreements.

Administration of the Executive Compensation Program

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Executive Compensation Philosophy and Objectives

Our executive compensation philosophy is to achieve Delta’s short-term and long-term business goals which we refer to as our Flight Plan, by closely linking pay to performance and by aligning the interests of all Delta people with the interests of our customers and shareholders. Based on this philosophy, the Personnel & Compensation Committee develops the executive compensation program to promote a pay for performance culture that:

Pay for Performance

Pay for performance is the foundation of our compensation philosophy for all employees, driving a strong sense of team work and continual improvement of business results. Our executive compensation program places a substantial portion of total compensation at risk. In 2019,2021, 94% of total target compensation for the Chief Executive Officer and 90% of total target compensation for the other named executive officers was contingent on Delta achieving ambitious financial, operational and customer service goals or varied withsubject to stock price performance. Furthermore, the majority of their total compensation is paid in Delta stock,equity-based, which, together with our stock ownership and retention guidelines, aligns the interests of management to the interest of shareholders.

The Personnel & Compensation Committee sets stretch performance goals under our annual and long-term incentive plans to drive Delta’s business strategy and to deliver value to our shareholders. Based on our strong performance in 2019, we paid 185.92% of target under our annual incentive plan and 144.74% of target under the 2017 long-term incentive program.

Our incentive plans closely align the interests of management with those of frontline employees in two respects. First, many of the same financial, operational and customer service performance measures are used in both our executive and broad-based employee compensation programs. Second, we have long structured both our annual and long-term incentive plansplan to ensure that executives do not receive their fullabove-target incentive payouts unless our people also receive payment under the Profit Sharing Program for the year.

 

Say on Pay Voting Results

At our 20192021 annual meeting, we asked shareholders for a non-binding “say on pay” advisory vote to approve the 20182020 compensation of the named executive officers. Similar to previous years, theThe holders of over 95%93% of the shares present and entitled to vote at the 20192021 annual meeting voted for approval of the compensation of the named executive officers. The Personnel & Compensation Committee took these results into account by continuing to emphasize our pay for performance philosophy utilizing challenging performance measures that provide incentives to deliver value to our shareholders.

 

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Corporate Governance and Compensation Practices

Our executive compensation program reflects corporate governance policies and compensation practices that are transparent and consistent with best practices. The following chart highlights the policies and practices we consider instrumental in driving company performance while mitigating risk, as well as the practices we avoid:

What We Do:	Aaa	What We Don’t Do:
	Subject officers’ incentive compensation to compensation clawback provisions
	Apply stock ownership and retention guidelines to executive officers and directors
	Follow objective, standardized criteria for the timing of equity award grants
	Include “double trigger” change in control provisions in our incentive awards
	Prohibit hedging and pledging of company stock by our employees
	Require a one-year minimum vesting period for performance-based awards under our equity compensation plan
	Fully disclose our incentive plan performance measures
	Engage with institutional investors regarding our executive compensation program

What We Don’t Do:
	No employment contracts
	No excise tax reimbursement for payments made in connection with a change in control
	No repricing, cash buyouts or share recycling of stock options and stock appreciation rights under our equity compensation plan
	No hedging or pledging of company stock No loss on sale for residence relocation protection for named executive officers
	No supplemental executive retirement or deferred compensation plans
	No company-provided: › personal club memberships › executive life insurance › home security › financial planning

Comparative Market Data and Peer Group

We believe peer group data should be used as a point of reference, not as the sole factor in our executive officers’ compensation. In general, the Personnel & Compensation Committee’s objective is for target total direct compensation opportunities to be competitive with the peer group, with individual variation based on the individual’s performance, experience and role within Delta.

Our peer group is composed of three major U.S. airlines and eighteen other companies in the hotel/leisure, transportation/ distribution, machinery/aerospace/defense and retail industries. We selected these industries because we believe it is important that our peer group have business characteristics that are similar to Delta’s, including revenue size, market capitalization, number of employees, operating margin and global presence. In order to retain and attract the talent we need, Delta must compete with these types of companies, and if the peer group was limited to the airline industry, we would have to include companies that are a fraction of the size and scope of Delta. The Personnel & Compensation Committee, in consultation with the compensation consultant and company management, reviews and considers changes to the composition of our peer group annually. There were no changes to the peer group in 2019.2021. The companies in our peer group are:

Airlines:	American Airlines Group Inc.	Southwest Airlines Co.	United ContinentalAirlines Holdings, Inc.
Hotel/Leisure:	Carnival Corporation & plc	Marriott International, Inc.
Transportation/ Distribution:	The Coca-Cola Company FedEx Corporation Norfolk Southern Corporation	PepsiCo, Inc. Sysco Corporation	Union Pacific Corporation United Parcel Service, Inc.
Machinery/ Aerospace/Defense:	The Boeing Company Honeywell International Inc.	L3L3Harris Technologies Inc. Textron Inc.	UnitedRaytheon Technologies Corporation
Retail:	Best Buy Co., Inc. The Home Depot, Inc.	Lowe’s CorporationCompanies, Inc.	Target Corporation

 

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Peer Group	Revenue ($)(1)	Market Capitalization ($)(2)	International Operations as Percentage of Revenue (%)(3)
75th Percentile	77,350	126,817	41
Median	44,514	57,794	29
25th Percentile	22,248	32,861	10
DELTA AIR LINES	47,007	37,681	29
Source: Standard & Poors Capital IQ
(1) Last 12 months from most recent quarter ended on or before December 31, 2019. In millions. (2) As of December 31, 2019. In millions. (3) As of the most recent fiscal year-end.

2019 Compensation Decisions

The following changes, which are discussed further below, were made to our executive compensation program in 2019:

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As part of our annual executive compensation review, in February 2019, the Personnel & Compensation Committee approved:

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An increase to Mr. Bastian’s base salary. Even with this increase, the base salaries for Mr. Bastian and our other executive officers remain positioned well below the market median; and

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Increases to the target award opportunities under the long-term incentive program for Mr. Bastian, Mr. Hauenstein and Mr. West to reward their continued leadership in achieving the Company’s outstanding financial and operational performance.

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In December 2019, the Personnel & Compensation Committee granted Mr. Carter a restricted stock award to recognize his achievements during the year.

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The Personnel & Compensation Committee approved changes to the 2019 annual incentive plan to calculate achievement based on an annual earned salary amount, consistent with the approach used to calculate payouts under the Profit Sharing Program for frontline employees.

InrecognitionoftheunprecedentedchallengesfacingDeltain2020asaresultoftheCOVID-19pandemic,Mr.Bastianis forgoing 100%ofhisbasesalaryforsixmonthsbeginningApril1,2020.Inaddition,theothernamedexecutiveofficersareforgoing50%oftheirbasesalariesforthesameperiod.

Peer Group	Revenue ($)(1)	Market Capitalization ($)(2)	International Operations as Percentage of Revenue (%)(3)
75th Percentile	79,474	161,960	40
Median	38,655	72,446	24
25th Percentile	17,814	25,358	8
DELTA AIR LINES	29,899	24,925	19
Source: Standard & Poor’s Capital IQ
(1) Last 12 months from most recent quarter ended on or before December 31, 2021. In millions. (2) As of December 31, 2021. In millions. (3) As of the most recent fiscal year-end

Elements of Compensation

Compensation elements for our executive officers include:

Type	Component	Objective
FixedCompensation	Base Salary	› Provides a fixed amount of compensation for performing day-to-day functions based on level of responsibility, experience and individual performance
Performance-BasedCompensation	Annual Incentive Plan	› Rewards short-term financial and operational performance on aan absolute and relative and absolute basis using pre-established performance criteria that support the Flight PlanDelta’s short-term business goals
	Long-Term Incentive Program	› Motivates management employees by linking incentives to our multi-year financial and customer service-related goals and rewarding long-term value creation measured by our stock price and return on capitalfree cash flow › Aligns with interests of shareholders, facilitates executive officer stock ownership and encourages retention of our management employees
Benefits	Health, Welfare and Retirement Benefit Plans	› Helps attract and retain highly qualified executives through a variety of employee benefits that demonstrates Delta’s overall commitment to the health and financial wellness of our employees

 

Delta does not have a specific compensation target for each element of compensation. As shown in the compensation mix charts on page 24,27, at-risk compensation is the largest portion of the total compensation opportunity for the Chief Executive Officer and the other named executive officers. The Personnel & Compensation Committee believes this is the appropriate approach for aligning the interests of the named executive officers and shareholders.

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The Personnel & Compensation Committee considers a number of factors, including competitive market data, internal equity, role and responsibilities, business and industry conditions, management succession planning and individual experience and performance in determining executive compensation. When making specific compensation decisions, the Personnel & Compensation Committee also reviews compensation “tally sheets” prepared by the compensation consultant. The tally sheets detail the total compensation and benefits for each executive officer, including the compensation and benefits the officer would receive under hypothetical termination of employment scenarios.

PERFORMANCE MEASURE SELECTIONPerformance Measure Selection

Consistent with our executive compensation philosophy, the Personnel & Compensation Committee selects performance measures to support our Flight Plan and to closely align the interests of the named executive officers with the interests of our key stakeholders. Recognizing that the performance measures used under our annual and long-term incentive plans may need to change over time to reflect evolving priorities, the Personnel & Compensation Committee, together with company management and the compensation consultant, evaluates the performance measures used in our incentive plans each year to ensure they remain consistent with Delta’s long-term strategic plan and our annual Flight Plan goals.

To achieveWithout our mission that no one better connects the world, the Company’s 2019traditional Flight Plan focusedfor 2021, the Personnel & Compensation Committee approached its performance measure evaluation with a focus on four core pillars: our people, our customers, our partnersrecovery and communities and our owners. Withfurther strengthening Delta’s culture ascompetitive advantages, with the foundation, our 2019 Flight Plan goals included being the airline of choice for customers, running the industry’s best operation, expanding Delta’s global reach, delivering industry-leading financial results and investing for the future. The mix ofobjective of:

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Utilizing absolute and relative performance measures includedto ensure Delta’s industry leadership operationally and financially

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Building on the customer service and safety initiatives instituted during the pandemic to drive relative premium revenue

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Encouraging sustainable revenue generation that enables disciplined investment and balance sheet restoration

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The Personnel & Compensation Committee believed that whether the motivation is to rebuild the airline to pre-pandemic levels or exceed record profit levels, the performance measures established in prior years continue to be the best indicators of Delta’s success and align the interests of the named executive officers with our 2019employees, customers and shareholders. Accordingly, the Personnel & Compensation Committee decided not to introduce any new performance measures under our annual and long-term incentive plans are distinctfor 2021. Rather, it reduced the total number of performance measures under both plans and demonstrate howretained those that (1) met the Committee’s objectives, (2) directed the named executive officers’ focus on driving financial recovery and maintaining operational excellence and (3) were less affected by volatile external factors.

In determining the appropriate performance measures for the 2021 incentive plans, the Personnel & Compensation Committee incorporatesexcluded those that would better measure the elementscompany’s performance once the airline returned to profitability and generated sustained operating cash flows. This resulted in the removal of our Flight Plan to drive performance.

We made changes to ourpre-tax income margin (measured against an airline peer group) under the annual incentive plan and return on invested capital under the long-term incentive performance measuresprogram. In addition, the total shareholder return modifier (relative to all other S&P 500 companies) in 2017the long-term incentive program was removed to support a focusaddress the disproportionate impact the pandemic has had on positive revenue growth and global alliances. Givenvarious industries included in the positive momentum in these areas over the last two years and their continued focus for future years, theS&P 500. The Personnel & Compensation Committee determined not to make any further changes tobelieved that superior performance in the retained performance measures for 2019.should ultimately produce sustainable long-term shareholder returns.

In setting the annual and long-term performance goals for each performance measure, the Personnel & Compensation Committee reviewshas traditionally reviewed our business plans and considersconsidered other factors, including our past variance to targeted performance, our historical performance, economic and industry conditions and the performance of other airlines. In certain cases, this analysis may causeDue to the continued economic uncertainty and lack of forward visibility on the duration and impact of the pandemic on our business, the Personnel & Compensation Committee established two separate performance periods (utilizing the same performance measures) for both the annual and long-term incentive plans. Further, for the same reasons, the Committee implemented target ranges for the majority of the performance measures. This allowed the Personnel & Compensation Committee to set lower targets than in previous years. Webetter set challenging, but achievable goals including those(including some that are realizable only as a result of exceptional performance, for the company andperformance) that focus the named executive officers to driveon the achievement of ourcompany’s short- and long-term objectives.

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Annual Incentive Plan

2019 Flight Plan Objectives	Performance Measure	Description
Deliver Industry-Leading Financial Results *** Our Culture is the Foundation	Absolute FinancialPerformance — Pre-Tax Income	› Based onClosely aligned with the business plan targets approved each year bypresented to the Board of Directors as part of Delta’s annual operating plan › Also serves as the measure used under the Profit Sharing Program, thereby aligning the interests of Delta management with our people
Run the Industry’s Best Operation *** Our Culture is the Foundation *** Be the Airline of Choice for Customers	Operational Performance — Delta and Delta Connection	› Based on the broad-based Shared Rewards Program’s on-time arrival, baggage handling, flight completion and net promoter score goals, as well as on-time arrival and flight completion goals for our Delta Connection carriers › Satisfaction of these measures are determined based on achievement of either internal goals or first place performance relative to airline peers (other than net promoter scores)
Deliver Industry-Leading Financial Results *** Expand Delta’s Global Reach	Relative Financial — Annual Pre-Tax Income Margin	› Compares our pre-tax income margin relative to our airline peers. The Personnel & Compensation Committee has determined that using pre-tax margin better evaluates the results of our equity investments in global airlines

Long-Term Incentive Program

2019 Flight Plan Objectives	Performance Measure	Description
Deliver Industry-Leading Financial Results	Total Revenue per Available Seat Mile (TRASM)	› A unit revenue measure that includescomprised of passenger revenue, revenue from our ancillary businesses and other revenue sources as well as passenger revenue › Encourages focus on developing distinctive approaches to achieving top-line revenue growth while emphasizing disciplined capacity growth and revenue management
Be the Airline of Choice for Customers	Customer Service Performance	› Based on Delta’s domestic and international net promoter scores, this measure further emphasizes the importance of earning and maintaining customer preference and loyalty › Due to the level of global travel restrictions that continue to impact international travel, this measure was limited to Delta’s domestic net promoter scores
Invest for the FutureFree Cash Flow	Return on Invested Capital	› DeterminedEncourages focus on an after-tax basislong-term revenue and calculated using gross (rather than net) debt, which discourages the holdingmargin growth and is a measure of excess cash
Deliver Industry-Leading Financial Results	Relative Total Shareholder Return	› Compares our long-term total shareholder return relative to all other S&P 500 member companiesbusiness resilience

 

BASE SALARYBase Salary

The Personnel & Compensation Committee reviews the base salaries of our executive officers annually. There is no set schedule for base salary increases. The Personnel & Compensation Committee approved a base salary increase for Mr. Bastian effective February 1, 2019, to $950,000. This change was based on individual performance, internal parity considerations and a competitive market review. Even with this increase, the base salaries of our Chief Executive Officer and our other named executive officers remain below the median of the peer group for their respective positions.

In recognition of the unprecedented challenges facing Delta in 2020, as a result of the COVID-19 pandemic, Mr. Bastian is forgoing 100% of hisour named executive officers each agreed to temporarily reduce their base salarysalaries for sixnine months beginning April 1 2020. In addition, the other(100% reduction for Mr. Bastian and 50% for Mr. Hauenstein and Mr. Carter). Effective January 1, 2021, their base salaries were reinstated to 2020 levels with none of our named executive officers are forgoing 50% of their base salaries for the same period.receiving a salary increase in 2021.

 

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ANNUAL INCENTIVEAnnual Incentive

The 20192021 Management Incentive Plan (2019(2021 MIP) links pay and performance by providing management employees with a compensation opportunity based on Delta’s achievement of certain Flight Planshort-term business goals in 2019.2021. The 20192021 MIP also aligns the interests of Delta management and employees by using metrics that are consistent with the goals that drive payouts under Delta’s Profit Sharing and Shared Rewards Programs.

Typically, payments under the 20192021 MIP are provided in cash, however,cash. However, to provide further alignment between our executive officers and our people, the executive officers’ 20192021 MIP awards are subject to the following conditions if there is no Profit Sharing Program payout to employees for the year:

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The actual MIP award, if any, will be capped at the target award opportunity, even if Delta’s performance for operational and relative financial goals exceeds the target level.

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Any awards earned by executive officers will be made in restricted stock that will not vest until there is a payment under the Profit Sharing Program or under certain termination of employment scenarios.

The 2021 MIP was divided into two separate six-month performance periods, with each period accounting for 50% of the total 2021 MIP award opportunity. The following chart shows the performance measures for the named executive officers under the 20192021 MIP and the actual performance for each measure in 2019.for 2021.

 

(1)

This column reflects the percentage of the target award earnedachieved after application of the performance measure weightings.weightings applicable to the named executive officers.

(2)

“Pre-tax income” as defined in Delta’s broad-based Profit Sharing Program, means Delta’s annual consolidated pre-tax income calculated in accordance with GAAP and as reported in Delta’s SEC filings, but excluding (a) asset write downs related to long-term assets; (b) gains or losses with respect to special, unusual, or nonrecurring items; and (c) expense accrued with respect to any employee profit sharing plan, program or similar arrangement.

(3)

For purposes of the 2019 MIP, the Industry Group consists of Alaska Airlines, American Airlines, JetBlue Airways, Southwest Airlines and United Airlines.

 

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The target award opportunities under the 20192021 MIP which have not changed since 2016, are expressed as a percentage of each participant’s base salary. For this purpose, beginning with the 2019 MIP, a participant’s base salary will be his or her actual base salary earned during the year, ratherother than theMr. Janki, whose 2021 MIP award was based on his annualized base salary in effect at the end of the calendar year.salary. The Personnel & Compensation Committee made this change to better align with how payouts are calculated under our broad-based Profit Sharing Program. The Committee determined the target award opportunities taking into consideration the peer group comparison, the Chief Executive Officer’s recommendations for executive officers other than himself and input from the compensation consultant. The 2020 target award opportunities were maintained for Mr. Bastian, Mr. Hauenstein and Mr. Carter in 2021. The target cash compensation opportunities (base salary and MIP) for our named executive officers remain generally beloware in alignment with the peer group median.

Summarized in the table below are the 20192021 MIP awards earned by each named executive officer. Because there was a payout under the Profit Sharing Program for 2019,2021, payments under the 20192021 MIP were made in cash.

 

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Named Executive Officer	Base Salary*		Target Award (as % of base salary)	Target Award		Percentage of Target Award Earned		Total 2021 MIP Award
Mr. Bastian	$	950,000	200%	$	1,900,000	93.75%		$	1,781,250
Mr. Hauenstein	$	700,000	175%	$	1,225,000	93.75%		$	1,148,438
Mr. Bellemare	$	609,375	150%	$	914,063	93.75%		$	856,934
Mr. Carter	$	550,000	150%	$	825,000	93.75%		$	773,438
Mr. Janki	$	650,000	175%	$	1,137,500	93.75%		$	1,066,406

 

Named Executive Officer	Base Salary		Target Award (as % of base salary)	Target Award		Percentage of Target Award Earned		Total 2019 MIP Award
Mr. Bastian	$	945,833	200%	$	1,891,667	185.92%		$	3,516,987
Mr. Hauenstein	$	700,000	175%	$	1,225,000	185.92%		$	2,227,520
Mr. West	$	700,000	175%	$	1,225,000	185.92%		$	2,227,520
Mr. Jacobson	$	550,000	150%	$	825,000	185.92%		$	1,533,840
Mr. Carter	$	550,000	125%	$	687,500	185.92%		$	1,278,200

*

Reflects base salary earned during 2021, except for Mr. Janki, whose 2021 MIP award was based on his annualized base salary

LONG-TERM INCENTIVESLong-Term Incentives

20192021 Long-Term Incentive Program

The 20192021 Long-Term Incentive Program (2019(2021 LTIP) links pay and performance by providing management employees with a compensation opportunity that aligns the interestinterests of management and shareholders, with a large portion contingent upon Delta’s financial, customer service and stock price performance over a three-year period. The performance measures and goals are the same for the Chief Executive Officer, the other named executive officers and all other participants in this program.

The 20192021 LTIP target awards are the largest component of each executive officer’s compensation opportunity. The Personnel & Compensation Committee determined the target award opportunities so each participant’s total direct compensation opportunity is competitive with the peer group. The 2020 target award levels for the named executive officers were maintained, except for Mr. Carter. Mr. Carter’s target award opportunity under the 2021 LTIP was increased to recognize his significant contributions in implementing the company’s strategic initiatives.

TheUnder the 2021 LTIP, Mr. Bastian and Mr. Hauenstein received an award opportunity consisting of 34% performance awards, 33% restricted stock and 33% stock options, Mr. Carter received 25% performance awards, 58% restricted stock and 17% stock options, and the remaining named executive officers received 38% performance awards, 37% restricted stock and 25% stock options. These award allocations shown below were selected to balance the incentive opportunity between Delta’s financial performance relative to other airlines, internal company performance and stock price performance. This mix and the other terms of the 20192021 LTIP are intended to balance the performance and retention incentives with the volatility of airline stocks.

 

Performance Awards

Performance awards are dollar-denominated long-term incentive opportunities payable in Delta stock to executive officers and in cash to other participants. The chart oncash. Performance during the award’s three-year performance period is measured over the following page shows the range of potential paymentstwo separate periods: (1) January 1, 2021 – December 31, 2021 and (2) January 1, 2022 – December 31, 2023. One-third of the named executive officer’s target performance awards based onaward is allocated to the 2019 LTIP’s fourfirst performance measures overperiod and the three-year period ending December 31, 2021.remaining two-thirds is allocated to the second performance period. Any payouts under this award, including amounts earned under the first performance period in 2021, will occur in 2022.2024.

The following chart shows the three performance measures for the named executive officers for the first performance period and the actual performance for each measure in 2021.

 

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YEAR 1 OF 2021 LTIP

 

(1)

For purposes of the 20192021 LTIP, the Industry Group consists of: Alaska Airlines, American Airlines, JetBlue Airways, Southwest Airlines and United Airlines.

 

In February 2022, the Personnel & Compensation Committee approved the performance measures for the second performance period. The following chart shows the range of potential payments of the performance awards based on the 2021 LTIP’s three performance measures over the second performance period.

YEARS 2-3 OF 2021 LTIP

(1)

For purposes of the 2021 LTIP, the Industry Group consists of: Alaska Airlines, American Airlines, JetBlue Airways, Southwest Airlines and United Airlines.

Restricted Stock

The 20192021 LTIP provides that restricted stock will vest in three equal installments, as follows: 50% on February 1, 2020,2022 and 25% on each of February 1, 20212023 and February 1, 2022,2024, subject to forfeiture in certain circumstances. Restricted stockBecause these awards were granted while Delta is restricted from paying dividends under the CARES Act, they are not eligible for dividends, buteven if dividends will not become payable until the restrictions on the underlying stock lapse.are later paid while these awards remain unvested. The value of a participant’san individual’s restricted stock award will depend on the price of Delta stock when the award vests.

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Stock Options

Stock options are inherently performance-based, as they provide realized value only if the stock price appreciates. Nevertheless, the Personnel & Compensation Committee added a performance hurdle based on employees receiving a payout under the Profit Sharing Program to further align our named executive officers’ interests with the interests of our people. The 20192021 LTIP generally provides that the performance stock options will become exercisable on the vesting dates describedvest in the chart below, subject to the achievement of the following performance measures:

Performance Measure		Vesting Dates
Employees receive a payout under the Profit Sharing Program for 2019	1⁄3 of performance stock option award	February 1, 2020
	1⁄3 of performance stock option award	February 1, 2021
	1⁄3 of performance stock option award	February 1, 2022
If there is no Profit Sharing Program payout for 2019, but employees receive a payout under the Profit Sharing Program for 2020	2⁄3 of performance stock option award	February 1, 2021
	1/3 of performance stock option award	February 1, 2022
Employees receive no Profit Sharing Program payout for either 2019 or 2020	The entire performance stock option award will be forfeited (even if employees receive a payout under the Profit Sharing Program for 2021).

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Because our people received a payout under the Profit Sharing Program for 2019, one-third of the named executive officers’ performance stock options vested and became exercisable on February 5, 2020 (the date on which the Personnel & Compensation Committee certified the performance measure was satisfied) and the remaining two-thirds will vest inthree equal installments on each of February 1, 20212022, February 1, 2023 and February 1, 2022, subject to forfeiture in certain circumstances.2024.

For additional information about the vesting and possible forfeiture of the 20192021 LTIP awards, see “Post-Employment Compensation—Potential Post-Employment Benefits upon Termination or Change in Control—Long-Term Incentive Programs” on page 43.47.

The 20172019 Long-Term Incentive Program Payouts

In 2017,2019, the Personnel & Compensation Committee granted the named executive officersMr. Bastian, Mr. Hauenstein and Mr. Carter performance awards under the 20172019 Long-Term Incentive Program (2017(2019 LTIP). We reported these award opportunities in our 20182020 proxy statement.

The performance awards were denominated in cash but paid in shares of Delta stock to the named executive officers. The payout of these award opportunities is based on the total revenue per available seat mile (TRASM) relative to the performance of an industry peer group, Delta’s customer service performance, return on invested capital and total shareholder return relative to all other S&P 500 companies over the three-year performance period ended December 31, 2019.2021.

Summarized in the chart below are the performance results certified by the Personnel & Compensation Committee for the performance awards under the 20172019 LTIP and the resulting percentage of target award opportunity earned:

 

2019 LTIP PAYOUT

 

(1)

This column reflects the percentage of the target award earned after application of the performance measure weightings.

 

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The 2020 Long-Term Incentive Program - Performance Stock Options

In 2020, the Personnel & Compensation Committee granted Mr. Bastian, Mr. Hauenstein and Mr. Carter performance stock options under the 2020 Long-Term Incentive Program (2020 LTIP). We reported these award opportunities in our 2021 proxy statement.

Under the 2020 LTIP, the performance stock options will become exercisable based on a time-based vesting schedule subject to employees receiving a payout under the Profit Sharing Program for 2020 or 2021. There was no profit sharing payment made for 2020 and the performance stock options remained unvested.

Because our people received a payout under the Profit Sharing Program for 2021, two-thirds of the applicable named executive officers’ performance stock options vested and became exercisable on February 9, 2022 (the date on which the Personnel & Compensation Committee certified the performance measure was satisfied) and the remaining one-third will vest on February 1, 2023.

Sign-On Awards

In connection with the hiring of Mr. Bellemare and Mr. Janki, each were provided with a one-time cash signing bonus and initial equity award consisting of time-based restricted stock to replace forfeited opportunities and as an inducement to join Delta. These sign-on awards were an important part of their total compensation package, which was essential to the successful recruitment of these individuals. The awards set forth below were paid or granted shortly following the commencement of their employment.

Named Executive Officer					Sign-On Bonus(1)	Initial Equity Award(2)
Mr. Bellemare					$1,000,000	$3,000,000
Mr. Janki					$1,500,000	$4,500,000

(1)

The sign-on bonus is subject to the following repayment conditions: if the executive’s employment is terminated by Delta for cause or by the executive without good reason (a) on or before the first anniversary of the applicable hire date, he will repay the entire after-tax portion of the signing bonus or (b) after the first anniversary but before the second anniversary of the hire date, he will repay the after-tax portion of one-half of the signing bonus.

(2)

The initial equity awards will vest in equal installments on the first, second and third anniversaries of the executive’s hire date, subject generally to the executive’s continued employment. For additional information about the possible forfeiture of these initial equity awards, see “Post-Employment Compensation—Potential Post-Employment Benefits upon Termination or Change in Control—Long-Term Incentive Programs” on page 47.

Benefits

Our named executive officers participate in the same ongoing retirement plans as our frontline employees, including a defined contribution plan and, for certain officers, a frozen defined benefit pension plan. We do not provide any supplemental executive retirement plans or deferred compensation plans. The named executive officers also receive the same health and welfare benefits

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provided to all Delta employees, except for basic life insurance coverage, which all other employees receive and our officers do not. In addition, Delta requires officers to regularly complete a comprehensive physical examination. Delta pays the cost of this examination. Every domestic full-time Delta employee is eligible for a free physical under the company’s health plans. Other than eligibility for flight benefits (for the executive officer, immediate family members and other designees and, in certain circumstances, the executive officer’s surviving spouse), Delta provides no perquisites to any of our officers. Delta provides certain flight benefits to all employees and eligible retirees and survivors. These benefits are a low-cost, highly valued tool for attracting and retaining talent and are consistent with industry practice. See the Summary Compensation Table and the related footnotes beginning on page 3638 for information regarding benefits received in 20192021 by the named executive officers.

Risk Assessment

The Personnel & Compensation Committee requested its consultant, FW Cook conduct a risk assessment of Delta’s executive compensation program. Based on this review, FW Cook determined that the executive compensation program does not encourage unnecessary risk-taking, and the Personnel & Compensation Committee and company management agree with this assessment. The Personnel & Compensation Committee notes the executive compensation program includes: (1) a compensation clawback policy for officers; (2) stock ownership and retention guidelines for executive officers; (3) incentive compensation capped at specified levels; (4) an emphasis on longer-term compensation; (5) use of multiple performance measures, both annual and long-term; and (6) an anti-hedging and anti-pledging policy for all employees. These features are designed to align the interests of executives with preserving and enhancing shareholder value.

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Executive Compensation Policies

The Personnel & Compensation Committee monitors the continuing dialogue among corporate governance experts, securities regulators and related parties regarding best practices for executive compensation. Delta’s executive compensation policies, described below, are consistent with our executive compensation philosophy, align with shareholder interests and foster responsible behavior.

CLAWBACK POLICYClawback Policy

The compensation clawback policy holds officers accountable in the event of wrongful conduct. Under this policy, if the Personnel & Compensation Committee determines an officer has engaged in fraud or misconduct that requires a restatement of Delta’s financial statements, the Personnel & Compensation Committee may recover all incentive compensation awarded to or earned by the officer for fiscal periods materially affected by the restatement. For this purpose, incentive compensation includes annual and long-term incentive awards and all forms of equity compensation.

STOCK OWNERSHIP GUIDELINESStock Ownership Guidelines

Under Delta’s rigorous stock ownership guidelines, executive officers are required to own a substantial number of shares of Delta stock as shown below:indicated in the following table:

	Shares Equal to a Multiple of Base Salary	OR	Shares
Chief Executive Officer	8x		400,000
President/Senior Executive Vice President	6x		200,000
Executive Vice Presidents	4x		150,000

 

 

Executive officers must achieve the applicable ownership level within five years of the date they become subject to the guidelines. Each executive officer must hold at least 50% of all net shares received through restricted stock vesting or realized through stock option exercises until the applicable stock ownership guideline is achieved. For this purpose, “net shares” means all shares retained after applicable withholding of any shares for tax purposes. Stock ownership does not include shares an executive officer has the right to acquire through the exercise of stock options. The stock ownership of our executive officers is measured based on the three-month average of the closing price of Delta stock on the NYSE. As of December 31, 2019,2021, all of our named executive officers exceeded their required stock ownership level.levels.

EQUITY AWARD GRANT POLICYEquity Award Grant Policy 

Delta’s equity award grant policy provides objective, standardized criteria for the timing, practices and procedures used in granting equity awards. Under this policy, the Personnel & Compensation Committee will consider approval of annual equity awards for management employees in the first quarter of the calendar year. Once approved, the grant date of these awards will be the later of (1) the date the Personnel & Compensation Committee approves the awards and (2) the third business day following the date on which Delta publicly announces its financial results for the most recently completed fiscal year. Equity awards for new hires, promotions or other off-cycle grants may be approved as appropriate and, once approved, these awards will be made on the later of (1) the date on which the grant is approved and (2) the third business day following the date on which Delta publicly announces its quarterly or annual financial results if this date is in the same month as the grant.

ANTI-HEDGING AND ANTI-PLEDGING POLICYAnti-Hedging and Anti-Pledging Policy

Under Delta’s insider trading policy, employees and Board of Director members are prohibited from engaging in transactions in Delta securities involving publicly traded options, short sales and

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hedging transactions because they may create the appearance of unlawful insider trading and, in certain circumstances, present a conflict of interest. In addition, employees and Board of Director members are prohibited from holding Delta securities in a margin account or otherwise pledging Delta securities as collateral for a loan.

Compensation for Mr. Bastian

The Personnel & Compensation Committee evaluates Mr. Bastian’s performance and makes compensation decisions based on his delivery of the Flight Plan and his progress toward meeting Delta’s long-term business strategies. In 2019, Mr. Bastian led Delta to exceed its operational, customer-servicethrough a year that rivaled the challenges of 2020. The company began 2021 focused on transitioning the airline toward recovery, prioritizing safety, reliability and financial goals, while also advancingcustomer experience. Even with the company’s future success by developing our global relationships, upgrading our fleet, making technology a competitive advantageheadwinds of new virus variants and prioritizing the company’s diversity, inclusion and sustainability efforts.

The Personnel & Compensation Committee recognizedfrequently changing travel restrictions, under Mr. Bastian’s leadership, Delta ended 2021 profitable for the second half, delivering industry-leading operational performance by increasingand achieving levels of customer satisfaction that exceeded 2019 levels.

While recognizing his target award opportunity under the 2019 LTIP to $12.5 million. This change is consistent with our pay for performance philosophy and provides incentive for him to focus on long-term improvementsexceptional achievements in company performance that will lead to greater shareholder value. The actual payout Mr. Bastian realizes on his 2019 LTIP award will depend upon achievement of the plan’s performance measures and stock price performance over the three-year performance period ending in 2021. In addition, after also reviewing market and internal equity factors,2021, the Personnel & Compensation Committee increasedmade no changes to Mr. Bastian’s base salarycompensation in 2021. In accordance with our executive compensation philosophy and to $950,000, effective February 1, 2019. With these changes, Mr. Bastian’s total compensation is withincontinue the median rangealignment of the peer group.

In recognitioninterests of the unprecedented challenges facing Delta in 2020 as a result of the COVID-19 pandemic, Mr. Bastian is forgoing100% of his base salary for six months beginning April 1, 2020.

Asand our shareholders, the following graphs illustrate, a substantial percentagevast majority of Mr. Bastian’s compensation is at-riskopportunity continues to be at risk and concentrated in equity-based awards.

dependent on company and stock price performance.

See the Summary Compensation Table and the related footnotes beginning on page 3638 for additional information about Mr. Bastian’s compensation.

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Post-Employment Compensation

Our executive officers do not have employment contracts, supplemental executive retirement plans, deferred compensation plans or change in control agreements. They are eligible to receive certain benefits in the event of specified terminations of employment, including as a consequence of a change in control. The Personnel & Compensation Committee believes these provisions strengthen the alignment of the executives’ compensation with future company performance. The severance benefits and the forfeiture provisions under our long-term incentive programs for the named executive officers are described in “Post-Employment Compensation — Compensation—Potential Post-Employment Benefits upon Termination or Change in Control” beginning on page 42.46.

Tax and Accounting Impact and Policy

The financial and tax consequences to Delta of the executive compensation program are important considerations for the Personnel & Compensation Committee when analyzing the overall design and mix of compensation. The Personnel & Compensation Committee seeks to balance an effective compensation program with an appropriate impact on reported earnings and other financial measures.

Internal Revenue Code Section 162(m) limits deductions for certain compensation to any covered executive to $1 million per

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year. Prior to 2018, this limitation did not apply to the chief financial officer or compensation that met the tax code requirements for qualifying year, including performance-based compensation. ChangesThe inclusion of performance-based awards in the tax law effective January 1, 2018, expanded the limitation on deductibility to include the chief financial officer and eliminated the performance-based exception (except in the case of certain arrangements in place as of November 2, 2017). The elimination of the performance-based exceptionannual limit has not altered the Personnel & Compensation Committee’s commitment in this area because pay for performance is a foundational principle of our executive compensation philosophy.

Equity awards granted under our executive compensation program are expensed in accordance with Statement of Financial Accounting Standards Codification Topic 718, Stock Compensation.

Compensation Committee Report

The Personnel & Compensation Committee has reviewed and discussed with Delta management the Compensation Discussion and Analysis and, based on such review and discussion, the Personnel & Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

THE PERSONNEL & COMPENSATION COMMITTEE

DanielSergio A. Carp,L. Rial, Chair
Francis S. Blake
Jeanne P. Jackson
George N. Mattson
Sergio A. L. Rial
David S. Taylor

Compensation Committee Interlocks and Insider Participation

None of the members (member of the Personnel & Compensation Committee is a former or current officer or employee of Delta or has any interlocking relationships as set forth in applicable SEC rules.until April 20, 2022)
Kathy N. Waller

 

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Executive Compensation Tables

The table below contains information about the compensation of the following named executive officers during 2019:2021: (1) Mr. Bastian, Delta’s principal executive officer; (2) Mr. Jacobson,Janki, Delta’s principal financial officer; andofficer effective July 19, 2021; (3) Mr. Hauenstein, Mr. WestBellemare and Mr. Carter, who were Delta’s three other most highly compensated executive officers on December 31, 2019.2021; and (4) Mr. Carroll and Mr. Chase, who served as Delta's principal financial officers until July 18, 2021.

AsofthepublicationofthisProxyStatement,Delta’sstockpricehasdeclinedsignificantly,alongwiththeairlineindustryasawhole,duetothesudden,precipitousreductioninairlinetravelcausedbytheCOVID-19pandemic.Asrequiredbyapplicableregulations,theamountsshowninthe“StockAwards”and“OptionAwards”columnsbelowfor2019arebasedontheclosingpriceofDeltacommonstockof$50.52onFebruary6,2019,theaward’sgrantdate.AsofApril15,2020,theclosingpriceofDeltacommonstockwas$24.35pershare.Thisstockpricedeclinehasreducedthestatedvalueofthestockandoptionawardsbyalmost52percent.Atthistime,alloutstandingperformancestockoptionsfrom2019andprioryearawardshavezerointrinsicvalue.

Summary Compensation Table

Name	Year	Salary ($)	Bonus ($)	Stock Awards ($)(1)(2)(3)	Option Awards ($)(1)(4)	Non-Equity Incentive Plan Compensation ($)(5)	Change in Pension Value and Nonqualified Deferred Compensation earnings ($)(6)	All Other compensation ($)(7)		Total ($)(8)
Edward H. Bastian Chief Executive Officer	2019	945,833	-	8,375,463	4,125,096	3,516,987	33,393	328,606		17,325,379
	2018	891,667	-	7,705,118	3,795,014	2,277,090	-	313,559		14,982,448
	2017	800,004	-	6,700,177	3,300,030	2,119,531	32,292	253,669		13,205,703
Glen W. Hauenstein President	2019	700,000	-	4,522,932	2,227,509	2,227,520	-	239,872		9,967,833
	2018	693,750	-	4,020,040	1,980,072	1,549,686	-	220,252		8,463,800
	2017	625,000	-	4,020,106	1,980,082	1,448,891	-	153,110		8,227,189
W. Gil West Senior Executive Vice President & Chief Operating Officer	2019	700,000	-	4,522,932	2,227,509	2,227,520		208,756		9,936,717
	2018	693,750	-	4,020,040	1,980,072	1,549,686	-	198,813		8,442,361
	2017	625,000	-	3,937,615	1,312,597	1,448,891	-	167,087		7,491,190
Paul A. Jacobson Executive Vice President & Chief Financial Officer	2019	550,000	-	3,000,236	1,000,033	1,533,840	29,327	169,716		6,283,152
	2018	547,917	-	3,000,035	1,000,048	1,043,666	-	158,317		5,749,983
	2017	525,000	-	3,000,393	1,000,028	1,043,201	17,223	153,712		5,739,557
Peter W. Carter Executive Vice President & Chief Legal Officer	2019	550,000	-	2,350,193	700,056	1,278,200	-	159,010		5,037,459
	2018	545,833	-	1,912,657	637,529	869,722	-	151,433		4,117,174
	2017	500,000	-	1,912,683	637,602	827,938	-	139,990		4,018,213
(1)  The amounts in the “Stock Awards” and “Option Awards” columns do not represent amounts the named executive officers received or are entitled to receive. Rather, the reported amounts represent the aggregate fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (FASB ASC Topic 718), on the applicable grant date or, if earlier, the service inception date. The reported amounts do not reflect the risk the stock awards may be forfeited in certain circumstances; for awards subject to performance conditions, the risk there is no payout; or in the case of performance stock options, that there is no vesting because the performance conditions are not met. The fair value of restricted stock awards is based on the closing price of Delta common stock on the grant date.   The reported amounts for 2019, 2018 and 2017 in the “Stock Awards” column reflect award opportunities under Delta’s long-term incentive programs. For additional information, see footnotes 2 and 3 below. (2)  The 2019 Long-Term Incentive Program (2019 LTIP) provides our executive officers with a long-term incentive opportunity consisting of performance awards, performance stock options and restricted stock. The performance awards under the 2019 LTIP are denominated in dollars. The payouts, if any, earned by a named executive officer will be made in stock based on the achievement of pre-established performance measures over a three-year performance period. The restricted stock granted under the 2019 LTIP vests in equal installments on February 1, 2020, 2021 and 2022, subject to forfeiture in certain circumstances. See “Compensation Discussion and Analysis — Elements of Compensation — Long-Term Incentives” on page 30 for details about the 2019 LTIP.   The reported amounts for 2019 in the “Stock Awards” column include the fair value of the performance awards and restricted stock under the 2019 LTIP, computed in accordance with FASB ASC Topic 718 on February 6, 2019, the date the 2019 LTIP awards became effective and, in addition for Mr. Carter, the fair value of a restricted stock award, computed in accordance with FASB ASC Topic 718 on December 4, 2019, the date such award became effective.   See footnote 4 below for additional information regarding the performance stock options.

Name	Year	Salary ($)	Bonus ($)	Signing Bonus ($)	Stock Awards ($)(1)(2)	Option Awards ($)(1)(3)	Non-Equity Incentive Plan Compensation ($)(4)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)	All Other Compensation ($)(6)		Total ($)(7)
Edward H. Bastian Chief Executive Officer	2021	950,000	-	-	4,125,186	4,125,062	3,038,542	0	121,630		12,360,420
	2020	237,500	-	-	8,375,245	4,125,054	-	17,726	378,487		13,134,012
	2019	945,833	-	-	8,375,463	4,125,096	3,516,987	33,393	328,606		17,325,379
Glen W. Hauenstein President	2021	700,000	-	-	2,227,680	2,227,583	1,827,375	-	77,212		7,059,850
	2020	437,500	-	-	4,522,809	2,227,547	-	-	267,253		7,455,109
	2019	700,000	-	-	4,522,932	2,227,509	2,227,520	-	239,872		9,967,833
Alain M. Bellemare(8) Executive Vice President & President - International	2021	609,375	-	1,000,000	4,665,548	1,125,032	1,362,809	-	56,755		8,819,519
Peter W. Carter Executive Vice President & Chief Legal Officer	2021	550,000	-	-	2,697,084	775,092	1,121,929	-	74,932		5,219,037
	2020	343,750	-	-	2,325,177	775,037	-	-	174,086		3,618,050
	2019	550,000	-	-	2,350,193	700,056	1,278,200	-	159,010		5,037,459
Daniel C. Janki(8) Executive Vice President & Chief Financial Officer	2021	307,765	-	1,500,000	6,114,459	1,125,120	1,572,281	-	32,776		10,652,401
William C. Carroll(9) Senior Vice President & Interim Co-Chief Financial Officer	2021	475,000	875,000	-	420,077	150,092	485,833	-	70,475		2,476,477
	2020	296,875	-	-	850,475	150,079	-	-	114,539		1,411,968
Garrett L. Chase(9) Senior Vice President & Interim Co-Chief Financial Officer	2021	479,167	875,000	-	420,077	150,092	488,979	-	52,326		2,465,641
	2020	281,250	-	-	850,475	150,079	-	-	87,942		1,369,746

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2020 PROXY STATEMENT     36

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(3) (1) The amounts in the “Stock Awards” and “Option Awards” columns do not represent amounts the named executive officers received or are entitled to receive. Rather, the reported amounts represent the aggregate fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (FASB ASC Topic 718) on the applicable grant date or, if earlier, the service inception date. The reported amounts do not reflect the risk the stock and option awards may be forfeited in certain circumstances. The reported amounts for 2021, 2020 and 2019 in the “Stock Awards” and “Option Awards” columns, as applicable, primarily reflect award opportunities under Delta’s long-term incentive programs. For additional information, see footnotes 2 and 3 below. (2) The 2021 Long-Term Incentive Program (2021 LTIP) provides our executive officers with a long-term incentive opportunity consisting of cash-settled performance awards with separate performance periods, restricted stock and stock options. See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” on page 32 for details about the 2021 LTIP. The reported amounts for 2021 in the “Stock Awards” column that are subject to performance conditions,include the fair value isof the restricted stock under the 2021 LTIP, computed in accordance with FASB ASC Topic 718 based on the probable outcomeclosing price of Delta common stock on February 3, 2021, the performance condition as ofdate the applicable grant date or, if earlier, the service inception date. For these purposes, the fair value of the performance2021 LTIP awards under the 2019 LTIP is computed based on performance at the target level. If the performance awards were assumed to pay out at the maximum level, the aggregate fair value of such awards, which does not include the restricted stock or performance stock option component of the 2019 LTIP,became effective for the named executive officers would be as follows:other than Mr. Janki. In addition, for Mr. Bellemare and Mr. Janki, the reported amounts include the fair value of restricted stock awards, computed in accordance with FASB ASC Topic 718 based on the closing stock price of Delta common stock on January 25, 2021, and July 19, 2021, respectively, the dates such awards, including Mr. Janki's 2021 LTIP award, became effective.

Name	2019 ($)	2018 ($)	2017 ($)
Edward H. Bastian	8,500,000	7,820,000	6,800,000
Glen W. Hauenstein	4,590,000	4,080,000	4,080,000
W. Gil West	4,590,000	4,080,000	3,990,000
Paul A. Jacobson	3,040,000	3,040,000	3,040,000
Peter W. Carter	2,128,000	1,938,000	1,938,000

(4)  The stock options granted under the 2019 LTIP are subject to performance conditions. Because the conditionsSee footnotes 3, 4 and 8 for vesting have been met,additional information regarding, respectively, the stock options, vest in equal installments on each of February 5, 2020, February 1, 2021performance awards and February 1, 2022 Mr. Bellemare's and Mr. Janki's restricted stock awards. (3)  We determined the grant date fair value of stock options based on achievement of the target level under an option pricing model using the following assumptions: (1)assumptions for all named executive officers other than Mr. Janki: (i) a 1.47%0.50% risk-free interest rate, (2)(ii) a 27%47% expected volatility of common stock, (iii) a 0.0% expected dividend yield and (3)(iv) a 5.2 year expected life. The following assumptions were used for Mr. Janki's stock option award: (i) a 0.73% risk-free interest rate, (ii) a 44% expected volatility of common stock, (iii) a 0.0% expected dividend yield and (iv) a 5.2 year expected life.

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2022 PROXY STATEMENT

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(5)(4)  The 2019reported amounts include awards earned under the 2021 Management Incentive Plan (MIP), which provides our executive officers with an annual incentive opportunity based on the achievement of pre-established performance measures. See “Compensation Discussion and Analysis — Analysis—Elements of Compensation — Compensation—Annual Incentive” on page 2931 for details about the 2019 MIP, including a description2021 MIP. In addition, for 2021, this column includes amounts earned under the portion of Delta’s 2019 MIP performance.the performance awards granted to our executive officers under the 2021 LTIP attributable to performance for the period January 1, 2021 – December 31, 2021. (6)(5)  The reported amountsamount for 20192021 reflect the aggregate change in the actuarial present value for Mr. Bastian’s and Mr. Jacobson’s accumulated benefits under the frozen Delta Retirement Plan measured from December 31, 20182020 to December 31, 2019. Mr. Hauenstein, Mr. West and Mr. Carter2021. For this period, the actuarial present value of the accumulated benefits decreased by $23,154. The other named executive officers are not participants in this plan. See “Post-Employment Compensation — Compensation—Defined Benefit Pension Benefits” on page 4145 for a description of this plan, including its eligibility requirements. (7)(6)  The reported amounts of all other compensation for 20192021 include the following items:

Name	Contributions to Qualified Defined Contribution Plan ($)(a)	Payment due to IRS limits to Qualified Plan ($)(b)	Reimbursement of Taxes ($)(c)	Perquisites and Other Benefits ($)(d)	Contributions to Qualified Defined Contribution Plan ($)(a)	Payment due to IRS limits to Qualified Plan ($)(b)	Reimbursement of Taxes ($)(c)	Perquisites and Other Benefits ($)(d)
Edward H. Bastian	25,200	264,863	20,698	17,844	26,100	59,400	21,541	14,589
Glen W. Hauenstein	25,200	177,272	19,839	17,561	26,100	36,900	14,212
W. Gil West	25,200	177,272	6,284	0
Paul A. Jacobson	25,200	118,230	15,192	11,094
Alain M. Bellemare					20,413	28,744	7,599
Peter W. Carter	25,200	102,575	17,251	13,984	26,100	23,400	8,921	16,511
(a) Represents Delta’s contributions to the Delta 401(k) Retirement Plan, a broad-based tax qualified defined contribution plan, based on the same fixed and matching contribution formula applicable to all participants in this plan. (b) Represents amounts paid directly to the named executive officer that Delta would have contributed to the officer’s account under the Delta 401(k) Retirement Plan absent limits applicable to such plans under the Internal Revenue Code. These payments are based on the same fixed and matching contribution formula applicable to all participants in this plan and are available to any plan participant affected by such limits. (c) Represents tax reimbursements for flight benefits as described below. (d) The amounts consist of an annual physical examination for officers and flight benefits as described below. Mr. West did not receive perquisites or other personal benefits with a total incremental cost of $10,000 or more, the threshold for reporting under SEC rules. From time to time, the named executive officers attend events sponsored by Delta at no incremental cost to Delta. As is common in the airline industry, Delta provides complimentary travel and certain Delta Sky Club® privileges for named executive officers; the officer’s spouse, domestic partner or designated companion; the officer’s children and parents; and, to a limited extent, other persons designated by the officer. Complimentary travel for such other persons is limited to an aggregate imputed value of $20,000 per year for the Chief Executive Officer, President and Senior Executive Vice President and $15,000 per year for executive vice presidents. Delta reimburses the officer for associated taxes on complimentary travel with an imputed tax value of up to $25,000 per year for the Chief Executive Officer, President and Senior Executive Vice President and $20,000 per year for Executive Vice Presidents. Unused portions of the annual allowances described in the previous two sentences accumulate and may be carried into succeeding years during employment. Complimentary travel is provided to the surviving spouse or domestic partner of eligible officers after the eligible officer’s death. Delta will not reimburse surviving spouses or domestic partners for associated taxes on complimentary travel under the survivor travel benefit. Delta’s incremental cost of providing flight benefits includes incremental fuel expense and the incremental cost on a flight segment basis for customer service expenses such as meals, onboard expenses, baggage handling, insurance, airport security and aircraft cleaning. In addition, each named executive officer was eligible to purchase private jet flights from a Delta subsidiary by paying the incremental cost of the flight. Also, certain named executive officers have flight benefits on another airline at no incremental cost to the officers or Delta.
Daniel C. Janki					25,509	1,599	5,668
William C. Carroll					26,100	16,650	14,664	13,061
Garrett L. Chase					26,100	17,025	9,201
(a) Represents Delta’s contributions to the Delta 401(k) Retirement Plan, a broad-based tax qualified defined contribution plan, based on the same fixed and matching contribution formula applicable to all participants in this plan. (b) Represents amounts paid directly to the named executive officer that Delta would have contributed to the officer’s account under the Delta 401(k) Retirement Plan absent limits applicable to such plans under the Internal Revenue Code. These payments are based on the same fixed and matching contribution formula applicable to all participants in this plan and are available to any plan participant affected by such limits. (c) Represents tax reimbursements for flight benefits as described below.					(a) Represents Delta’s contributions to the Delta 401(k) Retirement Plan, a broad-based tax qualified defined contribution plan, based on the same fixed and matching contribution formula applicable to all participants in this plan. (b) Represents amounts paid directly to the named executive officer that Delta would have contributed to the officer’s account under the Delta 401(k) Retirement Plan absent limits applicable to such plans under the Internal Revenue Code. These payments are based on the same fixed and matching contribution formula applicable to all participants in this plan and are available to any plan participant affected by such limits. (c) Represents tax reimbursements for flight benefits as described below.