UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN
PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant | | Filed by a Party other than the Registrant |
| Check the appropriate box: | |
| Preliminary Proxy Statement |
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| Definitive Proxy Statement |
| Definitive Additional Materials |
| Soliciting Material Pursuant to § 240.14a-12 |
DELTA AIR LINES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
| No fee required. |
| Fee paid previously with preliminary materials. |
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
NOTICE
OF THE ANNUAL MEETING OF SHAREHOLDERS
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TIME AND DATE: |
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Thursday, June 7:30 a.m. Eastern Daylight Time | ACCESS THE ANNUAL MEETING: The
| RECORD DATE: April 29, |
AGENDA | |||
At the Annual Meeting, shareholders will be asked to vote on the following proposals: | Board Recommends Vote: | ||
| Election of |   | FOR each nominee |
| Advisory vote on executive compensation | | FOR |
| Ratification of Ernst & Young LLP as independent auditors for | | FOR |
| Shareholder proposal |   | AGAINST |
| PROPOSAL 5 | Shareholder proposal requesting the adoption of a non-interference policy, if properly presented | | AGAINST |
In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement by or at the direction of the Board of Directors.
A list of shareholders entitled to vote at the meeting will be available for examination during normal business hours for ten days before the meeting at Delta’s Investor Relations Department, 1030 Delta Boulevard, Atlanta, Georgia 30354. The shareholder list will also be available at the meeting.
If you plan to attend the meeting virtually, please see the instructions on page 7182 of the attached proxy statement.The venue for the annual meeting requires proof of COVID-19 vaccination for entry, please see page 71 for more details. If you need special assistance at the meeting because of a disability, contact Investor Relations at (866) 715-2170.
We encourage shareholders to sign up to receive future proxy materials electronically, including the Notice Regarding the Availability of Proxy Materials. To sign up, visit http://enroll.icsdelivery.com/dal..
BY INTERNET | BY TELEPHONE | BY MAIL |
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Go to www.proxyvote.com | Call | Sign, date and returnyour | Attend the annual meeting |
The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our shareholders on or about May 6, 2022.10, 2024.
Please read our attached proxy statement carefully and submit your vote as soon as possible. Your vote is important. You can ensure that your shares are voted at the meeting by using our Internet or telephone voting system, or by completing, signing and returning a proxy card.
Atlanta, Georgia
May 6, 202210, 2024
  | 2024 PROXY STATEMENT | 1 |
Letter from the Non-Executive
Chairman
Chair of the Board
FRANCISDAVID S. BLAKETAYLOR
ChairmanChair of the Boardboard
We are looking forward to once again being with our shareholders in person at Delta’s upcoming annual meeting.
As we reflect on 2021, Delta made significant progress in its recovery from the impact of the pandemic. The Board remains appreciative of the dedication and hard work of all Delta employees and the leadership of Delta’s management during this unprecedented time.
With the company’s business continuing to recover from the depths of the pandemic, the Board’s focus remains on long-term strategy and oversight of other matters of importance to our shareholders. The company’s financial recovery remains our highest priority. We are also mindful that ESG issues, particularly environmental sustainability and human capital management, including diversity, equity and inclusion, are top of mind for many of you — as they are for us. We appreciate the views that many of you have shared with us on these topics over the last year.
In light of the Board’s continuing focus on ESG topics, we have revisited and clarified the allocation of oversight responsibilities among our committees. As is discussed in greater detail in this proxy statement, oversight over ESG matters aligns with the general responsibilities of our existing committees as follows:
The Audit Committee has oversight of corporate ethics and standards of conduct, cybersecurity risks and aspects of reporting of environmental sustainability and social matters.
The Corporate Governance Committee has responsibility for governance practices and procedures as well as oversight of environmental sustainability opportunities and risks, political engagement and contributions and charitable contributions.
The Finance Committee has oversight of significant investments, including acquisition of new, more fuel efficient aircraft and significant investments in new technologies.
The Personnel & Compensation Committee has oversight of talent development and human capital management, including diversity, equity and inclusion and general wellbeing.
The Safety & Security Committee has oversight of employee and customer safety and public health matters.
Our committee structure and allocation of responsibilities provides for involvement of all Board members in oversight of ESG matters. We will continue to monitor our structure to make sure that oversight responsibilities are appropriately assigned.
“ The Board remains appreciative of the dedication and hard work of all Delta employees.”
We are excited that Greg Creed and Leslie Hale have joined the Delta Board andI look forward to their contributions for yearsmy first annual meeting with you as Chair of Delta’s Board, it has been a pleasure to come. We continue to focus on bringinginteract with investors since assuming this role last summer. I have enjoyed discussing a wide range of strongtopics. As relayed in these conversations, our Board is active and keenly focused on:
| › | oversight of the company’s long-term strategy and industry-leading financial and operational performance; |
| › | the continuation of Board refreshment as described in more detail below, particularly to enhance the diversity of the Board; |
| › | regular review of Delta’s industry-leading approach to environmental sustainability, most significantly the company’s journey to net zero emissions by 2050; |
| › | the company’s commitment to its most important competitive advantage – its people; and |
| › | our oversight of risk management and safety throughout the organization. |
These topics and many others reflect our relentless focus on maintaining the best-in-class governance practices that are foundational to our work on your behalf.
2023 was a transformative year for Delta as Ed describes in his letter to you on the following page. The company generated significant profitability and free cash flow, enhancing its industry-leading position, and rose to meet operational challenges. The leadership of the management team through unprecedented crisis and stabilization into this period of recovery and restoration is truly remarkable. In addition to Ed’s letter, I hope you will take time to read additional detail of our recognition of this work in Sergio Rial’s letter on page 26 of this proxy statement.
It has been an honor and privilege for me to succeed Frank Blake as Chair. I want to recognize Frank’s outstanding contribution to the Board since joining in 2014 and serving as Chair since 2016. Frank’s leadership and support of the management team and the business, particularly during the last several years, was truly inspirational. We appreciate his dedication to the company at the height of the pandemic and agreeing to stay on the Board beyond expected retirement to provide stable leadership of the Board during Delta’s recovery.
I also want to acknowledge the outstanding service of several other members of our Board who are not standing for reelection or have recently departed from the Board:
| › | Bill Easter also agreed to stay on the Board beyond expected retirement and will not be standing for reelection this year. Bill’s tireless leadership of the Audit Committee will be missed, and we very much appreciate his coordination of a smooth transition of this responsibility to Kathy Waller. |
| › | Jeanne Jackson has served on the Board since January 2017 and will not be standing for reelection as she has reached the Board’s retirement age. Jeanne has made many outstanding contributions to the work of our Finance and Personnel & Compensation Committees, as well as being a valuable sounding board and mentor for senior management. |
| › | George Mattson departed the Board in October 2023 to focus his efforts on his new role as Chief Executive Officer of Wheels Up. In his 11 years of service to Delta, George provided insightful leadership as chair of our Finance Committee as well as many other contributions to the work of the Board. |
While we have bid farewell to these valuable members of our Board, we also continue to move forward with board succession. In 2023, we welcomed Vasant Prabhu to the Board and have already greatly benefited from his wisdom and insight. We are also very pleased to welcome Maria Black and Willie Chiang to the Board, both of whom bring important skills and experiences to the Board while enhancing the Board’s diversity. You can read more about Maria, Willie and our other director nominees on pages 62-68.
As we continue to move forward with our regular refreshment of the Board, we are very mindful of the need for the Board to collectively possess a wide range of necessary experiences and skills, qualifications,as well as diversity of race, ethnicity and backgroundsgender so that we accurately represent our customers, employees and management.
Thank you as always for your interest and support as shareholders of the world’s best airline. We hope you will continue to provide your perspectives to the Board. We are also committed to continuing the enhancement of the diversity of the Board.
Because of the unusual circumstances of the past two years, the Board has asked me to continue to serve for one more year. I am very grateful to Bill Easter that he has agreed to continue his service as well. The dedication and hard work of the entire Board makes me proud to be a part of this outstanding group working on your behalf.
AsMost especially, we look forward to the second half of the year and Delta’s continued progressyour participation in our annual meeting on its recovery, we welcome your engagement on issues of importance to you and the company. We encourage you to share suggestions and concerns with us. In particular, we encourage you to review this proxy statement, and vote in the upcoming meeting.June 20.
As always, we deeply appreciate your support as shareholders and customers.
Sincerely,
| ir.delta.com | | 2024 PROXY STATEMENT | 2 |
2021 was a pivotal year for Delta Air Lines. The remarkably swift development and distribution of safe, effective vaccines inspired hopes that a return to normal life was finally on the horizon.
While the year was more turbulent than many had hoped, with new variants complicating the recovery, it nonetheless marked a major turning point and laid the groundwork for significant progress in 2022 as the world moves past the pandemic era toward treating COVID as a manageable virus.
Once again,In 2023, the people of Delta stepped up and led the industry throughout a year that was marked by remarkable accomplishments amid the slow but steady recovery, including:
Restarting the operationrose to accommodate an influx of returning customers ahead of a robust and successful summer travel season, and adding 15,000 new team members since the start of 2021.
Managing our network and policies to accommodate travel demand in an often-volatile environment, ensuring that flights were available to desired destinations while providing customers the flexibility to book Delta with confidence.
Improving Delta’s status as the No. 1 premium airline by widening the gap with the competition in customer service and premium product offerings, including high-speed Wi-Fi, on-board food and beverage choices, expanded digital tools, and the delivery of our first state-of-the-art A321neo aircraft.
Accelerating critical airport capital projects, including new and enhanced terminals in Salt Lake City, Los Angeles, New York and Seattle, and other improvements throughout the system, ensuring that returning customers will experience world-class service on the ground as well as in the air.
Leadinglead the industry in operating and financial performance as the only major U.S. airline to achieve profitability in the second half of the year, enablingamid a special employee profit-sharing payout in February.
Thanks to these efforts, the people of Delta were recognizedchallenging environment, building loyalty and strengthening our trusted global brand. Robust demand for travel continued throughout the year, for theirand despite volatile fuel prices and geopolitical strife, our people delivered the second-highest earnings per share in our history while widening Delta’s competitive lead.
That excellence including honors from J.D. Power, Fortune’s Worldwas recognized as Delta ranked No. 11 on FORTUNE’s World’s Most Admired Companies,Companies; No. 12 on TIME Magazine’s World’s Best Companies; No. 5 on Forbes’ list of America’s Best Large Employers; No. 1 airline by corporate travel customers in the annual Business Travel News Airline Survey for the 13th year in a row; and was named the 2024 Airline of the Year by Air Transport World, among many other awards.
Some highlights from the year include:
Strengthening our financial foundation. The team’s outstanding work generated $5.2 billion in adjusted pre-tax profit in 2023, nearly doubling our prior year results. Just as important, Delta delivered free cash flow of $2 billion (while investing $5.3 billion in the business) and repaid $4 billion of debt and finance lease obligations. Delta delivered 40% of the industry’s overall profits despite operating only 20% of the market share.
Delivering operational excellence at full scale. Operational reliability is the core of our brand promise. Against a difficult operating environment, our people delivered the best fourth-quarter operating performance in Delta’s history. Cirium honored Delta for the third consecutive year with the Cirium Platinum Award for global operational excellence and the Wall Street Journal named us the top airline of 2023 among the nine major U.S. airlines in its annual airline scorecard for the third consecutive year.
Extending Delta’s premium brand. In 2023, we strengthened our premium brand, launching free, fast in-flight WiFi across our domestic fleet, opening new Delta Sky Clubs in locations nationwide, adding 43 new, state-of-the-art aircraft to our fleet, scaling our strategic partnerships with leading brands, and Business Travel News, among many others.achieving record membership growth for our SkyMiles program. Our AMEX cobrand card portfolio grew double digits while generating nearly $7 billion of remuneration, with an increased mix of premium cards.
Looking ahead,
Bolstering our global network. During the recovery continues to accelerate in 2022,year we strengthened and restored our core hubs, with consumers returning to travel, international borders reopening, corporate offices welcoming backour pre-pandemic global capacity fully recovered. We flew our largest-ever Transatlantic schedule, and our ambitious build of our South American network with LATAM is already paying dividends.
Powered by our greatest resource – our people. Since Delta’s inception nearly a century ago, the company has long leaned into our employees and business travelers reclaimingas the skies. The investments Delta has madecore of our success. With 40,000 new hires over the pastlast two years and 28% of our frontline leaders less than one year in role, in 2023 we focused on training, accountability and empowering our people to be their best for each other and our customers. We also shared in our success, with $1.4 billion in 2023 profit sharing payments going directly to our employees on Valentine’s Day this year – double 2022 levels and more than our three largest competitors combined.
Moving through 2024, we are transitioning past the restoration phase and are focused on optimizing our investments in our people, operation and experience. Our top priorities for the year are delivering world-class reliability, elevating the customer experience and improving efficiency across the company to support continued growth and opportunities to share our customers andsuccess.
Next year, Delta will celebrate its 100 year in aviation. As we honor our financial health are paying off as more consumers choose to invest their time, resources and loyalty with us as they reclaim their lives.
“ It was a year that revealed our character and reminded us that our people are our most powerful asset.”
While we continue to lead inhistory, we’re equally excited about the recovery and build the futurenext 100 years of air travel it’s clear that our path forward must be a sustainable one. That’s why amid the challenges of the pandemic, Delta has led the way in building a foundation for sustainable aviation with our Flighton Delta. Thanks to Net Zero, announcing our intention to set medium- and long-term science-based targets, including a net-zero 2050 target in alignment with the United Nations Race to Zero — Business Ambition for 1.5°C campaign. And we are continuing to take action to advance diversity, equity and inclusion and to reflect the world and the passengers we serve. More details on these efforts will be available in our 2021 ESG Report.
As we have for nearly a century, Delta will be guided throughout the year by our people-focused culture of service. Our entire global family, and their never-ending drive to Keep Climbing, are reshaping the future of air travel for generations to come.
Thank you for all of your support throughoutduring the past year. Weyear, and we look forward to speaking with you at our annual meeting in June.
Sincerely,
| | 2024 PROXY STATEMENT | 3 |
Letter from the Chair of the Personnel & Compensation Committee | 26 | |
| Compensation Discussion and Analysis |
| 56 | ||
| Pay Versus Performance Table | 57 | |
| Most Important Financial Performance Measures | 58 | |
| Relationship Between CAP and Company Performance | 58 | |
| Compensation Committee Interlocks and Insider Participation |
| 73 | ||
| Proposal 4 — | 73 | |
| Proposal 5 — |
| Attending the Meeting Virtually | 82 | |
| Householding | 82 | |
| Cost of Solicitation | 83 | |
| Submission of Shareholder Proposals | 83 | |
| Disclaimers | 84 | |
| Supplemental Information about Financial Measures | 84 |
| ir.delta.com | | 2024 PROXY STATEMENT | 4 |
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As a global airline based in the U.S.,United States, we connect customers across our expansive global network. In 2019, prior to the onset of the COVID-19 pandemic, we served approximately 200 million customers and were the world’s largest airline by total revenues and the most profitable,network with five consecutive years of $5 billion or more in pre-tax income from 2015 through 2019.
Following the onset of the COVID-19 pandemic in 2020, Delta responded quickly to protect our people, our customers and our financial position, driven by the unwavering dedication and commitment of the Delta people. The pandemic required significant adjustments to our network and operations in 2020. We made significant progress in restoring our network in 2021, as travel restrictions eased and vaccine programs became widespread both domestically and in international markets.
With operational excellence, best-in-class service and a commitment to ensuring the healthindustry-leading customer service, safety and safety of ourinnovation. We served approximately 190 million customers in 2023.
In 2023, we have continued to earndifferentiate Delta from the industry by strengthening our customers’ trust and preference by delivering the “Delta Difference.” We have five competitive advantages that support our trusted consumer brand.brand:
 | PEOPLE AND CULTURE |
Our people and culture are our strongest competitive advantage. Our more than 100,000 employees provide world-class travel experiences for our customers Our industry-leading profit sharing program directly aligns our employees’ interests with the company’s long-term success, and | |
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OPERATIONAL RELIABILITY We remain committed to industry-leading reliability and are consistently among the industry’s best performers. In recognition of our commitment to operational performance and minimizing passenger disruption, we were honored for thethird consecutive year with the Cirium Platinum Award for global operational excellence, and named the most on-timeairline in North America. The Wall Street Journal named us the best airline of 2023 among the nine major U.S. airlines inits annual airline scorecard for the third consecutive year, leading the industry in on-time arrivals and involuntary denied boardings. | |
GLOBAL NETWORK We and our alliance partners collectively serve over 130 countries and territories and over
To support this network, | |
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With operational excellence, best-in-class service and commitment to Our award-winning SkyMiles program offers our customers a wide variety of
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Over the last decade we
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Restoring the strength of our balance sheet and reducing debt | |
| | 2024 PROXY STATEMENT | 5 |
In 2023, we delivered industry-leading operational and financial performance. Highlighted below are several measures included in our incentive compensation plans that demonstrate our pay for performance philosophy.
| ir.delta.com | | 2024 PROXY STATEMENT | 6 |
Name and Primary Occupation | Age | Director Since | Other Public Boards | Committees | |
 | EDWARD H. BASTIAN CEO of Delta | 64 | 2010 | - |
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 | FRANCIS S. BLAKE Non-Executive Chairman of the Board of Delta; | 72 | 2014 | 1 | • Corporate Governance • Finance • Personnel & Compensation |
 | ASHTON B. CARTER Director of the Belfer Center for Science and International Affairs at Harvard Kennedy School | 67 | 2017 | 1 | • Audit • Safety & Security • Corporate Governance |
 | GREG CREED Former Chief Executive Officer, Yum! Brands, Inc.
| 64 | 2022 | 2 | • Audit • Personnel & Compensation |
 | DAVID G. DEWALT Founder and Managing Director of NightDragon Security; Managing Director of AllegisCyber Capital | 58 | 2011 | 3 | • Safety & Security • Audit • Corporate Governance |
 | WILLIAM H. EASTER III Former Chairman, President and | 72 | 2012 | 1 | • Audit Committee • Corporate Governance • Safety & Security |
 | LESLIE D. HALE President and Chief Executive Officer of RLJ Lodging Trust | 50 | 2022 | 2 | • Finance • Safety & Security |
 | CHRISTOPHER A. HAZLETON Captain, Airbus 321, Delta | 54 | 2019 | - | • Safety & Security |
 | MICHAEL P. HUERTA Former Administrator of the | 65 | 2018 | 1 | • Audit • Safety & Security • Corporate Governance |
 | JEANNE P. JACKSON Former President, Senior Strategic Advisor | 70 | 2017 | 1 | • Finance • Personnel & Compensation |
 | GEORGE N. MATTSON Co-Founder of NextGen Acquisition Corp. and NextGen Acquisition Corp. II prior to their mergers with Xos, Inc. and Virgin Orbit Holdings, respectively | 56 | 2012 | 3 | • Finance • Corporate Governance • Personnel & Compensation |
 | SERGIO A. L. RIAL Non-Executive Chairman of the Board of Banco Santander (Brasil) | 61 | 2014 | 3* | • Personnel & Compensation • Corporate Governance • Finance |
 | DAVID S. TAYLOR Executive Chairman of the Board of The Procter & Gamble Company | 64 | 2019 | 1 | • Finance • Safety & Security |
 | KATHY N. WALLER Executive Director of the Atlanta Committee for Progress; former CFO of The Coca-Cola Company | 63 | 2015 | 3 | • Audit • Corporate Governance • Personnel & Compensation |
* Including Santander parent-sub | |||||
| Name and Primary Occupation | Age | Director Since | Other Public Boards | Current Committees | |
 | EDWARD H. BASTIAN Chief Executive Officer of Delta | 66 | 2010 | - | |
 | MARIA BLACK President and CEO of Automatic Data Processing | 50 | 2024 | 1 | * |
 | WILLIE CW CHIANG Chairman and CEO of Plains All American Pipeline | 63 | 2024 | 2** | * |
 | GREG CREED Former Chief Executive Officer, Yum! Brands, Inc. | 66 | 2022 | 2 | • Audit • Personnel & Compensation |
 | DAVID G. DEWALT Founder, Managing Director and CEO of NightDragon Security; Managing Director of AllegisCyber Capital | 60 | 2011 | 1 | • Corporate Governance • Audit • Safety & Security |
 | LESLIE D. HALE President and Chief Executive Officer of RLJ Lodging Trust | 52 | 2022 | 1 | • Finance • Safety & Security |
 | CHRISTOPHER A. HAZLETON Captain, Airbus 330, Delta | 56 | 2019 | - | • Safety & Security |
 | MICHAEL P. HUERTA Former Administrator of the Federal Aviation Administration | 67 | 2018 | 2 | • Safety & Security • Audit • Corporate Governance |
 | VASANT M. PRABHU Former Chief Financial Officer and Vice Chair of Visa Inc. | 64 | 2023 | 1 | • Finance • Safety & Security |
 | SERGIO A. L. RIAL Former Chief Executive Officer of Banco Santander (Brasil) | 63 | 2014 | 2 | • Personnel & Compensation • Corporate Governance • Finance |
 | DAVID S. TAYLOR Non-Executive Chair of the Board of Delta; Former President and Chief Executive Officer of The Procter & Gamble Company | 66 | 2019 | - | • Finance • Corporate Governance • Personnel & Compensation |
 | KATHY N. WALLER Executive Director of the Atlanta Committee for Progress; former Chief Financial Officer of The Coca-Cola Company | 65 | 2015 | 2 | • Audit • Corporate Governance • Personnel & Compensation |
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 | Ms. Waller has been designated to succeed Mr. Easter as Chair of the Audit Committee at the Annual Meeting. |
| * | Committee assignments for Ms. Black and Mr. Chiang have not yet been made. |
| ** | Mr. Chiang is on the Board of Directors of Plains All American Pipeline, L.P. and its general partner holding company Plains GP Holdings, L.P. |
| 2024 PROXY STATEMENT |
| Shareholders will also be asked to vote on the following proposals: | Board Recommends Vote: | See Page: | |||
| Advisory vote on executive compensation | |
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| 69 |
| Ratification of Ernst & Young LLP as independent auditors for | |
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| 70 |
| Shareholder proposal | |
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| 73 |
| PROPOSAL 5 | Shareholder proposal requesting the adoption of a non-interference policy, if properly presented | | AGAINST | 75 | |
Our executive compensation program is based on the philosophy that we can best achieve our short-term and long-term business goals, which we refer to as our Flight Plan, by closely linking pay to performance and aligning the interests of all Delta employees, including executive officers, with those of our customers and shareholders.
Last year,
In 2023, the Personnel & Compensation Committee decided not to alter the performance measures or goals of our outstanding short-term and long-term incentive awards, despite the pandemic negatively impacting award values significantly. For 2021, the Committee reviewed ourdeveloped Delta’s executive compensation program to ensure that it achievesconcentrate our leadership beyond the balanceairline’s recovery and toward stabilization and the strengthening of rewardingDelta’s trusted global brand. Our ability to outperform our plan and retaining our executives while still placing the majority of their compensation at risk. As a result, the Personnel & Compensation Committee made adjustments toother airlines resulted in above target payouts for our annual and long-term incentive plans for 2021 that address these objectivesplan as well as for the continued uncertainty of the pandemic’s ongoing impact on our business and the complexity of developing meaningfullong-term incentive compensation opportunitiesprogram approved in such an environment.2021.
For additional information on the changes to our annual and long-term incentive plans and other decisions regarding 20212023 executive compensation, see the “Compensation Discussion and Analysis” section beginning on page 2327 of this proxy statement.
| | 2024 PROXY STATEMENT |
We value our relationships with our shareholders, and we have a long-standing practice of active engagement with them. Our engagement allows us to better understand our shareholders’ priorities, perspectives and concerns, and positions us to effectively address issues that are important to our shareholders. During 2021,2023, we met, virtually, or initiated contact, with shareholders representing approximately 53%42% of our outstanding shares, including actively managed funds, index funds, public pension funds, and socially responsible investment funds. funds. This represented engagement with institutionsshareholders holding 83% of the shares held by all68% of our institutional shareholders.institutionally-held shares. We also have dedicated resources to engage with our shareholders, including individual shareholders, through monitoring of communications received by our investor relations and sustainability departments, which collectively responded to more than 150200 inquiries during 2021.2023. The table below summarizes key aspects of these engagement efforts during 2021.2023.
| 2024 PROXY STATEMENT |
We are committed to taking care of our people, being a good steward of the environment and being a positive force in our communities. This commitment is based on our culture of putting people first in all we do — do—whether it’sit is our employees, the millions of customers who trust us with their travel each year, or the communities where we live, work and serve. The Board of Directors understands and is committed to sound corporate governance in line with evolving best practices. The Board of Directors understands and appreciates the importance of ESG matters as well asand their significance to our various stakeholders, including our investors. As described further on pages 55 through 61,page 17, the Board of Directors includes several directors with skills and experience relevant to these topics. In addition, the Board of Directors has, and continues to gain, knowledge about these evolving areas through among other things, regular briefings and discussions with internal subject-matter experts.experts, among other things. The Board also has access to external resources and education on a variety of these matters.topics.
We report on our efforts with respect to ESG matters through an annual ESG reportReport that is informed byaligns with the reporting standards of the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD),. We seek to transparently communicate through our ESG Report how we identify, prioritize and approach the Sustainability Accounting Standards Board (SASB)ESG topics most relevant to our business, customers, employees and the Global Reporting Initiative (GRI) frameworksinvestors. We use a range of formal and standards. We have expandedinformal engagement methods—including ESG-focused materiality analyses, ongoing dialogue with key stakeholders, and our evaluation of climate risksEnterprise Risk Management process—to proactively identify and address both existing and emerging ESG opportunities through a climate scenario analysis that considered both physical and transition risks and worked to develop a decarbonization pathway, all of which will be described in our 2021risks. Our ESG Report. In addition, we recently releasedReport also incorporates details on our climate lobbying report, which describesefforts, including our global advocacy activities and policy engagements — engagements—both direct and indirect — indirect—that support and complement our ambitious climate goals. During 2021, we also regularly engaged with shareholders and other stakeholders on ESG trends and opportunities. For more information on ESG matters, including with respect to our climate strategy, risks, opportunities, metrics and targets, please see our 2021 ESG Report, which is available at www.delta.com/sustainability.sustainability.
The Board of Directors is committed to sound corporate governance in line with evolving best practices. We have implemented a robust governance framework at both the Board and management levels with respect to our environmental sustainability program:
| › | Regular board-level oversight provided primarily through (i) the Corporate Governance Committee, which oversees our environmental sustainability strategy, goal setting, and opportunities and risks, and receives updates on our progress through regular briefings, (ii) the Audit Committee, which oversees the reporting of environmental and social matters in our filings with the U.S. Securities and Exchange Commission (SEC), and (iii) the Finance Committee, which oversees investments, including acquisition of new, more fuel-efficient aircraft and significant investments in new technologies. |
| › | Robust management-level oversight provided by our Executive Vice President of External Affairs and Chief Sustainability Officer, and several executive-level councils, including the ESG Council, the Carbon Council, the Risk Council and the Waste Council. Each is composed of members of the Delta Leadership Committee (DLC) as well as other senior executives from across the organization who help to implement our climate strategy as well as related risk mitigation efforts. |
| › | The Councils are supported by cross-functional working groups made up of leaders from different business units who meet more frequently and are focused on specific initiatives at the direction of the relevant council. |
| ir.delta.com | | 2024 PROXY STATEMENT | 10 |
We believe a key part of our mission to connect the world is helping to connect people to a more sustainable future of travel. With the goal of achieving net-zero emissions by 2050, we have accelerated our work to deliver more sustainable travel experiences, which is not just good for our communities and our planet but is also essential to positioning our business to thrive far into the future.
To that end, we are pursuing a long-term strategy to dramatically reduce our carbon emissions from flying—which represents the vast majority of our carbon footprint. In the near term, this involves continuing to transition to a more fuel-efficient fleet and enabling more efficient aircraft operations through innovation and collaboration. Over time, we will also work to replace an increasing share of our traditional jet fuel usage with sustainable aviation fuel (SAF) and partner with innovators to revolutionize what and how we fly.
We also aim to reduce non-flight-related emissions and other environmental impacts. This includes offering a more sustainable travel experience, such as reducing waste and delivering more sustainable products and amenities for our customers. We are also working to reduce the impact of our ground operations and facilities as well as extending our climate and environmental ambitions through our supply chain.
Although we are proud of the progress we are making, we know we cannot do it alone. Many factors affecting the ability to reach our goals are outside of our control. Addressing these factors will require government policies and incentives, dedicated research and development, transformation of some of the world’s largest industries, and significant capital allocation across the public and private sectors.
Two critical components of advancing and achieving our climate goals are effective public policy engagement and stakeholder engagement across sectors, both within and outside the aviation industry. We have joined coalitions and partnerships centered around guiding ambitions with emphasis on bringing cost-effective solutions under all levers to scale. We describe a selection of those partnerships and coalitions below. Our team is advancing other important initiatives through the Federal Aviation Administration’s (FAA) NextGen Advisory Committee, providing advice and recommendations to the FAA related to air traffic management and system modernization.
| › | Minnesota SAF Hub – In August 2023, we cofounded this first-of-its-kind coalition leveraging collaboration across the value chain to scale SAF at the Minneapolis-Saint Paul International Airport and support regional economic development. |
| › | Americans for Clean Aviation Fuels (ACAF) – In 2023, we helped form ACAF, a diverse coalition of the largest industrial sectors in America—from farmers to fuel producers and aviation to agribusiness—focused on promoting the economic benefits of building a robust market for SAF and clean aviation fuels. Working together, ACAF will drive national efforts to advance policies encouraging investment in American-grown feedstocks, for the benefit of the economy, farmers and growers, the environment and national security. |
| › | Hydrogen Fuel with Airbus – We are working with Airbus to advance collective knowledge in the industry on the opportunities and challenges associated with using hydrogen fuel to power planes. We bring to the partnership the collective expertise and wisdom from our industry-leading teams: Flight Operations, Technical Operations, Airport Customer Service, Operations and Customer Center and Fuel. |
| › | Sustainable Flight Demonstrator – We joined a coalition of U.S. airlines providing advisory input to Boeing and NASA’s Sustainable Flight Demonstrator project and development of the X-66A research aircraft—the first experimental aircraft focused on sustainability. The experimental aircraft will test the Transonic Truss-Braced Wing airframe configuration, which together with expected advancements in propulsion, materials and systems architecture, could help to meaningfully reduce fuel consumption and emissions. |
| 2024 PROXY STATEMENT | 11 |
We believe that the Delta people and culture are our strongest competitive advantage, and they have createdthe high-quality service that our employees provide sets us apart from other airlines. As air travel continued its robust pace in 2023 and the airline returned to full capacity, our people, as always, rose to the challenge. Our financial and operational success in 2023 is a direct result of the dedication and hard work of our over 100,000 employees. During 2023, we continued our commitment to promoting a culture that isof open, honest and direct communications, enhancing the foundation of our success. We have long understood that taking carewellness of our people also leadsand building an environment that fosters engagement, integrity and respect.
We prioritize our people by offering competitive compensation, retirement plans and financial rewards designed to satisfied customersshare Delta’s success with our people and other stakeholders. In 2021, as our business beganencourage teamwork. Our overarching compensation philosophy is to recover from the impactprovide industry-leading total rewards for industry-leading performance inclusive of the COVID-19 pandemic, we hired approximately 11,000 new full-time employees across our business, including pilots, flight attendants,base pay, profit sharing, shared rewards, 401(k) and gate and reservation agents.benefits.
| › | We were able to provide employees with pay increases in 2022 and 2023 of 4% and 5%, respectively. We recently announced a 5% base pay increase for eligible employees for 2024 (which will take effect in June 2024). |
| › | For 2023, Delta rewarded eligible employees with $1.4 billion in profit sharing payments, more than the pool of all U.S. peer airlines combined, and equating to 10.4% of each eligible employee’s earnings. |
| › | We match up to 6% plus a fixed contribution of 3% of eligible earnings to 401(k) retirement savings for most ground and flight attendant employees; pay monthly Shared Rewards for achieving operational goals; and provide free financial coaching with the ability to earn $1,000 towards emergency savings. |
| › | In addition to generous paid vacation time based on years of service, Delta employees can take advantage of several travel-related perks and save on other travel-related services. |
Our dedicationculture of care calls for us to safety, securityengage by listening actively, seeking input regularly and publicresponding to employee feedback through a variety of pathways. In-person engagement occurs through a wide range of programs,including:
| › | B-DAY – Half-day onboarding experience for new hires to learn about Delta’s business, brand, culture and history while connecting with fellow team members. |
| › | Executive Station Visits – Town hall-style listening and feedback sessions where senior leaders have candid conversations with frontline employees. |
| › | VELVET – Two-day engagement and career development sessions with leaders where frontline employees gain clarity on how their roles support Delta’s business strategy. |
We routinely survey our people to measure engagement, identify opportunities for growth and drive change. For example, Delta’s Emergency Savings Program, launched in 2023, was developed in response to employee feedback in 2022 that financial health is spearheaded by our executive leadership team,was top of mind. More than 42,000 employees participated in two company-wide engagement surveys in 2023, offering feedback on a range of topics including through our Personal Safety Steering Committeejob satisfaction, organizational commitment, sense of belonging and our Operational Safety Committee, and overseen bymotivation. Our average engagement score for 2023 was 80 (on a 100-point scale), a one-point increase over 2022.
The Delta Board Council (DBC) represents the Safety & Security Committeeinterests of ourDelta’s employees to the Board of Directors. We have ledThe DBC includes five rotating representatives from multiple employee groups, ensuring Delta people remain at the airline industry for many years inforefront of the company’s decision-making. The DBC members attend Board meetings on a rotating basis and consistently and transparently represent employee safetyfeedback, interests, and strive for world-class personal safety performance.perspectives to the Board of Directors and senior leaders.
To successfully integrate
With nearly 19,000 members, our twelve business resource groups provide networking, development and career growth opportunities. These employee-led networks provide valuable insights to the influx of new employees during 2021, we adapted many of our safetybusiness on diversity-related strategies, programs and leveraged the maturitytopics.
Delta people are encouraged and empowered to “keep climbing” in their careers through a portfolio of our risk-based Safety Management Systemtraining and development programs ranging from curated career planning to account for a changing workforceon-demand learning resources. All employees work with their managers to develop in-depth career development plans, which are reviewed annually and processes shaped by the COVID-19 pandemic. Deltainclude guided learning curricula focused on skills and competencies aligned with performance objectives. In 2023, we continued to make significant investments throughout the yearenhance our online learning portal of skills-based training and career development resources.
Additionally, we relaunched an approximately 6-month “flexible learning journey” that combines self-paced, online learning and immersive, in-person workshops to support leaders in training for employees joining the Delta teamelevating Delta’s culture and driving high performance, as well as leadership development programsin their specific areas of interest.
We embrace a Skills-First approach to hiring and programsdevelopment that prioritizes skills, background and experience over traditional education requirements. Our equity-focused model aims to reinforce safety culture.create a more equitable workforce and enrich the careers of all employees by increasing access to higher-earning career opportunities through targeted development, skill upgrading and mentorship programs. By providing resources that support clearly defined career pathways, employees gain greater access to internal mobility opportunities and agency in their career decisions.
During 2021, we also continued
| ir.delta.com | | 2024 PROXY STATEMENT | 12 |
Delta’s wellness strategy aims to prioritizeenable our people to be their best and enhance purpose, belonging, and affinity by implement high value health and wellness offerings and elevate employee experience. The Delta Wellness program aspires to build a resilient workforce of the safetyfuture by investing in the physical, emotional, social and healthfinancial wellness of our employees by offering an extensivepeople.
We continue to enhance our employee COVID-19 testinghealth and wellness program under the leadership of our Chief Health and vaccination program, with on-site vaccination centers in all major employee centers opening promptly following vaccine availability. In addition, we partnered with the state of Georgia to host the state’s largest COVID-19 vaccination site while steadily increasing the vaccination rate among our employees, providing pay protection programs for employees diagnosed with, exposed to or at high risk from COVID-19 and offering free flu shots for all U.S. employees. In February 2021, we hiredWellness Officer, Dr. Henry Ting, as our Chief Health Officer to reimagine our approach toa physician and former Mayo Clinic executive.
In support of this mission, Delta offers many health and wellbeing. We havewellness resources to employees, such as diabetes management and a framework in placemental and emotional health app. These programs include voluntary, incentive-based reward programs focused on supporting our employees to oversee our wellbeing strategy, which includes oversight from our Wellbeing Council and the Personnel & Compensation Committee of the Board.improve their overall wellness.
Beyond employee safety and health, we proactively reduce risks by identifying, assessing, mitigating and/or eliminating hazards that may cause incidents, accidents or injuries to customers. In 2021, we safely transported more than 135 million customers system wide. Following the onset of the COVID-19 pandemic, we intensified our focus on the health and safety of our customers, including the creation of our industry-leading cleanliness standards through the Global Cleanliness organization and the implementation of the
Our Delta CareStandardSM to ensure a consistently safe and sanitized experience across our facilities and aircraft through the use of science-backed cleaning technologies and protocols.Wellness program offers:
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| › | Family planning benefits, such as fertility coverage, surrogacy and adoption reimbursement |
| › | Expanded financial education and coaching programs incentivized by Delta contributions to employee emergency savings accounts |
| › | A healthcare concierge service to navigate the complex healthcare system |
| › | A co-pay option under Delta medical benefits that provides more predictable costs |
In 2023, we conducted our second Flourishing Index survey to Contentsmeasure employee holistic well-being and recalibrate our benefits to best meet the needs of our people. The Flourishing Index survey provides a quantitative assessment of our people's total wellness supplemented with qualitative interviews.
The Delta Wellness team uses key insights from the Flourishing Index to guide equitable and effective program enhancements. For example, in 2023 we expanded our maternity and parental leave program to give employees more time to focus on their growing families. We also introduced a new nutrition program offering affordable and healthy meals in multiple campus cafeterias, and increased our highly subsidized emergency backup care program from 15 to 25 days to give employees peace of mind if a provider is unavailable during work hours. In 2023, we also made several employee-driven enhancements to our emergency savings account program, under which eligible employees can earn up to $1,000 from Delta to fuel their emergency savings when they complete a financial education and coaching program and contribute to an emergency savings account. Such enhancements include accelerating the payout timeline, revising the schedule for financial education sessions, expanding savings goals and extending a financial wellness program to eligible international employees, who can earn a financial reward by completing a Financial Health Checkup and engaging with personalized financial wellness content.
As a global airline, we are in the business of bringing people together, and we believe our business should reflect and respect the diversity of our customer base. To achievesupport our progress on this goal,journey, we seek diverse talent internally and externally in an effort to achieve broader representation throughout our organization. We also promote inclusion through education, training and development opportunities as well as by leveraging insights from our twelve business resource groups.
We remain focused on our strengthened commitment to be a more just, equitable and anti-racist organization, and want all of our employees to feel a sense of belonging at Delta. We have tools and processes in place to evaluate our progress on DEI matters, including with respect to our employees’ sense of belonging. We are also reviewing and revising systems, practices and policies in support of our commitment to equity. Two key areas are:
| 1 | reinforcement of our diverse talent pipeline by, among other things, requiring hiring candidate slates and interview panels to reflect diversity and taking a proactive approach to build internal and external career pathways to certain roles by removing college degree requirements and introducing a Skills-First talent approach; and |
| 2 | closing diversity gaps in senior leadership positions by increasing the representation of women, Black and other underrepresented racial and ethnic groups in those roles. |
The Personnel & Compensation Committee provides ongoing oversight with respect to policies and strategies relating to talent development and human capital management, including diversity, equity and inclusion. Our Diversity, Equity & InclusionDEI Council is the senior cross-divisional group that represents the operational, corporate and commercial organizations ofoversees our business and is charged with ensuring our diversity, equity and inclusionDEI priorities to ensure they are relevant and embedded throughout the company, company—in partnershipcollaboration with ourthe Diversity, Equity & Inclusion Office which is led by Keyra Lynn Johnson, our Vice President and Chief Diversity, Equity and Inclusion Officer. The council meets regularly to evaluateOfficer—and evaluates corporate and divisional metrics, programs and proposals that align with our diversity, equity and inclusionDEI strategy.
We remain focused on our strengthened commitment to be an anti-racist, anti-discrimination organization and want all of our employees to feel a sense of belonging at Delta. We have tools and processes in place The council meets regularly to evaluate our progress on diversity, equityto become a more equitable employer, including programs and inclusion matters, includingproposals that align with respect to our employees’ sense of belonging. Key elements of our diversity, equity and inclusion strategy to drive this vision include the following:DEI strategy.
Reimagining our talent strategy, such as by requiring hiring candidate slates and interview panels to reflect diversity and creating new pathways to certain roles by removing college degree requirements;
Rebuilding Delta to reflect the world we serve by closing diversity gaps in senior leadership positions through increased representation of women and under-represented groups in those roles, including doubling the number of Black officers and director-level employees by 2025 as compared to 2020;
Promoting inclusion through education, training and development opportunities, including enhanced inclusion training attended by more than 62,000 Delta employees during 2021, and through insights leveraged from our employee resource groups, which we refer to as business resource groups; and
Driving accountability for equitable outcomes by reviewing and revising our systems, practices and policies in support of our commitment to diversity, equity and inclusion and with a focus on achieving equitable outcomes.
As part of our commitment to transparency, and based on feedback from external stakeholders, we have begun publishingpublish on our website our latest EEO-1 Report as submitted to the U.S. Equal Employment Opportunity Commission.
Governance of Environmental Sustainability Program
We have implemented a robust governance framework at both the Board and management levels with respect to our environmental sustainability program:
Regular board-level oversight provided primarily through (i) the Corporate Governance Committee, which evaluates environmental sustainability strategy, goal setting, opportunities and risks as well as efforts and progress, (ii) the Audit Committee, which oversees the reporting of environmental and social matters in Delta’s SEC filings, and (iii) the Finance Committee, which oversees investments, including acquisition of new, more fuel efficient aircraft and significant investments in new technologies.
Robust management-level oversight provided through the ESG Council, the Carbon Council and the Risk Council, which report to the Delta Leadership Committee (DLC) and are composed of members of the DLC as well as other senior executives from across the organization who help to guide cross-functional working groups on climate strategy and execution as well as related risk mitigation efforts.
Global Sustainability team integrated throughout our business and led by Pam Fletcher, our Senior Vice President and Chief Sustainability Officer, who serves on the DLC and each of the ESG, Carbon and Risk Councils.
| 2024 PROXY STATEMENT |
During 2021, we built on our previously announced plan to invest $1 billion through the end of 2030 toward airline carbon neutrality by announcing our intention to set new medium- and long-term climate goals that are aligned with the applicable framework of the Science Based Targets initiative (SBTi).
Long-term net zero goal: Achieving net zero greenhouse gas (GHG) emissions across our airline operation and its value chain (Scopes 1, 2 and 3) no later than 2050, as outlined by the SBTi Net Zero Standard Criteria and in alignment with the United Nations Race to Zero — Business Ambition for 1.5°C campaign.
Medium-term emissions intensity goal: As a milestone on the path toward net zero, we are seeking to reduce GHG emissions intensity by 2035 as compared to 2019, based on lifecycle jet fuel emissions of GHGs in accordance with SBTi guidance for the aviation industry and in line with the Paris Agreement’s goal of limiting global warming to well below two degrees Celsius above pre-industrial levels.
We have submitted both goals to SBTi for validation, but we are unable to predict the outcome of that process and when it will be completed. These proposed goals are supported by a robust sustainable aviation fuel (SAF) goal. Our goal is to replace 10% of our jet fuel consumption with SAF by the end of 2030, with the aim of half of that amount from SAF that achieves at least an 85% reduction in lifecycle emissions relative to conventional jet fuel, subject to availability and feasibility.
The global aviation industry is viewed as a hard-to-abate sector, meaning it is innately difficult to decarbonize. We expect our path toward achievement of these ambitious climate goals to include the following levers, with the fleet and fuel levers expected to play the most significant roles:
Fleet: Currently, fleet renewal provides the largest impact on reducing emissions and emissions intensity. In 2020, we retired more than 200 of our less efficient aircraft ahead of schedule, improving emissions intensity and fuel efficiency on an available seat mile basis in 2020 and 2021, as compared to 2019. We expect our fleet renewal plans to continue to improve fuel efficiency in future periods.
Fuel: SAF is central to reducing the lifecycle carbon emissions from aviation fuel; however, it is not currently available at the scale or cost necessary to meet the industry’s needs. To replace 10% of our jet fuel consumption by the end of 2030, Delta will require at least 400 million gallons of SAF annually. We presently have agreements in place with a number of suppliers for the production of SAF, subject to third-party investment and timely facility development.
Operational Initiatives: Delta has launched a cross-functional senior leadership team, known as the Carbon Council, with the aim of executing and tracking operational initiatives to reduce jet fuel consumption and improve our GHG emissions intensity. This work supplements industry-wide efforts to modernize the air traffic control (ATC) system, which would allow for more fuel efficient and therefore less carbon intensive flying.
Technological Innovation: We plan to evaluate emerging technologies, such as synthetic hydrocarbon fuels, direct air capture (DAC) and carbon capture and sequestration (CCS) to support our efforts to achieve our long-term climate goals. For instance, we recently announced a collaboration with Airbus on research to accelerate the development of a hydrogen-powered aircraft and the ecosystem it would require.
Carbon Offsets: In support of our previously announced goal to invest $1 billion toward airline carbon neutrality through the end of 2030, Delta has purchased and retired approximately $135 million of verified carbon offsets related to approximately 27 million metric tons of our airline’s 2021 carbon emissions, including carbon offsets focused on preventing deforestation. We expect much of the future expenditures in support of this goal to be focused on solutions other than carbon offsets as we aim to progress the climate goals referenced above.
Stakeholder Engagement and Coalition Building
To advance these ambitious goals, we are committed to engaging our stakeholders and building coalitions to help drive down cost and increase production and consumption of alternative fuels and new technologies.
We partner with corporate customers to advance our environmental sustainability goals. We signed agreements with 35 corporate customers and travel agencies as of March 2022 to fund SAF that will be applied towards GHG emissions from their business travel on Delta.
We participate in sector-specific and multi-sectoral efforts to progress toward our climate goals and to influence climate and sustainability policy development, including Clean Skies for Tomorrow, the Aviation Climate Taskforce, the First Movers Coalition and the LEAF Coalition.
We engage with industry, government and trade associations on climate and environmental policy. We have recently advocated in support of several pieces of legislation to advance our climate goals, including legislation to promote development of the SAF market via tax incentives and grants.
We collaborate with the FAA and the airline industry to modernize the ATC system, central to reducing fuel consumption and GHG emissions in the near-term, including through forums such as the NextGen Advisory Committee. We have also advocated for NextGen equipage funding for regional jets to accelerate the implementation of a modernized ATC system.
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As we connect people with communities, experiences and each other, we are committed to doing our part to build a better world. Giving back to the communities where we live, work and serve is part of our culture at Delta. TheIn addition to “Our Commitment to the Environment” described above, the graphic below illustrates some of the ways in which Delta and its people gave back in 2021:2023:
DELTA’S COMMUNITY IMPACT
| ir.delta.com | | 2024 PROXY STATEMENT |
Delta has a history of a strong, independent Board, composed of experienced members who are diverse with respect to background, skills, experiences, gender, race and ethnicity. The Board is committed to sound corporate governance in line with evolving best practices.
After pausing the refreshment of the Board during the pandemic, Leslie D. Hale and Greg Creed have recently joined the Board, bringing strong experience and skills. In order to provide continuity as we continue to recover from the impact of the pandemic, the Board has waived the retirement age for Mr. Blake and Mr. Easter. As the Chair of the Board and of the Corporate Governance Committee, Mr. Blake’s leadership of the Board has been critical during the pandemic. Likewise, Mr. Easter has played a crucial role in leading the Audit Committee. Their ongoing service will enable the Board to continue to function efficiently and effectively as leadership responsibilities transition.
Corporate Governance Highlights
| BOARD COMPOSITION AND REFRESHMENT | SHAREHOLDER RIGHTS AND ACCOUNTABILITY | OTHER LEADING GOVERNANCE PRACTICES | |||
› 10 of 12 director nominees are independent (all except the CEO and ALPA nominee) › Independent non-executive Chair with clearly defined and robust responsibilities › Active Board oversight of strategy, safety, risk management, information technology and cybersecurity matters, environmental sustainability and human capital management | › Regular Board refreshment and mix of tenure and diversity of directors (6 of our independent director nominees joined in the last 5 years, 4 of whom are diverse in race, ethnicity or gender) › Robust annual self-evaluations of Board and Board committees › Retirement age of 72 for outside directors › Outside board members encouraged to limit participation on other boards | › Annual election of all directors › Proxy access right for shareholders › Majority vote and director resignation policy for directors in uncontested elections › Shareholders constituting more than 20% of our outstanding common stock can call a special meeting › One class of outstanding shares with each share entitled to one vote › No shareholder rights plan (poison pill) or supermajority voting | › Ongoing comprehensive succession planning for management › Anti-hedging and anti-pledging policy for all employees and Board › Prohibition on ownership of specific airline competitors’ stock by Board and officers › Robust stock ownership and retention guidelines for Board and executive officers › No employment agreements or supplemental executive retirement plans for officers › Transparent political activity, environmental sustainability, human capital and other disclosures available through our website |
| 2024 PROXY STATEMENT |
During 2021,2023, the Board of Directors met nineseven times. Each director who served on the Board during 20212023 attended at least 75% of the meetings of the Board of Directors and the committees on which he or she served that were held during his or her tenure on the Board or relevant committee. The Board members also participated in informal update calls with management in months in which the Board did not have formal meetings.
It is the Board’s policy that directors are encouraged to attend the annual meeting. All of Delta’s directors attended the virtual annual meeting in 2021. 2023.
During the year, the Board routinely held executive sessions without the Chief Executive Officer. Mr. Blake or Mr. Taylor presided at these sessions as non-executive ChairmanChair of the Board.
In addition to formal meetings, the Board members participated in bi-monthly update calls with management during the first half of 2021 and continued to hold monthly calls in the second half of the year.
Because we believe operating pursuant to sound governance practices benefits the long-term interests of our shareholders, for
For many years we haveour Board has chosen to elect an independent, non-executive ChairmanChair of the Board separate from our Chief Executive Officer.
We believe the non-executive ChairmanChair of the Board plays an important governance leadership role that enhances long-term shareholder value. Mr. Taylor became the non-executive Chair immediately following our annual meeting in 2023.
The Chairman’sChair’s responsibilities include:
chairing meetings of non-management directors (executive sessions)
| › | chairing meetings of non-management directors (executive sessions) |
presiding at the annual meeting of shareholders
| › | presiding at the annual meeting of shareholders |
briefing the Chief Executive Officer on issues raised in executive sessions
| › | briefing the Chief Executive Officer on issues raised in executive sessions |
in collaboration with the Corporate Governance Committee, committee chairs, the Chief Executive Officer and the Chief Legal Officer, setting Board agendas and strategic discussions and providing a review of pre-meeting materials delivered to directors
| › | in collaboration with the Corporate Governance Committee, committee chairs, the Chief Executive Officer and the Executive Vice President – External Affairs, setting Board agendas and strategic discussions and providing a review of pre-meeting materials delivered to directors |
overseeing annual Board, committee and Chief Executive Officer performance evaluations and succession planning
| › | overseeing annual Board, committee and Chief Executive Officer performance evaluations and succession planning |
managing the Board and committee oversight of risks
| › | managing the Board and committee oversight of risks |
recommending appropriate governance policies and practices, including committee structure and responsibilities
| › | recommending appropriate governance policies and practices, including committee structure and responsibilities |
overseeing the avoidance of conflicts of interest
| › | overseeing the avoidance of conflicts of interest |
recommending Board committee and committee chair assignments
| › | in collaboration with the Chair of the Corporate Governance Committee, recommending Board committee and committee chair assignments |
facilitating director discussions inside and outside the boardroom, managing the relationship between the Chief Executive Officer and the Board, consulting with the Chief Executive Officer and serving as a counterweight as appropriate
| › | facilitating director discussions inside and outside the boardroom, managing the relationship between the Chief Executive Officer and the Board, consulting with the Chief Executive Officer and serving as a counterweight as appropriate |
overseeing the process for selecting new Board members
| › | overseeing the process for selecting new Board members |
calling meetings of the Board and shareholders
| › | calling meetings of the Board and shareholders |
chairing the Corporate Governance Committee
| › | carrying out other duties requested by the Chief Executive Officer and the Board
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In early 2022, the Board reviewed and, as appropriate, updated the allocation of oversight responsibilities for various ESG matters. These responsibilities are identified in bold type in the summary below.
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Personnel & Compensation Committee
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All membersThe following chart shows the specific skills and experiences the Board currently believes are important for independent nominees collectively to possess for effective governance of Delta in the current business environment. The matrix also provides a high level summary of the Audit, Corporate Governance, Financeimportant skills and Personnel & Compensation Committees are non-employeeexperiences of our independent nominees to the Board, which contribute to the sound governance of Delta. It is not an exhaustive list of each nominee’s contributions to the Board. The Board is committed to having a membership that reflects diversity, including with respect to gender, race and ethnicity. This commitment is illustrated by the fact that our director nominees includes six directors who are independent, as defined in the New York Stock Exchange (NYSE) listing standardsracially or ethnically diverse 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).three female directors.
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| Senior Leadership CEO/senior management of public or private company/governmental entity/academic |  | | | | | | | | | |
| Airline/Transportation Industry Business leader, or regulator or consultant to the industry | | |||||||||
| Marketing/Brand Management/Data as Customer Engagement Tool Marketing/managing well-known brands including the use of data analytics | | | | |||||||
| Finance/Accounting Capital markets, public company, financial or accounting management experience | | | | | ||||||
| Risk Management Enterprise or financial risk management | | | | | | | | | | |
| Technology/Cybersecurity/Digital Leadership in technology, cybersecurity, new media or data analytics | | | ||||||||
| Energy Senior experience in the energy industry or with an energy regulator | | |||||||||
| Global Business Senior experience in multinational businesses | | | | | | | | |||
| Government Affairs/Legal Affairs/Global Security Senior experience in public sector/law/global security | | | ||||||||
| Board Membership Director public/large private company | | | | | | | | | | |
| Diversity Racial, Ethnic and/or Gender Diversity | | | | | | | |
| The Board believes that the combination of backgrounds, skills and experiences of the nominees produces a Board that is well-equipped to exercise oversight responsibilities on behalf of our shareholders and other stakeholders. In addition to the chart above, we provide information about each nominee for director, including certain experiences that led the Board to conclude the nominee should serve as a director of Delta, under “Proposal 1 - Election of Directors” starting on page 62. |
| 2024 PROXY STATEMENT |
The Corporate Governance Committee recommends to the Board of Directors nominees for election to the Board. Delta believes each current nominee for the Board of Directors has the following attributes:
integrity, honesty and adherence to high ethical standards
| › | integrity, honesty and adherence to high ethical standards | |
| › | extensive business acumen and sound judgment | |
| › | a track record of service as a leader in business or governmental settings | |
| › | commitment to diversity, equity and inclusion |
extensive business acumen and sound judgment
a track record of service as a leader in business or governmental settings
commitment to diversity, equity and inclusion
The Committee seeks nominees who have the skills and experience to assistoversee 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). 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 as follows:
Identification | The Corporate Governance Committee considers potential new candidates that may be proposed by current directors, management, professional search firms, shareholders or other persons. The Committee routinely retains third-party search firms to assist in identifying a broad group of possible candidates and preliminarily screening potential Board members who have experience that would complement and enhance the current Board. | ||||
| 2 Assessment process | The Committee evaluates potential director candidates in a thorough process in considering whether the candidates satisfy the criteria required and the current needs and composition of the Board. This process may include reviewing qualifications and experience of a broad group of candidates, engaging a third party firm to assist with screening and gathering of additional information, interviewing candidates and making inquiries with persons knowledgeable about candidates. | ||||
| 3 Criteria | › The Committee and the Board assess candidates based on factors such as the individual’s character, judgment, diversity (including with respect to background, skills, experience, age, gender, race and ethnicity), experience, skills and acumen, international or global business background and other matters that are relevant to the Board’s needs and objectives at the particular time. › The Committee and the Board also consider the independence, financial literacy, and the ability to devote appropriate time to Board activities and to the enhancement of candidates’ knowledge of Delta’s business. › While the Board does not have a specific policy with respect to diversity, the Board and 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. | ||||
| +6 | independent directors in the last 5 years |  | 4 | of whom are diverse | |
| ir.delta.com | | 2024 PROXY STATEMENT |
The Board of Directors has established the Audit, Corporate Governance, Finance, Personnel & Compensation and Safety & Security committees to Contentsassist it in discharging its responsibilities. The number of meetings held by each of these committees in 2023 and the committee’s primary responsibilities are listed below. The chart below represents the current composition of each committee. Mr. Easter and Ms. Jackson are not standing for reelection. Ms. Black and Mr. Chiang’s committee assignments have not yet been determined.
A detailed list of the responsibilities of each committee can be found in the committee charters, which are available in the corporate governance section of our website at ir.delta.com/governance/. Our Certificate of Incorporation, Bylaws, Corporate Governance Principles, codes of ethics and business conduct and director independence standards are also available in the corporate governance section of our website at ir.delta.com/governance/.
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).
| Members | Primary Responsibilities |
William H. Easter III* (Chair) Greg Creed David G. DeWalt* Michael P. Huerta Kathy N. Waller* Meetings in 2023:9 * Audit Committee Financial Experts Ms. Waller has been designated as Chair of the Audit Committee following the annual meeting. | › oversees our financial reporting and disclosure processes, including the appointment of our independent auditors, the review of the audit and work of our internal audit department and the adequacy and effectiveness of our internal controls over financial reporting › oversees compliance with procedures and processes pertaining to corporate ethics and standards of conduct, including regular review of reports on adherence to these standards › reviews enterprise risk management processes and discusses major risk exposures with management › reviews cybersecurity risks and the security and operations of our information technology systems › oversee the reporting of environmental and social matters in our SEC filings › reviews and, if appropriate, approves or ratifies possible conflicts of interest involving members of the Board or executive officers and related party transactions that would be subject to disclosure under Item 404 of Regulation S-K The Audit Committee Report can be found on page 72. |
| Members | Primary Responsibilities |
David G. DeWalt (Chair) William H. Easter III Michael P. Huerta Sergio A. L. Rial David S. Taylor Kathy N. Waller Meetings in 2023:6 | › leads the Board’s governance practices and procedures, including the search for and recruiting of new outside directors and consideration of nominees for the Board › oversees our governance standards, processes for evaluation of the Board and its committees, and compensation of non-employee directors › oversees our environmental sustainability strategy, goal setting, opportunities and risks, and efforts and progress with respect to these matters › reviews reports on our corporate and PAC political contributions and charitable contributions made by Delta or The Delta Air Lines Foundation |
| 2024 PROXY STATEMENT | 19 |
| Members | Primary Responsibilities |
David S. Taylor (Chair) Leslie D. Hale Jeanne P. Jackson Vasant M. Prabhu Sergio A. L. Rial Meetings in 2023: 8 | › reviews and makes recommendations about the financial structure of the company, financial planning, investments (including strategic investments in our overseas commercial airline partners), acquisitions and divestitures, operating plans, capital structure and hedging activities › reviews and approves or recommends to the Board commitments, capital expenditures and financing transactions |
| Members | Primary Responsibilities |
Sergio A. L. Rial (Chair) Greg Creed Jeanne P. Jackson David S. Taylor Kathy N. Waller Meetings in 2023:9 | › oversees our general compensation philosophy and practices and the annual review of our Chief Executive Officer and reviews and approves compensation programs for our executive officers › reviews management succession plans and the company leader and talent planning process › makes recommendations to the Board regarding election of officers › oversees policies and strategies relating to talent development and human capital management, including diversity, equity and inclusion and employee wellbeing The Personnel & Compensation Committee Report can be found on page 44. |
| Members | Primary Responsibilities |
Michael P. Huerta (Chair) David G. DeWalt William H. Easter III Leslie D. Hale Christopher A. Hazleton Vasant M. Prabhu Meetings in 2023:6 | › oversees and consults with management on our customer, employee and aircraft operating safety and security goals, performance and initiatives › reviews current and proposed safety and security-related programs, policies and compliance matters › reviews reports and matters that may have a material effect on our flight safety operations and security matters › reviews matters related to public health that have an impact on our operations |
| ir.delta.com | | 2024 PROXY STATEMENT | 20 |
For many years our Board of Directors and each of its committees have annually engaged in comprehensive self-evaluations.
The Board believes this annual evaluation process supports its effectiveness and continuous improvement.
| PROCESS OVERSIGHT | EVALUATION | PRESENTATION AND FINDINGS | FEEDBACK | |||
| The Corporate Governance Committee oversees the evaluations and re-examines the process for the Board and Board committee evaluations each year. | For 2023, the Executive Vice President – External Affairs spoke individually with each Board member to discuss specific topics, such as issues of importance to the Board for 2024, strategic planning and succession planning, 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 directors’ comments were compiled and reviewed by the Board and the Board committees in a format without attribution of comments in executive sessions in early 2024. Topics discussed include: › an assessment of Board and committee performance in 2023 › issues of importance to the Board for 2024 › risk management, strategic planning and succession planning | The non-executive Chair of the Board and the chairs of the committees identify follow-up matters from the evaluations. These included long-term strategy, management succession planning, board succession planning, capital allocation, and oversight of evolving environmental sustainability and human capital matters, among other items. |
The Board of Directors has ultimate responsibility to oversee Delta’s enterprise risk management program (ERM). program. Coordinated by the headDelta’s Vice President of Delta’sthe Corporate Audit &and Enterprise Risk Management department, the ERM program instillsapplies a repeatable methodology and framework to promote heightened awareness of risk management throughout Delta,risks to our enterprise. The program identifies and categorizes risks and monitors the progress of enterprise risk mitigation plans. The role ofplans alongside the risk owner(s). ERM’s primary objectives include facilitating a cross-functional enterprise-wide risk assessment, integrating the ERM isframework into business processes and decision-making, holding management accountable to provide a risk management framework with cross-functional alignment to enable risk informed decision-making through identification and categorization ofmitigate risks, and monitoringproviding assurance the progress of enterprise risk mitigation plans.risk-governance systems are functioning appropriately.
The Board discusses risk throughout the year, particularly when reviewing operating and strategic plans and when considering specific actions for approval. The Board’s oversight of certain risk managementareas is managed through delegation of that risk item to each of the Board’s committeesapplicable Board committee based on its scope and charter with regular reporting to the full Board. The Board reviews the effectiveness of the ERM program through regular reports to the Audit Committee. In 2023, the full Board participated in a special session of the Audit Committee to receive an update on our ERM program.
| 2024 PROXY STATEMENT |
BOARD OF DIRECTORS Oversees Delta’s ERM | ||||||||||
| AUDIT COMMITTEE | ||||||||||
› Reviews the ERM framework; reviews management’s process for identifying, managing and assessing risk; oversees the management of risks related to the integrity of the consolidated financial statements, internal control over financial reporting, the internal audit function, and legal and regulatory matters related to cybersecurity, the security and operations of the information technology systems and reporting of environmental matters in SEC filings. › Members of the Audit Committee are financially literate as defined by the NYSE, three of whom are designated as audit committee financial experts. › The Audit Committee received briefings on information security matters at all of its regular meetings in 2023 from our chief information officer or chief information security officer, including updates related to cyber and technology risk, the security and operations of our information technology systems and our digital transformation. Members also have access to internal and external education on cybersecurity risks. | ||||||||||
| FINANCE COMMITTEE | PERSONNEL & COMPENSATION COMMITTEE | CORPORATE GOVERNANCE COMMITTEE | SAFETY & SECURITY COMMITTEE | |||||||
| › Oversees the management of risks related to aircraft fuel price, foreign currency and interest rate hedging, Delta’s financial condition and capital structure, its financing, acquisition, divestiture and investment transactions and related matters. | › Reviews risks related to management succession and development, Delta’s executive compensation program, leadership development and talent planning process, human capital management and related matters. | › Reviews risks related to Board of Directors’ succession plans, Delta’s corporate governance, environmental sustainability, political contributions and related matters. | › Oversees the management of risks related to customer, employee, aircraft and airport operating safety and security, global public health and related matters. | |||||||
Delta’s ERM program is an integrated and continuous process is a journey of continuous improvementfor managing enterprise-wide risks including strategic, financial, operational, safety, compliance and iteration to meet the evolving needs of our business.reputational risks. Leaders of theall business divisions working closelyengage with the ERM leader, have responsibility forteam to identify risk identification, development of businessas it relates to their respective operating divisions and strategic plans, develop risk mitigation plans, monitor the effectiveness of those mitigation activities and monitoring and reporting progressprovide updates through a series of their implementation.specific risk committees as appropriate. The organizational design of Delta’s leadership, structure, combined with the rolesRisk Council, under the oversight of the Board and its committees, and the Risk Council, provide appropriate leadershipa robust governance structure for effective risk oversight.management and oversight of enterprise risks.
The senior management level, cross-divisional Risk Council meets at least quarterly and includes the Chief LegalFinancial Officer, Executive Vice President - External Affairs, Chief Information Officer, Chief Sustainability Officer, Chief Customer Experience Officer, Chief Strategy Officer, Chief Compliance Officer, Chief FinancialHealth & Wellness Officer, Chief Information Security Officer, Senior Vice President - Corporate Safety and Security, Chief Health Officer,Senior Vice President - Controller, Chief Information Security Officer, Chief Sustainability OfficerVice President of Corporate Audit, and the headDirector of the Corporate Audit & Enterprise Risk Management, department, among others.
As appropriate, various officers and employees attend meetings of the Risk Council to provide updates on mitigation progress and other follow up on issues addressed within the Risk Council.
The Risk Council oversees all areas of the company’s business risk, including the following: monitoring risk tolerance levels;risks to our strategy; monitoring external macro-trends; defining organizational responsibilities for risk management;the management of certain exposures; identifying significant risks to Delta; and riskDelta including the effectiveness of mitigation and management strategies based on Delta’s risk tolerance levels as well as monitoring the business to determine that risk mitigation activities are in place and operating.
| | 2024 PROXY STATEMENT |
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:
Law Department
Delta Air Lines, Inc.
Department 981
1030 Delta Boulevard
Atlanta, Georgia, 30354Attn:
Attention: Corporate Secretary
Communications will be sent directly to the ChairmanChair 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.
| 2024 PROXY STATEMENT |
The following table sets forth the number of shares of Delta common stock beneficially owned as of April 22, 2022,19, 2024, by each current director, and director nominee, each person named in the Summary Compensation Table in this proxy statement, and all current directors and current executive officers as a group. Unless otherwise indicated by footnote, the owner exercises sole voting and investment power over the shares listed.
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | (1) |
Current Directors: | ||
Edward H. Bastian |
| 2,287,419(2) |
|
| - |
|
| - |
Greg Creed |
| 21,870(3) |
David G. DeWalt |
| 75,210 |
William H. Easter III |
| 68,660 |
Leslie D. Hale |
| 10,870 |
Christopher A. Hazleton | 300 | |
Michael P. Huerta |
| 27,465 |
Jeanne P. Jackson |
| 59,100 |
|
|
|
Sergio A. L. Rial |
| 30,333 |
David S. Taylor |
| 99,480 |
Kathy N. Waller |
| 37,840 |
Named Executive Officers: | ||
Glen W. Hauenstein |
| 1,142,294(2) |
|
|
|
Peter W. Carter |
| 465,968(2) |
Daniel C. Janki |
| 278,347(2) |
|
|
|
|
|
|
Current Directors and |
| 6,164,287(2) |
(1) | Each of the individuals listed in the table and the current directors and 19, 2024. | |
| (2) | Includes the following number of shares of common stock which a director or a named executive officer has the right to acquire upon the exercise of stock options that were exercisable as of April |
| Name | Number of Shares |
| Edward H. Bastian |
| |
| Glen W. Hauenstein |
| |
|
| |
Peter W. Carter |
| |
| Daniel C. Janki |
| |
|
| |
|
| |
Directors & Current Executive Officers as a Group |
|
(3) | Includes |
| (4) | Includes 57,790 shares held by the Easter Management Trust, over which Mr. Easter has shared investment and voting power. |
| (5) | Includes 22,000 shares held by a trust for the benefit of Ms. Jackson and her husband and 3,510 shares held by trusts for the benefit of Ms. Jackson’s children. Ms. Jackson has shared investment and voting power over all shares held in these trusts.
|
| ir.delta.com | | 2024 PROXY STATEMENT | 24 |
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 22, 2022.19, 2024.
Name and Address of Beneficial Owner | Amount and Nature of
| Percentage of Class | ||
The Vanguard Group 100 Vanguard Blvd |
| 71,974,852(1) |
| 11.2% |
BlackRock, Inc. 50 Hudson Yards |
| 43,050,757(2) |
| 6.7% |
(1) | Based on an amendment to Schedule 13G filed on February |
| (2) | Based on an amendment to Schedule 13G filed on |
| 2024 PROXY STATEMENT |
SERGIO A. L. RIAL
It has been three extraordinary years since I last shared with you the Committee’s perspective on our executive compensation program and the decisions we made regarding its design during the height of the pandemic. At that time, Delta had ended 2020 with an adjusted pre-tax loss of $9 billion and no clear idea of how long it would take for our customers to Contentstravel again. Today, I am proud to be addressing you after ending 2023 with an adjusted pre-tax income of $5.2 billion, a profit sharing payout for all Delta people of $1.4 billion and a cohesive and engaged senior management team leading the highest performing airline in the industry, including our Chief Executive Officer, Ed Bastian, who was recognized as Chief Executive’s Chief Executive of the Year and earned a place on Institutional Investor’s 2023-24 All-America Executive Team rankings as Best Chief Executive Officer within the airline industry for the sixth consecutive year.
While the circumstances have changed significantly from three years ago, we have not wavered from the two guiding principles we developed when determining how best to handle executive compensation in unprecedented times:
| › | Continue the alignment of pay for performance between frontline employees and management; and |
| › | Keep a meaningful portion of total compensation at risk for our senior management and aligned with shareholder outcomes. |
Using these principles, we maintained the core elements of our executive compensation program—with its history of driving strong performance—and made adjustments to better link compensation with performance through the airline’s recovery and to attract and retain new executive talent in an uncertain period, while ensuring the majority of compensation remained at risk.
Delta’s leadership prioritized the health, safety and well-being of our employees and customers throughout the pandemic, which strengthened our competitive advantages, and we entered 2023 in position to further extend our financial and operational lead over the industry. Recognizing this pivotal moment in Delta’s history, we began with our guiding principles to develop an executive compensation program for 2023 that:
| › | Incentivizes our senior management team to continue delivering industry-leading performance and further elevate Delta’s financials beyond a traditional airline, growing diverse revenue streams and delivering sustained free cash flow to strengthen the balance sheet; |
| › | Preserves a team with a proven track record of driving remarkable results in unprecedented times, including Mr. Bastian, the only CEO among the major U.S. airlines to lead the company through the entire pandemic; and |
| › | Recognizes and rewards the team’s sustained performance throughout these unique times that maintained and accelerated Delta’s industry-leading operational and financial performance as Delta’s financial highlights on the following page overwhelmingly demonstrate. |
Determining how best to accomplish these objectives resulted in much discussion and deliberation among the Committee members. Ultimately, we maintained the design of our current executive compensation program, but considering the disproportionate impact the pandemic had on Mr. Bastian’s and our other tenured executive officers’ total compensation and prior incentive awards, a one-time enhancement was added to their regular long-term incentive award. This consisted of additional at-risk performance-based equity awards, whose value would be determined based on meeting aspirational absolute and relative performance measures, with maximum payouts conditioned on reaching certain stock price hurdles, and time-based cash awards. Additionally, these enhanced awards included restrictive vesting terms, which further encourages each officer’s long-term leadership.
The Committee is confident, based on our continued alignment of pay to performance and the incredible results they have generated, that our 2023 decisions will drive equally outstanding results that will continue to benefit our employees, customers and shareholders. Thanks to our industry-leading financial and operational results in 2023, we believe our decisions in 2023 have already well positioned the company for the future. And nothing demonstrates this better than Delta being named the 2024 Airline of the Year by Air Transport World.
Thank you for your continued support of Delta.
| ir.delta.com | | 2024 PROXY STATEMENT | 26 |
This section of the proxy statement describes the compensation of ourthe named executive officers for 2021.2023. It also discusses how our executive compensation program reflects our compensation philosophy and objectives, including the importance of linking pay to performance.
20212023 Named Executive Officers
| Name |
| Position | |
EDWARD H. BASTIAN | Chief Executive Officer | ||
GLEN W. HAUENSTEIN | President | ||
| PETER W. CARTER |
| Executive Vice President | External Affairs |
|
| ||
DANIEL C. JANKI | Executive Vice President & Chief Financial Officer | ||
| MICHAEL L. SPANOS | Executive Vice President & Chief Operating Officer |
Effective July 19, 2021, Daniel C. JankiDelta has been on a long-term journey to change the financial profile of the company and transcend the industry by becoming the airline of choice with a trusted consumer brand. Executing on Delta’s commercial strategy has increased the mix of diverse revenue streams, including premium and loyalty, resulting in a unit revenue premium to the industry and industry-leading margins and returns on capital. The pandemic was an unprecedented challenge and, despite the uncertainty, our management focused on first protecting Delta’s employees and customers, and then taking action to strengthen the business and the brand for the long-term. This included protecting pay and jobs for our people, accelerating generational airport rebuilds, protecting customers with the middle-seat block, prioritizing operational reliability over growth and undertaking a comprehensive migration to the cloud. These actions further separated Delta from the industry, with the airline delivering 40% of the U.S. airline industry’s profits in 2023, up from 25% in 2016, when Mr. Bastian became Delta’s Chief FinancialExecutive Officer. William C. Carroll
2023 was a strong year for Delta, with the airline approaching full network restoration and Garrett L. Chase concluded their service as Interim Co-Chief Financial Officers as of that date.
We started 2021 coming off onediverse revenue streams reaching 55% of the company’s total revenue. Delta is the most difficult years in Delta’s history — a year in which we learned how to operate anawarded airline, throughnamed the ever-changing circumstancesworld’s No. 11 Most Admired Company as ranked by FORTUNE, winner 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,Cirium Platinum Award for 2021. Instead, we relied on the following guiding principles to drive our decisions over the year:
Keeping our people, our customers and our communities safe through our health and safety protocols
Harnessing the innovation and agility we developed in 2020 to create and execute our plan for recovery
Listening to our customers and acting on their feedback to provide us the blueprint for Delta’s future
Living our values and continuing to address inequity, economic disparity and climate change
These principles successfully drove the airline in 2021. Our operational excellence and best-in-class service were recognizedNorth America’s most on-time airline, and the 5th Best Large Employer in America by travelers as J.D. Power’s No. 1 airlineForbes.
| (1) | Adjusted for special items; see “Supplemental Information about Financial Measures” on page 84 for reconciliations of non-GAAP measures and reasons we use them.” |
 | Pre-Tax Income.2023 adjusted pre-tax income of $5.2 billion nearly doubled 2022 results. It was Delta’s fifth-highest pre-tax income on record and the sixth year in our history that we generated a pre-tax profit above $5 billion—performance unmatched by any competitor. | |
| Earnings Per Share. Diluted earnings per share, adjusted, of $6.25 ($7.17 on a GAAP basis) was the second-highest level of earnings in Delta’s history—surpassed only by 2019. | |
| Free Cash Flow. $2.0 billion of free cash flow in 2023 allowed Delta to repay more than $4 billion of gross debt, reducing interest expense, and reinstate its quarterly dividend. |
| 2024 PROXY STATEMENT | 27 |
This strong performance resulted in customer satisfaction among airlinesDelta sharing $1.4 billion 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 toprofits with our employeespeople under the company’s broad-based profit-sharingprofit sharing program (Profit Sharing Program). This program is core to Delta’s philosophy that by investing in our people, they will deliver for our customers, whose loyalty drives continued reinvestment in our employees and business and creates value for our shareholders.
The progress
Delta madehad the highest total shareholder return (TSR) of any U.S. airline in its recovery from2023, and remains the impactbest performing airline since the onset of the pandemic, in 2021 isa testament to our leadership’s execution through the pandemic. The following chart shows Delta’s performance against airline peers for 2023:
As described in detail inthis Compensation Discussion and Analysis, we believe compensation should align with the “Letter frominterests of our employees, customers and shareholders. Given our underlying pay-for-performance philosophy, a significant portion of our executives’ compensation is at-risk and reflects our performance. In 2023, the CEO,” “Letter fromPersonnel & Compensation Committee developed the Non-Executive Chairman ofexecutive compensation program to concentrate Delta’s leadership beyond the Board”airline’s recovery and toward stabilization and the “Proxy Statement Summary” sectionsstrengthening of this proxy statement.Delta’s trusted global brand. Our ability to outperform our plan and other airlines resulted in above target payouts for our annual incentive plan as well as for the long-term incentive program approved in 2021.
One-Year Total Shareholder Return*
Delta vs. Major U.S. Airlines
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 thatWe believe Delta’s most important competitive advantage is our employees who are the face of our brand. As air travel continued its people. Asrobust pace in 2023 and the airline returned to full capacity, our people, as always, rose to the challenge. Our financial and operational success in 2023 is a direct result of their resiliencethe dedication and dedication, we were ready to welcome back our customers as they steadily resumed air travel. During 2021, we returned allhard work of our people to full schedules and began rebuilding our workforce by welcoming approximately 11,000 new employees to Delta, while continuingover 100,000 employees. During 2023, we continued our commitment to promotepromoting a culture of open, honest and direct communications, enhancing the wellness of our people and building an environment that encompassesfosters engagement, integrity and respect.
Our employee commitment also extends to actively seeking diversity, boldly pursuing equity and consciously promoting inclusion. See “Our Commitment to Our People” starting on page 12 for more information about Delta’s diversity, equity and inclusion.inclusion efforts.
| ||
| ||
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| |
 |  | Profit Sharing ProgramPaying
|
 |  |
|
 |  | |
 |
| |
| ir.delta.com | | 2024 PROXY STATEMENT | 28 |
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 our 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 also continues to 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 succession planning programs. They are also exposed to potential future executive leaders through board meetings and informal events.
|
Executive Compensation in
20232021
Since 2020, the core elements of our pre-pandemic executive compensation program have been maintained. The Personnel & Compensation Committee believed the program’s underlying structure provided both a solid foundation and enough flexibility to appropriately adjust the focus of Delta’s leadership team—whether it was navigating the first months of the pandemic when Delta’s revenues declined 91 percent over the prior year to returning to full-year profitability just two years later. During this time, the general structure of our annual and long-term incentive plans was retained, but adjustments were made so that our plans could effectively:
| › | continue to align the named executive officers’ interests with shareholders to drive long-term value creation; |
| › | reward the named executive officers’ leadership in the industry as Delta transitioned from survival to recovery and stabilization; and |
| › | recognize the highly marketable and transferable talents of the named executive officers. |
In 2020,2022, the Personnel & Compensation Committee determined not to make changes to any outstanding short-term orreturned our annual and long-term incentive awards, despiteplans to a structure more consistent with our pre-pandemic practices. Through this structure, the pandemic negatively impacting award values significantly — ensuring our executives remained fully aligned with shareholders. It madeprogram included incentives that decision knowing it would have to develop a program for 2021 that rewardsrecognized our executives’ leadership in the industry, continued focus on our recovery and commitment to Delta. TheDelta, while continuing to place the majority of their compensation at-risk with stretch performance measures that reward exceptional performance and provide long-term value to our shareholders.
In setting compensation for 2023, the Personnel & Compensation Committee, met extensivelyin consultation with its compensation consultant, considered the company’s long-term business strategy and company managementthe need to recognize and retain a leadership team with a proven track record of exceptional performance under extraordinary circumstances to achieve the company’s continuing success. Recognizing that Delta entered the year in a position to further extend our financial and operational lead over the industry, the Committee met extensively to consider how best to achievemeet these objectives within a set of guiding principles that adhere to our pay for performance compensation philosophy and comply with the compensation limitations of the CARES Act.philosophy.
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 the other actions taken by the Personnel & Compensation Committee as described in this Compensation Discussion and Analysis, the following actions were taken with respectfor 2023:
| › | Changes to Annual and Long-Term Incentive Plans. The current structure of our incentive plans was retained, with adjustments that reflect the company’s focus shift from recovery to stabilization. |
| › | For both the annual and long-term incentive plans, “target ranges” were eliminated, and each plan returned to a single target number for all performance measures. |
» For 2024’s long-term incentive plans for 2021:
Bifurcated Performance Periods. Due to the continued uncertainty of the pandemic’s ongoing impact to our business and the complexity of determining performance goals in such an environment, the Personnel & Compensation Committee established two separate performance periods under both the annual and long-term incentive plans.
For the annual plan, the performance period was divided in two six-month periods (rather thanprogram (LTIP), time-based cash awards were eliminated as a single 12-month performance period).
For the performance award component of the long-term incentive program, the typical three-year performance period was divided into separate one-year (2021)LTIP and two-year periods (2022-2023).
The Personnel & Compensation Committee reinstated the full twelve-month and three-year performance periods for our 2022 incentive plans.
Reduced Number of Performance Measures. To concentrate our named executive officers’ focus on the elements most beneficial to our recovery efforts, the Personnel & Compensation Committee simplified the annual and long-term incentive plans by reducing the number of performance measures under each plan.
Under the annual plan, the number of performance measures was reduced from three to two.
Under the long-term incentive program, the number of performance measures applicable to the performance award component was reduced from five (including a modifier) to three and the performance hurdle that triggered time-based vesting of the stock option award component was removed.
Revised Certain Payout Provisions.
The maximum payout available under the annual plan was reduced to 150% (from 200%).
The three-year vesting schedule for restricted stock awards underwere returned for all named executive officers.
| › | To further encourage the strengthening of our financial foundation and our position as the leader in the airline industry, the performance measures for the 2023 LTIP performance restricted stock unit awards were revised. This change—from measuring Delta’s earnings per share recovery on an absolute and relative basis to measuring our pre-tax income relative to our comparable airline peers and cumulative free cash flow and setting stock price hurdles to achieve maximum payouts—is described more fully below in the “Performance Measure Selection” section on page 35 of this proxy statement. |
» For the long-term incentive program2024 LTIP, relative TSR was front-loaded, so that 50%added as a performance modifier to further align the interests of the award vests after the first year and the remaining 50% will vest equally over the next following two years. We returned to our traditional vesting schedule (three equal installments) for restricted stock granted under our 2022 long-term incentive program.
Any payouts tonamed executive officers with respect to the performance award component of the long-term incentive program will be made in cash (rather than being converted to shares of Delta stock on the payment date).our shareholders.
| › | Named Executive Officers’ 2023 Target Compensation. As part of its annual compensation review, the Personnel & Compensation Committee approved: |
| › | No increases to the base salary and annual incentive plan target award opportunities for Mr. Bastian, Mr. Hauenstein and Mr. Janki; | |
| › | An increase to the base salary and annual incentive plan target award opportunity for Mr. Carter to recognize his promotion in October 2022, which expanded his role within the company to include leading the company’s sustainability and international teams; and | |
| › | An increase in the long-term incentive program target award opportunity for Mr. Janki to reward his leadership in achieving the company’s outstanding financial performance. |
| › | One-Time Enhanced Awards to Certain Named Executive Officers.Also in connection with its annual executive compensation review, in April 2023, the Personnel & Compensation Committee granted one-time enhanced awards to Mr. Bastian, Mr. Hauenstein and Mr. Carter as part of the performance restricted stock unit and time-based cash award components of the 2023 LTIP. This enhancement is consistent with our pay for performance philosophy and incentivizes these named executive officers to focus on long-term improvements in company performance that will lead to greater shareholder value. |
| › | The enhanced award to Mr. Bastian consists of an additional $10 million of performance restricted stock units and $10 million of time-based cash award payable over two years. In granting this one-time enhanced award to Mr. Bastian, the Personnel & Compensation Committee considered the importance of his continuing, long-term leadership of Delta—strengthening the alignment of his future compensation |
| 2024 PROXY STATEMENT | 29 |
| opportunities and shareholder outcomes—and his significant contributions to the company’s strong performance over the last three years. |
| › | Mr. Hauenstein’s and Mr. Carter’s enhanced awards consist of, respectively, an additional $5 million and $3 million of performance restricted stock units and $3.5 million and $2.5 million of time-based cash awards payable over two years. As with Mr. Bastian, these one-time enhanced awards were granted to Mr. Hauenstein and Mr. Carter to reward their outstanding leadership through the pandemic and to ensure their retention with the company. | |
| › | The enhanced awards for Mr. Bastian, Mr. Hauenstein and Mr. Carter were one-time enhancements and not intended to be part of their regular target annual compensation. | |
| › | The terms of the one-time enhanced awards are distinct from, and are generally more restrictive than, the other awards provided to these named executive officers under the 2023 LTIP. For example, to help ensure their retention, such awards will be forfeited, except in limited exceptions, if they leave the company prior to the awards’ vesting dates. |
In April 2020 and 2021, Delta entered into an agreementpayroll support program agreements with the U.S. Department of the Treasury to receive emergency support through the payroll support programprograms under the Coronavirus Aid, Relief,CARES Act and Economic Security Act (CARES Act), which totaled $5.6 billion. In January and April 2021,subsequent legislation. Under these agreements, 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 expended all of the payroll support funds. In addition, Delta becamewas subject to othervarious restrictions and obligations, including certain limitations on executive compensation (CARES Act compensation limitations).
Under As of April 2, 2023, Delta is no longer subject to 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 monthlimitations.
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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
PERSONNEL & COMPENSATION COMMITTEE | |
The Personnel & Compensation Committee oversees and approves Delta’s executive compensation program to reinforce our culture by ensuring a strong connection between pay and performance as well as alignment between our executives, employees and shareholders. This includes: |
| › | Establishing Delta’s executive compensation philosophy and objectives in consultation with an independent compensation consultant and company management |
| › | Overseeing the development and implementation of our executive compensation program |
| › | Reviewing and approving the compensation structure and performance measures for our Chief Executive Officer and other executive officers |
| › | Evaluating the performance of the Chief Executive Officer in meeting corporate goals and objectives |
| › | Reviewing and advising the Board of Directors on management succession planning |
| › | Overseeing Delta’s policies and strategies relating to talent development and human capital management, including diversity, equity and inclusion, and employee wellbeing |
| › | Making recommendations to the Board of Directors on the appointment of officers |
| › | Reviewing tally sheets, competitive market data for our peer group and individual contributions to establish target compensation for our executive officers |
| › | Reviewing and approving the adoption or revision of any clawback policy allowing Delta to recover compensation paid to employees, and administer or delegate the administration of such policy |
| ir.delta.com | | 2024 PROXY STATEMENT | 30 |
| INDEPENDENT COMPENSATION CONSULTANT | |
In |
| › | Providing advice regarding Delta’s executive compensation program based on the company’s business strategy, compensation philosophy, prevailing market practices and relevant regulatory mandates |
| › | Providing annual recommendations directly to the Personnel & Compensation Committee on Chief Executive Officer compensation |
| › | Advising the Corporate Governance Committee on the compensation for the non-executive |
| › | Providing advice on the |
| › | Updating and advising the Personnel & Compensation Committee on key executive compensation trends in the industry and general market |
| › | Attending, at the request of the Personnel & Compensation Committee, executive session discussions without the presence of company management |
| › | Periodically working directly with company management on behalf of and under the control and supervision of the Personnel & Compensation Committee |
The Personnel & Compensation Committee considered FW Cook’s advice when determining executive compensation plan design and award levels in | |
DELTA MANAGEMENT | |
Delta’s management team provides input to the Personnel & Compensation Committee on Delta’s executive compensation program structure and, under the supervision of the Personnel & Compensation Committee, is responsible for the ongoing administration of the program. This includes: |
| › | Developing Flight Plan goals and providing input on business strategy and performance |
| › | Providing updates to the Personnel & Compensation Committee on key executive compensation trends in the industry and general market |
| › | Evaluating the financial and legal implications of executive compensation proposals and confirming proposed payouts to executive officers under our incentive compensation plans are calculated correctly and comply with plan terms |
| › | The Chief Executive Officer making recommendations for the compensation of executive officers other than himself |
| 2024 PROXY STATEMENT |
Our executive compensation philosophy is to achieve Delta’s short-term and long-term business goals 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 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 2021, 94% of totalTotal target compensation for the Chief Executive Officer and 90% of total target compensation for the other named executive officers wasis contingent on Delta achieving ambitious financial, operational and customer service goals or subject to stock price performance. Furthermore, the majority of their total compensation is 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.
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 our annual incentive plan to ensure that executives do not receive above-target incentive payouts unless our people also receive payment under the Profit Sharing Program for the year.
At our 20212023 annual meeting, we asked shareholders for a non-binding “say on pay” advisory vote to approve the 20202022 compensation of the named executive officers. The holders of 93%over 94% of the shares present and entitled to vote at the 20212023 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 chart on the following chartpage highlights the policies and practices we consider instrumental in driving company performance while mitigating risk, as well as the practices we avoid:avoid.
| ir.delta.com | | 2024 PROXY STATEMENT | 32 |
| What We Do: |
| What We Don’t Do: | ||
| Subject officers’ incentive compensation (including both cash and equity-based awards) to compensation clawback provisions |  | No employment contracts | |
 | Apply stock ownership and retention guidelines to executive officers and directors
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| No excise tax reimbursement for payments made in connection with a change in control | |
| Follow objective, standardized criteria for the timing of equity award grants | | No repricing, cash buyouts or share recycling of stock options and stock appreciation rights under our equity compensation plan | |
| Include “double trigger” change in control provisions in our incentive awards | | No hedging or pledging of company stock by our employees | |
| Require a one-year minimum vesting period for performance-based awards under our equity compensation plan | | No loss on sale for residence relocation protection for named executive officers | |
| Fully disclose our incentive plan performance measures | | No supplemental executive retirement or deferred compensation plans | |
| Engage with institutional investors regarding our executive compensation program | | No company-provided: › personal club memberships › executive life insurance › home security › financial planning | |
| Subject cash severance payments to certain limits under the company’s Executive Officer Cash Severance Policy | |||
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
In October 2022, in consideration of the evolution of our business strategy since the time our then-current peer group was established, the Personnel & Compensation Committee directed its compensation consultant to conduct a comprehensive review of our compensation peer group. After a detailed analysis and multiple meetings with the Committee, company management and the compensation consultant, the Personnel & Compensation Committee revised its peer group selection criteria to reflect Delta’s strategy to focus on enhancing our digital technology capabilities and developing our premium global brand strength. Following this evaluation, the Committee revised our compensation peer group.
The revised peer group is composed of three major U.S. airlines and eighteen18 other companies in the hotel/leisure, transportation/ from diverse industries, including logistics/distribution, machinery/consumer products, retail, hospitality, aerospace/defense and retail industries. We selected these industries because we believe it is importanttechnology, that exhibit similar size and business characteristics with Delta, including revenue size, number of employees and global presence. The revisions to our peer group, havewhich are indicated below, better reflect the market in which we may compete for business, characteristics that are similar to Delta’s, including revenue size, market capitalization, number of employees, operating margininvestor capital and/or executive talent and global presence. In order to retain and attractalign with the talent we need, Delta must compete with these types of companies, and if thePersonnel & Compensation Committee’s updated peer group selection criteria. The revised peer group was limited toused when 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 thewas determining executive 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 2021.for 2023. The companies in our peer group are:
| American Airlines Group Inc. |
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| Best Buy Co., Inc. | ||
| The Boeing Company | The Coca-Cola Company | Deere & Company* | |
| FedEx Corporation | The Home Depot, Inc. |
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| Marriott International, Inc. | McDonald’s Corporation* | NIKE, Inc.* | |
| The Procter & Gamble Company* | RTX Corporation | Southwest Airlines Co. | |
| Starbucks Corporation* | Target Corporation | Uber Technologies, Inc.* | |
| Union Pacific Corporation | United Airlines Holdings, Inc. | United Parcel Service, Inc. |
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| 2024 PROXY STATEMENT |
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 | |||
Compensation elements for our executive officers include:
Type | Component | Objective | |
Fixed Compensation | Base Salary |
| Provides a fixed amount of compensation for performing day-to-day functions based on level of responsibility, experience and individual performance |
Performance-Based Compensation | Annual Incentive Plan Long-Term Incentive Program › Performance Awards › Performance Restricted | › Rewards short-term financial and operational performance on an absolute and relative basis using pre-established performance criteria that support Delta’s short-term business goals | |
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| 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 free cash flow › Aligns with interests of shareholders, facilitates executive officer stock ownership and encourages retention of our management employees | |
| Time-Based Compensation |
› Restricted Stock › Cash Awards | › Restricted stock aligns with interest of shareholders and facilitates executive officer stock ownership and encourages retention of our management employees › Cash awards reward extraordinary leadership and encourages retention of certain named executive officers | |
| 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 theThe compensation mix charts on page 27, at-risk compensation is the largest portion of the total compensation opportunity for the Chief Executive Officer and the other named executive officers.officers is shown below, of which a significant portion is performance-based. The Personnel & Compensation Committee believes this is the appropriate approach for aligning the interests of the named executive officers and shareholders.
| * | Excludes the one-time enhanced award under the 2023 LTIP |
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 theits 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.
| ir.delta.com | | 2024 PROXY STATEMENT | 34 |
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.
Without our traditional Flight Plan for 2021,
For 2023, the Personnel & Compensation Committee approachedcontinued to approach its performance measure evaluation with a focus on recoverystabilization and further strengthening Delta’s competitive advantages, withadvantages.
To achieve our mission that no one better connects the objective of:
Utilizingworld, the company’s 2023 Flight Plan focused on four core pillars: our people, our customers, our partners and communities, and our owners. With Delta’s culture as the foundation, our 2023 Flight Plan objectives included: widen our lead as the airline of choice for our customers, run the industry’s best operation at full scale and earn $5 billion in profit, reduce debt and invest in our future. The mix of absolute and relative performance measures to ensure Delta’s industry leadership operationallyincluded in our 2023 annual and financially
Building on the customer servicelong-term incentive plans are distinct and safety initiatives instituted during the pandemic to drive relative premium revenue
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 employees, customers and shareholders. Accordingly,demonstrate how the Personnel & Compensation Committee decided notincorporates the elements of our Flight Plan to introduce any new performance measures under our annual and long-term incentive plans for 2021. Rather, it reduceddrive performance.
Given the total number of performance measures under both plans and retained those that (1) met the Committee’s objectives, (2) directed the named executive officers’ focus on driving financialprogress Delta made in its recovery and maintaining operational excellence and (3) were less affected by volatile external factors.
In determining the appropriate performance measuresin 2022—returning to full year profitability for the 2021 incentive plans, first time since 2019—the Personnel & Compensation Committee excluded those that would better measureretained the company’ssame performance once the airline returned to profitability and generated sustained operating cash flows. This resulted in the removal of pre-tax income margin (measured against an airline peer group)measures under the annual incentive plan and return on invested capital under the long-term incentive program. In addition, the total shareholder return modifier (relative to all other S&P 500 companies) inperformance award component of the long-term incentive program was removed to address the disproportionate impact the pandemic has had on various industries included in the S&P 500.for 2023. The Personnel & Compensation Committee believedcontinued to believe that superior performance in the retainedthese performance measures should ultimately produce sustainable long-term shareholder returns. The Committee, however, made adjustments to the performance measures for the performance restricted stock units (PRSUs) component of the 2023 long-term incentive program.
For the three-year performance period beginning in 2023, the Personnel & Compensation Committee believed that our executive officer’s longer-term focus could safely pivot from recovery mode to stabilization. The Committee sought new performance measures for the PRSUs that balanced three of the company’s main priorities: growing earnings, lowering capital expenditures and increasing our stock price. As a result the Committee decided to emphasize the importance of (1) increasing the company’s free cash flow by extending the performance award’s cumulative free cash flow performance measure to the PRSUs; (2) being the most profitable airline in the industry, by measuring our pre-tax income over the performance period relative to select airline peers; and (3) growing our stock price, by limiting payouts if Delta’s average stock price at the time of grant does not increase by at least 65 percent by the end of the performance period.
In setting the annual and long-term performance goals for each performance measure, the Personnel & Compensation Committee has traditionally reviewedreviews our business plans and consideredconsiders other factors, including our past variance to targeted performance, our historical performance, economic and industry conditions and the performance of other airlines. Due 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,In certain cases, this analysis may cause the Committee implemented target ranges for the majority of the performance measures. This allowed the Personnel & Compensation Committee to betterset lower targets than in previous years. We set challenging, but achievable goals (including some that are realizable only as a result of exceptional performance) that focus the named executive officers on the company’s short- and long-term objectives.
For 2021 and 2022, the Personnel & Compensation Committee implemented target ranges for the majority of the annual and long-term incentive plans’ performance measures to address the uncertainty of the pandemic’s impact on our business. As this concern has dissipated, the Committee eliminated target ranges for all performance measures in 2023.
| 2024 PROXY STATEMENT | 35 |
Performance Measure | Description |
Financial Performance — | › Closely aligned with the business plan targets presented to the Board of Directors as part of Delta’s operating plan › Also serves as the measure used under the Profit Sharing Program, thereby aligning the interests of Delta management with |
Operational Performance — | › 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 the monthly achievement of either internal goals or first place performance relative to airline peers (other than net promoter scores) |
Performance Measure | Description |
Total Revenue per Available Seat Mile (TRASM) | › A unit revenue measure comprised of passenger revenue, revenue from our ancillary businesses and other revenue sources relative to certain airline peers › Encourages focus on achieving top-line revenue growth while emphasizing disciplined capacity growth |
Customer Service Performance | › Based on Delta’s domestic net promoter scores, this measure further emphasizes the importance of earning and maintaining customer preference and loyalty
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Cumulative Free Cash Flow | › Encourages focus on long-term revenue and margin growth and is a measure of our business resilience |
| Relative Cumulative Pre-Tax Income Performance | › Compares our pre-tax income relative to certain airline peers encouraging continued industry-leading profits |
The Personnel & Compensation Committee annually reviews the base salaries of our Chief Executive Officer and our otherthe named executive officers, remain below the median of the peer group for their respective positions.
In 2020, our named executive officers each agreed to temporarily reduce their base salaries for nine months beginning April 1 (100% reduction for Mr. Bastian and 50% for Mr. Hauenstein and Mr. Carter). Effective January 1, 2021, their base salaries were reinstated to 2020 levelsmakes adjustments when appropriate based on market competitiveness or in connection with nonepromotions or changes in responsibility. None of our named executive officers receivingreceived a salary increase in 2021.2023 except Mr. Carter. The Personnel & Compensation Committee approved a base salary increase for Mr. Carter to $650,000 (from $550,000) effective May 1, 2023, to recognize his promotion in October 2022, which expanded his role to include leading the company’s sustainability and international teams.
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The 20212023 Management Incentive Plan (2021(2023 MIP) links pay and performance by providing management employees with a compensation opportunity based on Delta’s achievement of short-term business goals in 2021.2023. The 20212023 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 20212023 MIP are provided in cash. However, to provide further alignment between our executive officers and our people, the executive officers’ 20212023 MIP awards are subject to the following conditions if there is no Profit Sharing Program payout to employees for the year:
| › | 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. |
| › | 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. |
| ir.delta.com | | 2024 PROXY STATEMENT | 36 |
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.
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 20212023 MIP and the actual performance for each measure for 2021.2023.
This column reflects the percentage of the target award achieved after application of the performance measure weightings applicable to the named executive officers.
“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.
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| (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. |
The target award opportunities under the 20212023 MIP are expressed as a percentage of each participant’s base salary earned during the year, other than Mr. Janki, whose 2021 MIP award was based on his annualized base salary.year. The Personnel & Compensation 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 20202022 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 ourthe named executive officers are in alignment with2023 other than for Mr. Carter. His 2023 MIP target opportunity was increased to 175% of base salary (from 150%) to recognize his expanded role within the peer group median.company following his October 2022 promotion.
Summarized in the table below are the 20212023 MIP awards earned by each named executive officer. Because there was a payout under the Profit Sharing Program for 2021,2023, payments under the 20212023 MIP were made in cash.
Named Executive Officer | Base Salary* | Target Award (as % of base salary) |
Target Award | Percentage of Target Award Earned |
| Total 2021 MIP Award | Base Salary(1) | Target Award (as % of base salary) | Target Award | Percentage of Target Award Earned | Total 2023 MIP Award | ||||||||
Mr. Bastian | $ | 950,000 | 200% | $ | 1,900,000 | 93.75% |
| $ | 1,781,250 | $950,000 | 200% | $1,900,000 | 142.34% | $2,704,460 | |||||
Mr. Hauenstein | $ | 700,000 | 175% | $ | 1,225,000 | 93.75% |
| $ | 1,148,438 | $700,000 | 175% | $1,225,000 | 142.34% | $1,743,665 | |||||
Mr. Bellemare | $ | 609,375 | 150% | $ | 914,063 | 93.75% |
| $ | 856,934 | ||||||||||
Mr. Carter | $ | 550,000 | 150% | $ | 825,000 | 93.75% |
| $ | 773,438 | $616,667 | 175% | $1,079,167 | 142.34% | $1,536,086 | |||||
Mr. Janki | $ | 650,000 | 175% | $ | 1,137,500 | 93.75% |
| $ | 1,066,406 | $650,000 | 175% | $1,137,500 | 142.34% | $1,619,118 | |||||
| Mr. Spanos | $361,932 | 175% | $633,381 | 142.34% | $901,554 | ||||||||||||||
| (1) | Reflects base salary earned in 2023 |
| 2024 PROXY STATEMENT | 37 |
Reflects base salary earned during 2021, except for Mr. Janki, whose 2021 MIP award was based on his annualized base salary
20212023 Long-Term Incentive Program
The 20212023 Long-Term Incentive Program (2021(2023 LTIP) links pay and performance by providing management employees with a compensation opportunity that aligns the interests 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, as applicable, all other participants in this program.
The 20212023 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 the2023 LTIP awards granted to each named executive officers were maintained, except for Mr. Carter. Mr. Carter’s target award opportunity underofficer is summarized in the 2021 LTIP was increased to recognize his significant contributions in implementing the company’s strategic initiatives.
Under 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.table below. These award allocations were selected to balance the incentive opportunity betweenamong Delta’s financial performance relative to other airlines, internal company performance and stock price performance. This mix and the other terms of the 20212023 LTIP are intended to balance the performance and retention incentives with the volatility of airline stocks. Because Mr. Janki and Mr. Spanos joined Delta in 2021 and 2023, respectively, after the onset of the pandemic, their 2023 LTIP mix included restricted stock rather than time-based cash awards, consistent with the award opportunities provided to all 2023 LTIP participants below the executive vice president level.
| Named Executive Officer |
| Performance | Performance Awards | Restricted Stock | Time-Based Cash Award | Total 2023 LTIP Target Award | ||||
| Mr. Bastian | $17,000,000 | $3,500,000 | - | $13,500,000 | $34,000,000* | |||||
| Mr. Hauenstein | $8,875,000 | $1,937,500 | - | $5,437,500 | $16,250,000* | |||||
| Mr. Carter | $5,600,000 | $1,300,000 | - | $3,800,000 | $10,700,000* | |||||
| Mr. Janki | $2,750,000 | $1,375,000 | $1,375,000 | - | $5,500,000 | |||||
| Mr. Spanos | $2,750,000 | $1,375,000 | $1,375,000 | - | $5,500,000 |
| * | The total amounts shown reflect each named executive officer’s regular 2023 LTIP target award and the one-time enhanced awards described in the “Executive Compensation in 2023” section on page 29 of this proxy statement. The amount of their regular 2023 LTIP target awards, which remained unchanged from 2022, is $14 million for Mr. Bastian ($7 million in PRSUs, $3.5 million in performance awards and $3.5 million in time-based cash award), $7.75 million for Mr. Hauenstein ($3.875 in PRSUs, $1.9375 million in performance awards and $1.9375 million in time-based cash award) and $5.2 million for Mr. Carter ($2.6 million in PRSUs, $1.3 million in performance awards and $1.3 million in time-based cash award). |
Performance restricted stock units are long-term incentive opportunities payable in Delta stock. The charts below show the range of potential payments of the performance restricted stock units based on Delta’s pre-tax income performance relative to the PRSU Industry Group and Delta’s absolute free cash flow performance over the three-year performance period ending December 31, 2025, subject to a performance cap based on Delta’s stock price.
| Relative Cumulative Pre-Tax Income Performance | |||||
| Rank vs. PRSU Industry Group(1) | |||||
| #4 | #3 | #2 | #1 | ||
| Absolute Cumulative Free Cash Flow Performance | $10 billion or more | 100% | 150% | 250% | 300% |
| $8 billion | 50% | 100% | 150% | 200% | |
| $6 billion | 0% | 0% | 75% | 100% | |
| Below $6 billion | 0% | 0% | 0% | 50% | |
| (1) | The PRSU Industry Group consists of: American Airlines, Southwest Airlines and United Airlines. |
| ir.delta.com | | 2024 PROXY STATEMENT | 38 |
If Delta’s average stock price from October 1, 2025 - December 31, 2025 is less than or equal to $55.00, the actual number of units paid will be capped at 200%. The performance cap will increase if the average stock price exceeds $55.00, as follows:
average | ≤ $55.00 | $56.00 | $57.00 | $58.00 | $59.00 | ≥ $60.00 |
PRSU | 200% | 220% | 240% | 260% | 280% | 300% |
Performance awards are long-term incentive opportunities payable in cash. Performance during the award’s three-year performance period is measured over the following two 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 award is allocated to the first performance period and the 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 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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For purposes of the 2021 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.three-year period ending December 31, 2025. Any payouts under this award will occur in 2026.
For purposes of the 20212023 LTIP the Industry Group consists of: Alaska Airlines, American Airlines, JetBlue Airways, Southwest Airlines and United Airlines.
| (1) | For purposes of the performance awards, the Industry Group consists of: Alaska Airlines, American Airlines, JetBlue Airways, Southwest Airlines and United Airlines. |
The 20212023 LTIP provides that restricted stock will vest in three equal installments as follows: 50% on February 1, 2022 and 25% on each of February 1, 20232024, February 1, 2025 and February 1, 2024,2026, subject to forfeiture in certain circumstances. Because these awards were granted while Delta is restricted from paying dividends under the CARES Act, they are not eligible for dividends, even if dividends are later paid while these awards remain unvested. The value of an individual’s restricted stock award will depend on the price of Delta stock when the award vests. Restricted stock is eligible for dividends, but dividends will not become payable until the restrictions on the underlying stock lapse.
The time-based cash awards under the 2023 LTIP will vest and become payable in two installments as follows, subject to forfeiture in certain circumstances.
| Named Executive Officer | First Installment(1) | Second Installment(2) | ||||||
| Mr. Bastian | $5,000,000 | $8,500,000 | ||||||
| Mr. Hauenstein | $3,500,000 | $1,937,500 | ||||||
| Mr. Carter | $2,500,000 | $1,300,000 | ||||||
| (1) | The first installment was paid to each named executive officer on April 28, 2023. |
| (2) | The second installment will be paid to Mr. Bastian and Mr. Carter on May 31, 2024. Mr. Hauenstein was paid his second installment on February 1, 2024. |
| | 2024 PROXY STATEMENT |
For additional information about the vesting and possible forfeiture of the 2021 LTIP awards, see “Post-Employment Compensation—Potential Post-Employment Benefits upon Termination or Change in Control—Long-Term Incentive Programs” on page 47.
In 2019,2021, the Personnel & Compensation Committee granted Mr. Bastian, Mr. Hauenstein, Mr. Carter and Mr. CarterJanki cash performance awards under the 20192021 Long-Term Incentive Program (2019(2021 LTIP). We reported these award opportunities in our 20202021 proxy statement.
The performance awards were denominated in cash but paid in shares of Delta stock to the named executive officers.
The payout of thesethe performance 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 relativefree cash flow over a three-year performance period ending December 31, 2023. For this award, the Personnel & Compensation Committee considered the continued uncertainty of the pandemic’s ongoing impact to all other S&P 500 companies overour business, including the complexity of determining performance goals in such an environment. As a result, the three-year performance period endedwas bifurcated into two separate periods. In February 2021, the Committee approved performance goals for the one-year period of January 1, 2021 - December 31, 2021.2021 (2021 performance period) and in February 2022, it approved performance goals for the two-year period of January 1, 2022 - December 31, 2023 (2022-23 performance period), with the 2021 performance period accounting for one-third of the overall award and the 2022-23 performance period accounting for the remaining two-thirds.
Summarized in the chart belowon the following page are the performance results certified by the Personnel & Compensation Committee for the performance awards under the 20192021 LTIP and the resulting percentage of target award opportunity earned:earned for each performance period. The amount earned with respect to the 2021 performance period was disclosed in the “Non-Equity Incentive Compensation” column of the summary compensation table in our 2022 proxy statement. The amount earned for the 2022-23 performance period is disclosed in the same column of the summary compensation table on page 45 of this proxy statement.
This column reflects the percentage2021 Performance Period - 1/3 of the targettotal award earned after application of the performance measure weightings.
| ir.delta.com | | 2024 PROXY STATEMENT |
Back to Contents2022-23 Performance Period - 2/3 of total award
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.
| (1) | This column reflects the percentage of the target award earned for each respective performance period after application of the performance measure weightings. |
| (2) | For purposes of the 2021 LTIP, the Industry Group consists of: Alaska Airlines, American Airlines, JetBlue Airways, Southwest Airlines and United Airlines. |
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
AwardAwards
In connection with the hiring of Mr. Bellemare and Mr. Janki, each wereSpanos, he was 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. TheseThis sign-on awards wereaward was an important part of theirhis total compensation package, which was essential to the successful recruitment of these individuals.Mr. Spanos. The awardsaward set forth below werewas paid or granted shortly following the commencement of theirhis employment.
Named Executive Officer |
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Mr. Bellemare |
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| $1,000,000 | $3,000,000 |
Mr. Janki |
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| $1,500,000 | $4,500,000 |
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.
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.
| Named Executive Officer | Sign-On Bonus(1) | Initial Equity Award(2) | ||||||
| Mr. Spanos | $250,000 | $2,000,000 | ||||||
| (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 his 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 award 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 this initial equity award, see “Post-Employment Compensation—Potential Post-Employment Benefits upon Termination or Change in Control—Long Term Incentive Programs” on page 52. |
OurThe 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 provided to all Delta employees, except for basic life insurance coverage, which all other employees receive and our officers do not. Delta provides relocation assistance to newly hired officers and certain other management employees pursuant to our relocation program, which is designed to cover the costs directly resulting from the relocation, including tax gross-up payments for taxable relocation benefits under the program. In connection with Mr. Spanos’ hiring, he was provided relocation assistance starting in 2023 in accordance with the program. 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 3845 for information regarding benefits received in 20212023 by the named executive officers.
| 2024 PROXY STATEMENT | 41 |
The Personnel & Compensation Committee requested its consultant, FW Cook, to 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.
TheIn September 2023, the Personnel & Compensation Committee adopted the Delta Air Lines, Inc. Executive Officer Clawback Policy in compliance with Rule 10D-1 of the 1934 Act and the NYSE listing standards. This policy requires the company to recover certain specified financial-based incentive compensation in connection with specified accounting restatements, without regard to the fault of the executive officer. This is in addition to Delta’s long-standing compensation clawback policy that holds all company 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.
Under Delta’s rigorous stock ownership guidelines, executive officers are required to own a substantial number of shares of Delta stock as indicated in the following table:
Shares Equal to a
| OR | Shares | |
Chief Executive Officer | 8x | 400,000 | |
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.options and awards of performance restricted stock units not yet paid. 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, 2021,2023, all of ourthe named executive officers exceeded their required stock ownership levels.levels, except Mr. Spanos, who first became subject to these guidelines in June 2023.
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. For 2023, the Personnel & Compensation Committee made an exception to this policy and approved our executive officer’s annual awards under the 2023 LTIP in April. 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.
| ir.delta.com | | 2024 PROXY STATEMENT | 42 |
Under Delta’s insider trading policy, employees and Board members are prohibited from engaging in transactions in Delta securities involving publicly traded options, short sales and 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 members are prohibited from holding Delta securities in a margin account or otherwise pledging Delta securities as collateral for a loan.
In December 2023, the Board of Directors adopted the Delta Air Lines, Inc. Executive Officer Cash Severance Policy. Under this policy, Delta will not enter into any new (or renew any existing) agreement with, or establish a new severance plan or policy with respect to, our executive officers that provides for Mr. Bastian
The Personnel & Compensation Committee evaluates Mr. Bastian’s performance and makes compensation decisions based on his deliverycash severance payments that exceed 2.99 times the sum of the Flight Planofficer’s base salary and his progress toward meeting Delta’s long-term business strategies. Mr. Bastian led Delta through a year that rivaled the challenges of 2020. The company began 2021 focused on transitioning the airline toward recovery, prioritizing safety, reliability and customer experience. Even with the headwinds of new virus variants and frequently changing travel restrictions, under Mr. Bastian’s leadership, Delta ended 2021 profitable for the second half, delivering industry-leading operational performance and achieving levels of customer satisfaction that exceeded 2019 levels.
While recognizing his exceptional achievements in 2021, the Personnel & Compensation Committee made no changes to Mr. Bastian’s compensation in 2021. In accordance with our executive compensation philosophy and to continue the alignment of the interests of Mr. Bastian and our shareholders, the vast majority of Mr. Bastian’s compensationtarget annual bonus opportunity continues to be at risk and dependent on company and stock price performance.
See the Summary Compensation Table and the related footnotes beginning on page 38 for additional information about Mr. Bastian’s compensation.without seeking shareholder ratification or advisory approval.
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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—Potential Post-Employment Benefits upon Termination or Change in Control” beginning on page 46.52.
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 year, including performance-based compensation. The inclusion of performance-based awards in the annual 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.
| 2024 PROXY STATEMENT | 43 |
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
Sergio A. L. Rial, ChairFrancis S. Blake
Greg Creed
Jeanne P. JacksonGeorge N. Mattson
David S. Taylor (member of the Personnel & Compensation Committee until April 20, 2022)
Kathy N. Waller
| | 2024 PROXY STATEMENT |
The table below contains information about the compensation of the following named executive officers during 2021:2023: (1) Mr. Bastian, Delta’s principal executive officer; (2) Mr. Janki, Delta’s principal financial officer effective July 19, 2021;officer; and (3) Mr. Hauenstein, Mr. BellemareCarter and Mr. Carter,Spanos, who were Delta’s three other most highly compensated executive officers on December 31, 2021; and (4) Mr. Carroll and Mr. Chase, who served as Delta's principal financial officers until July 18, 2021.2023.
Name | Year | Salary | Bonus | Signing | Stock | Option | Non-Equity | Change in | All Other |
| Total |
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 |
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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 |
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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 | |
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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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| Name | Year | Salary ($) | Bonus ($)(1)(3) | Signing Bonus ($) | Stock Awards ($)(2)(3)(4) | Option Awards ($)(2) | 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 | 2023 | 950,000 | 9,600,000 | - | 17,000,280 | - | 6,292,865 | 0 | 371,183 | 34,214,328 |
| 2022 | 950,000 | - | - | 5,700,012 | - | 2,673,562 | 0 | 282,813 | 9,606,387 | |
| 2021 | 950,000 | - | - | 4,125,186 | 4,125,062 | 3,038,542 | 0 | 121,630 | 12,360,420 | |
Glen W. Hauenstein President | 2023 | 700,000 | 6,050,000 | - | 8,875,069 | - | 3,681,404 | - | 246,035 | 19,552,508 |
| 2022 | 700,000 | - | - | 3,200,168 | - | 1,723,744 | - | 190,645 | 5,814,557 | |
| 2021 | 700,000 | - | - | 2,227,680 | 2,227,583 | 1,827,375 | - | 77,212 | 7,059,850 | |
Peter W. Carter Executive Vice President - External Affairs | 2023 | 616,667 | 4,200,000 | - | 5,600,409 | - | 2,530,707 | - | 185,893 | 13,133,676 |
| 2022 | 550,000 | - | - | 2,100,097 | - | 1,160,889 | - | 142,045 | 3,953,030 | |
| 2021 | 550,000 | - | - | 2,697,084 | 775,092 | 1,121,929 | - | 74,932 | 5,219,037 | |
Daniel C. Janki Executive Vice President & Chief Financial Officer | 2023 | 650,000 | - | - | 4,125,123 | - | 3,062,923 | - | 228,079 | 8,066,125 |
| 2022 | 650,000 | - | - | 3,000,076 | - | 1,600,619 | - | 164,828 | 5,415,523 | |
| 2021 | 307,765 | - | 1,500,000 | 6,114,459 | 1,125,120 | 1,572,281 | - | 32,776 | 10,652,401 | |
Michael L. Spanos Executive Vice President & Chief Operating Officer | 2023 | 361,932 | - | 250,000 | 6,844,062 | - | 901,554 | - | 220,561 | 8,578,109 |
(1) | The reported amounts for 2023 in the “Bonus” column include the payment of time-based cash awards granted to the applicable named executive officer under each of Delta’s 2022 and 2023 long-term incentive programs. Mr. Janki and Mr. Spanos did not receive these awards. |
| (2) | 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 and, for awards that are subject to performance conditions, the risk there is no payout because the performance conditions are not met. |
| The reported amounts for Delta did not grant stock options to any named executive officer in 2022 or 2023. | |
| (3) | The |
| The reported amounts for
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| (4) | For awards in the “Stock Awards” column that are subject to performance conditions, the fair value is computed in accordance with FASB ASC Topic 718 based on the probable outcome of the performance conditions as of the applicable grant date or, if earlier, the service inception date. For these purposes, the fair value of the performance restricted stock |
| 2024 PROXY STATEMENT | 45 |
| If the performance restricted stock units were assumed to pay out at the maximum level, the aggregate fair value of such awards for | |
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| Edward H. Bastian | 51,000,840 | |
| Glen W. Hauenstein | 26,625,207 | |
| Peter W. Carter | 16,801,227 | |
| Daniel C. Janki | 8,250,246 | |
| Michael L. Spanos | 9,687,669 |
(5) | The reported amounts include awards earned under the |
| (6) | The reported amount for |
| (7) | The reported amounts of all other compensation for |
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) |
Edward H. Bastian | 26,100 | 59,400 | 21,541 | 14,589 |
Glen W. Hauenstein | 26,100 | 36,900 | 14,212 |
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Alain M. Bellemare | 20,413 | 28,744 | 7,599 |
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Peter W. Carter | 26,100 | 23,400 | 8,921 | 16,511 |
Daniel C. Janki | 25,509 | 1,599 | 5,668 |
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William C. Carroll | 26,100 | 16,650 | 14,664 | 13,061 |
Garrett L. Chase | 26,100 | 17,025 | 9,201 |
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(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. | ||||
| Name | Contributions to Qualified Defined Contribution Plan ($)(a) | Payment due to IRS limits to Qualified Plan ($)(b) | Reimbursement of Taxes ($)(c) | Payment of Relocation Expenses ($)(d) | Perquisites and Other Benefits ($)(e) | ||||||
| Edward H. Bastian | 29,700 | 296,421 | 22,864 | - | 22,198 | ||||||
| Glen W. Hauenstein | 29,700 | 188,437 | 10,474 | - | 17,424 | ||||||
| Peter W. Carter | 29,700 | 130,280 | 14,253 | - | 11,660 | ||||||
| Daniel C. Janki | 29,700 | 172,856 | 12,363 | - | 13,160 | ||||||
| Michael L. Spanos | 29,109 | 2,874 | 1,809 | 186,769 | - |
| (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) | Represents payment of relocation expenses paid by Delta in connection with Mr. Spanos’ hiring. | |
| (e) | The amounts consist of an annual physical examination for officers (other than for Mr. Carter) and flight benefits as described below. Mr. | |
| 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 $35,000 per year for the Chief Executive Officer and President and $15,000 per year for Executive |
| The amount in the “Total” column for each named executive officer represents the sum of the amounts in all the other columns. As discussed in footnote
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| ir.delta.com | | 2024 PROXY STATEMENT | 46 |
The following table provides information about annual and long-term award opportunities granted to the named executive officers during 20212023 under the 20212023 MIP and the 20212023 LTIP and, in addition for Mr. Bellemare and Mr. Janki,Spanos, a restricted stock award under the Delta Air Lines, Inc. Performance Compensation Plan. These award opportunities are described in the “Compensation Discussion and Analysis” section of this proxy statement under “Elements of Compensation—Annual Incentive” and “Elements of Compensation—Long-Term Incentives” beginning on page 31.38.
Name/Type of Award | Grant Date(1) | Date of Personnel & Compensation Committee or Board Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)(3) |
| Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | All Other Option Awards: Number of Securities Underlying Options (#)(5) | Exercise or Base Price of Option Awards ($/Sh)(6) |
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Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | Grant Date Fair Value of Stock and Option Awards ($)(7) | |||||||
Edward H. Bastian |
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|
2021 MIP | 1/1/2021 | 12/15/2020 | 950,000 | 1,900,000 | 2,850,000 |
|
|
|
|
|
|
|
|
2021 LTIP - Performance Award | 2/3/2021 | 2/3/2021 | 2,125,000 | 4,250,000 | 8,500,000 |
|
|
|
|
|
|
|
|
2021 LTIP - Restricted Stock | 2/3/2021 | 2/3/2021 |
|
|
|
|
|
|
| 103,700 |
|
| 4,125,186 |
2021 LTIP - Stock Options | 2/3/2021 | 2/3/2021 |
|
|
|
|
|
|
|
| 249,550 | 39.78 | 4,125,062 |
Glen W. Hauenstein |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 MIP | 1/1/2021 | 12/15/2020 | 612,500 | 1,225,000 | 1,837,500 |
|
|
|
|
|
|
|
|
2021 LTIP - Performance Award | 2/3/2021 | 2/3/2021 | 1,147,500 | 2,295,000 | 4,590,000 |
|
|
|
|
|
|
|
|
2021 LTIP - Restricted Stock | 2/3/2021 | 2/3/2021 |
|
|
|
|
|
|
| 56,000 |
|
| 2,227,680 |
2021 LTIP - Stock Options | 2/3/2021 | 2/3/2021 |
|
|
|
|
|
|
|
| 134,760 | 39.78 | 2,227,583 |
Alain M. Bellemare |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 MIP | 1/25/2021 | 12/15/2020 | 457,032 | 914,063 | 1,371,095 |
|
|
|
|
|
|
|
|
2021 Restricted Stock | 1/25/2021 | 1/19/2021 |
|
|
|
|
|
|
| 77,130 |
|
| 3,000,357 |
2021 LTIP - Performance Award | 2/3/2021 | 2/3/2021 | 855,000 | 1,710,000 | 3,420,000 |
|
|
|
|
|
|
|
|
2021 LTIP - Restricted Stock | 2/3/2021 | 2/3/2021 |
|
|
|
|
|
|
| 41,860 |
|
| 1,665,191 |
2021 LTIP - Stock Options | 2/3/2021 | 2/3/2021 |
|
|
|
|
|
|
|
| 68,060 | 39.78 | 1,125,032 |
Peter W. Carter |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 MIP | 1/1/2021 | 12/15/2020 | 412,500 | 825,000 | 1,237,500 |
|
|
|
|
|
|
|
|
2021 LTIP - Performance Award | 2/3/2021 | 2/3/2021 | 589,000 | 1,178,000 | 2,356,000 |
|
|
|
|
|
|
|
|
2021 LTIP - Restricted Stock | 2/3/2021 | 2/3/2021 |
|
|
|
|
|
|
| 67,800 |
|
| 2,697,084 |
2021 LTIP - Stock Options | 2/3/2021 | 2/3/2021 |
|
|
|
|
|
|
|
| 46,890 | 39.78 | 775,092 |
Daniel C. Janki |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 MIP | 7/19/2021 | 12/15/2020 | 487,500 | 975,000 | 1,462,500 |
|
|
|
|
|
|
|
|
2021 Restricted Stock | 7/19/2021 | 6/16/2021 |
|
|
|
|
|
|
| 116,710 |
|
| 4,500,338 |
2021 LTIP - Performance Award | 7/19/2021 | 6/16/2021 | 855,000 | 1,710,000 | 3,420,000 |
|
|
|
|
|
|
|
|
2021 LTIP - Restricted Stock | 7/19/2021 | 6/16/2021 |
|
|
|
|
|
|
| 41,860 |
|
| 1,614,122 |
2021 LTIP - Stock Options | 7/19/2021 | 6/16/2021 |
|
|
|
|
|
|
|
| 73,730 | 38.56 | 1,125,120 |
William C. Carroll |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 MIP | 1/1/2021 | 12/15/2020 | 190,000 | 380,000 | 570,000 |
|
|
|
|
|
|
|
|
2021 LTIP - Performance Award | 2/3/2021 | 2/3/2021 | 215,000 | 430,000 | 860,000 |
|
|
|
|
|
|
|
|
2021 LTIP - Restricted Stock | 2/3/2021 | 2/3/2021 |
|
|
|
|
|
|
| 10,560 |
|
| 420,077 |
2021 LTIP - Stock Options | 2/3/2021 | 2/3/2021 |
|
|
|
|
|
|
|
| 9,080 | 39.78 | 150,092 |
Garrett L. Chase |
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 MIP | 1/1/2021 | 12/15/2020 | 180,000 | 360,000 | 540,000 |
|
|
|
|
|
|
|
|
2021 LTIP - Performance Award | 2/3/2021 | 2/3/2021 | 215,000 | 430,000 | 860,000 |
|
|
|
|
|
|
|
|
2021 LTIP - Restricted Stock | 2/3/2021 | 2/3/2021 |
|
|
|
|
|
|
| 10,560 |
|
| 420,077 |
2021 LTIP - Stock Options | 2/3/2021 | 2/3/2021 |
|
|
|
|
|
|
|
| 9,080 | 39.78 | 150,092 |
| Name/Type of Award | Grant Date(1) | Date of Personnel & Compensation Committee or Board Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock Awards ($)(5) | |||||
| Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||
| Edward H. Bastian | |||||||||||
| 2023 MIP | 1/1/2023 | 2/8/2023 | 950,000 | 1,900,000 | 3,800,000 | ||||||
| 2023 LTIP - Performance Award | 4/19/2023 | 4/19/2023 | 1,750,000 | 3,500,000 | 7,000,000 | ||||||
| 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | 4/19/2023 | 236,575 | 473,150 | 1,419,450 | 17,000,280 | |||||
| Glen W. Hauenstein | |||||||||||
| 2023 MIP | 1/1/2023 | 2/8/2023 | 612,500 | 1,225,000 | 2,450,000 | ||||||
| 2023 LTIP - Performance Award | 4/19/2023 | 4/19/2023 | 968,750 | 1,937,500 | 3,875,000 | ||||||
| 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | 4/19/2023 | 123,505 | 247,010 | 741,030 | 8,875,069 | |||||
| Peter W. Carter | |||||||||||
| 2023 MIP | 1/1/2023 | 2/8/2023 | 539,583 | 1,079,167 | 2,158,334 | ||||||
| 2023 LTIP - Performance Award | 4/19/2023 | 4/19/2023 | 650,000 | 1,300,000 | 2,600,000 | ||||||
| 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | 4/19/2023 | 77,935 | 155,870 | 467,610 | 5,600,409 | |||||
| Daniel C. Janki | |||||||||||
| 2023 MIP | 1/1/2023 | 2/8/2023 | 568,750 | 1,137,500 | 2,275,000 | ||||||
| 2023 LTIP - Performance Award | 4/19/2023 | 4/19/2023 | 687,500 | 1,375,000 | 2,750,000 | ||||||
| 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | 4/19/2023 | 38,270 | 76,540 | 229,620 | 2,750,082 | |||||
| 2023 LTIP - Restricted Stock | 4/19/2023 | 4/19/2023 | 38,270 | 1,375,041 | |||||||
| Michael L. Spanos | |||||||||||
| 2023 MIP | 6/14/2023 | 2/8/2023 | 316,690 | 633,381 | 1,266,762 | ||||||
| 2023 Restricted Stock | 6/14/2023 | 6/14/2023 | 47,410 | 2,000,228 | |||||||
| 2023 LTIP - Performance Award | 6/14/2023 | 6/14/2023 | 687,500 | 1,375,000 | 2,750,000 | ||||||
| 2023 LTIP - Performance Restricted Stock Units | 6/14/2023 | 6/14/2023 | 38,270 | 76,540 | 229,620 | 3,229,223 | |||||
| 2023 LTIP - Restricted Stock | 6/14/2023 | 6/14/2023 | 38,270 | 1,614,611 | |||||||
|
For purposes of this column, the grant date for the | |||||||||||||
| (2) | These columns show the annual award opportunities under the
| ||||||||||||
| (3) | These columns show the long-term award opportunities under the performance restricted stock units component of the 2023 LTIP. For additional information about this component of the 38. | ||||||||||||
| (4) | This column shows the restricted stock component of the | ||||||||||||
| (5)
| The amounts in this column do not represent amounts the named executive officers received or are entitled to receive. Rather, the reported amounts represent the fair value of the awards computed in accordance with FASB ASC Topic 718 on the applicable grant date or, if earlier, the service inception date. | ||||||||||||
| | 2024 PROXY STATEMENT |
The following table provides information regarding the outstanding equity awards on December 31, 20212023 for each of the named executive officers.
Name | Grant Date (1) | Option Awards |
| Stock Awards | |||||||
Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||
Edward H. Bastian |
|
|
|
|
|
|
|
|
|
|
|
2019 LTIP - Restricted Stock | 2/6/2019 | - | - | - | - | - |
| 27,220 | 1,063,758 | - | - |
2020 LTIP - Restricted Stock | 2/5/2020 | - | - | - | - | - |
| 46,700 | 1,825,036 | - | - |
2021 LTIP - Restricted Stock | 2/3/2021 | - | - | - | - | - |
| 103,700 | 4,052,596 | - | - |
2014 LTIP - Performance Stock Options | 2/6/2014 | 71,840 | - | - | 30.89 | 2/5/2024 |
| - | - | - | - |
2015 LTIP - Performance Stock Options | 2/5/2015 | 91,710 | - | - | 46.14 | 2/4/2025 |
| - | - | - | - |
2016 LTIP - Performance Stock Options | 2/2/2016 | 173,230 | - | - | 43.61 | 2/1/2026 |
| - | - | - | - |
2017 LTIP - Performance Stock Options | 2/9/2017 | 206,510 | - | - | 49.33 | 2/8/2027 |
| - | - | - | - |
2018 LTIP - Performance Stock Options | 2/8/2018 | 307,040 | - | - | 51.23 | 2/7/2028 |
| - | - | - | - |
2019 LTIP - Performance Stock Options | 2/6/2019 | 254,400 | 127,200 | - | 50.52 | 2/5/2029 |
| - | - | - | - |
2020 LTIP - Performance Stock Options | 2/5/2020 | - | - | 369,960 | 58.89 | 2/4/2030 |
| - | - | - | - |
2021 LTIP - Stock Options | 2/3/2021 | - | 249,550 | - | 39.78 | 2/2/2031 |
| - | - | - | - |
Glen W. Hauenstein |
|
|
|
|
|
|
|
|
|
|
|
2019 LTIP - Restricted Stock | 2/6/2019 | - | - | - | - | - |
| 14,700 | 574,476 | - | - |
2020 LTIP - Restricted Stock | 2/5/2020 | - | - | - | - | - |
| 25,220 | 985,598 | - | - |
2021 LTIP - Restricted Stock | 2/3/2021 | - | - | - | - | - |
| 56,000 | 2,188,480 | - | - |
2017 LTIP - Performance Stock Options | 2/9/2017 | 123,910 | - | - | 49.33 | 2/8/2027 |
| - | - | - | - |
2018 LTIP - Performance Stock Options | 2/8/2018 | 160,200 | - | - | 51.23 | 2/7/2028 |
| - | - | - | - |
2019 LTIP - Performance Stock Options | 2/6/2019 | 137,374 | 68,686 | - | 50.52 | 2/5/2029 |
| - | - | - | - |
2020 LTIP- Performance Stock Options | 2/5/2020 | - | - | 199,780 | 58.89 | 2/4/2030 |
| - | - | - | - |
2021 LTIP - Stock Options | 2/3/2021 | - | 134,760 | - | 39.78 | 2/2/2031 |
| - | - | - | - |
Alain M. Bellemare |
|
|
|
|
|
|
|
|
|
|
|
2021 - Restricted Stock | 1/25/2021 | - | - | - | - | - |
| 77,130 | 3,014,240 | - | - |
2021 LTIP - Restricted Stock | 2/3/2021 | - | - | - | - | - |
| 41,860 | 1,635,889 | - | - |
2021 LTIP - Stock Options | 2/3/2021 | - | 68,060 | - | 39.78 | 2/2/2031 |
| - | - | - | - |
Peter W. Carter |
|
|
|
|
|
|
|
|
|
|
|
2019 LTIP - Restricted Stock | 2/6/2019 | - | - | - | - | - |
| 6,836 | 267,151 | - | - |
2019 - Restricted Stock | 12/4/2019 | - | - | - | - | - |
| 1,486 | 58,073 | - | - |
2020 LTIP - Restricted Stock | 2/5/2020 | - | - | - | - | - |
| 12,986 | 507,493 | - | - |
| Name | Grant Date(1) | Option Awards | Stock Awards | ||||||||
| Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | |||
| Edward H. Bastian | |||||||||||
| 2021 LTIP - Restricted Stock | 2/3/2021 | - | - | - | - | - | 25,925 | 1,042,963 | - | - | |
| 2022 LTIP - Performance Restricted Stock Units | 2/9/2022 | - | - | - | - | - | - | - | 129,900 | 5,225,877 | |
| 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | - | - | - | - | - | - | - | 473,150 | 19,034,825 | |
| 2014 LTIP - Performance Stock Options | 2/6/2014 | 71,840 | - | - | 30.89 | 2/5/2024 | - | - | - | - | |
| 2015 LTIP - Performance Stock Options | 2/5/2015 | 91,710 | - | - | 46.14 | 2/4/2025 | - | - | - | - | |
| 2016 LTIP - Performance Stock Options | 2/2/2016 | 173,230 | - | - | 43.61 | 2/1/2026 | - | - | - | - | |
| 2017 LTIP - Performance Stock Options | 2/9/2017 | 206,510 | - | - | 49.33 | 2/8/2027 | - | - | - | - | |
| 2018 LTIP - Performance Stock Options | 2/8/2018 | 307,040 | - | - | 51.23 | 2/7/2028 | - | - | - | - | |
| 2019 LTIP - Performance Stock Options | 2/6/2019 | 381,600 | - | - | 50.52 | 2/5/2029 | - | - | - | - | |
| 2020 LTIP - Performance Stock Options | 2/5/2020 | 369,960 | - | - | 58.89 | 2/4/2030 | - | - | - | - | |
| 2021 LTIP - Stock Options | 2/3/2021 | 166,367 | 83,183 | - | 39.78 | 2/2/2031 | - | - | - | - | |
| Glen W. Hauenstein | |||||||||||
| 2021 LTIP - Restricted Stock | 2/3/2021 | - | - | - | - | - | 14,000 | 563,220 | - | - | |
| 2022 LTIP - Performance Restricted Stock Units | 2/9/2022 | - | - | - | - | - | - | - | 72,930 | 2,933,974 | |
| 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | - | - | - | - | - | - | - | 247,010 | 9,937,212 | |
| 2017 LTIP - Performance Stock Options | 2/9/2017 | 123,910 | - | - | 49.33 | 2/8/2027 | - | - | - | - | |
| 2018 LTIP - Performance Stock Options | 2/8/2018 | 160,200 | - | - | 51.23 | 2/7/2028 | - | - | - | - | |
| 2019 LTIP - Performance Stock Options | 2/6/2019 | 206,060 | - | - | 50.52 | 2/5/2029 | - | - | - | - | |
| 2020 LTIP- Performance Stock Options | 2/5/2020 | 199,780 | - | - | 58.89 | 2/4/2030 | - | - | - | - | |
| 2021 LTIP - Stock Options | 2/3/2021 | 89,840 | 44,920 | - | 39.78 | 2/2/2031 | - | - | - | - | |
| ir.delta.com | | 2024 PROXY STATEMENT |
Name | Grant Date (1) | Option Awards |
| Stock Awards | |||||||
Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||
2021 LTIP - Restricted Stock | 2/3/2021 | - | - | - | - | - |
| 67,800 | 2,649,624 | - | - |
2017 LTIP - Performance Stock Options | 2/9/2017 | 39,900 | - | - | 49.33 | 2/8/2027 |
| - | - | - | - |
2018 LTIP - Performance Stock Options | 2/8/2018 | 51,580 | - | - | 51.23 | 2/7/2028 |
| - | - | - | - |
2019 LTIP - Performance Stock Options | 2/6/2019 | 43,174 | 21,586 | - | 50.52 | 2/5/2029 |
| - | - | - | - |
2020 LTIP - Performance Stock Options | 2/5/2020 | - | - | 69,510 | 58.89 | 2/4/2030 |
| - | - | - | - |
2021 LTIP - Stock Options | 2/3/2021 | - | 46,890 | - | 39.78 | 2/2/2031 |
| - | - | - | - |
Daniel C. Janki |
|
|
|
|
|
|
|
|
|
|
|
2021 - Restricted Stock | 7/19/2021 | - | - | - | - | - |
| 116,710 | 4,561,027 | - | - |
2021 LTIP - Restricted Stock | 7/19/2021 | - | - | - | - | - |
| 41,860 | 1,635,889 | - | - |
2021 LTIP - Stock Options | 7/19/2021 | - | 73,730 | - | 38.56 | 7/18/2031 |
| - | - | - | - |
William C. Carroll |
|
|
|
|
|
|
|
|
|
|
|
2019 LTIP - Restricted Stock | 2/6/2019 | - | - | - | - | - |
| 2,773 | 108,369 | - | - |
2020 LTIP - Restricted Stock | 2/5/2020 | - | - | - | - | - |
| 4,760 | 186,021 | - | - |
2021 LTIP - Restricted Stock | 2/3/2021 | - | - | - | - | - |
| 10,560 | 412,685 | - | - |
2017 LTIP - Performance Stock Options | 2/9/2017 | 9,390 | - | - | 49.33 | 2/8/2027 |
| - | - | - | - |
2018 LTIP - Performance Stock Options | 2/8/2018 | 12,140 | - | - | 51.23 | 2/7/2028 |
| - | - | - | - |
2019 LTIP - Performance Stock Options | 2/6/2019 | 9,254 | 4,626 | - | 50.52 | 2/5/2029 |
| - | - | - | - |
2020 LTIP - Performance Stock Options | 2/5/2020 | - | - | 13,460 | 58.89 | 2/4/2030 |
| - | - | - | - |
2021 LTIP - Stock Options | 2/3/2021 | - | 9,080 | - | 39.78 | 2/2/2031 |
| - | - | - | - |
Garrett L. Chase |
|
|
|
|
|
|
|
|
|
|
|
2019 LTIP - Restricted Stock | 2/6/2019 | - | - | - | - | - |
| 2,220 | 86,758 | - | - |
2020 LTIP - Restricted Stock | 2/5/2020 | - | - | - | - | - |
| 4,760 | 186,021 | - | - |
2021 LTIP - Restricted Stock | 2/3/2021 | - | - | - | - | - |
| 10,560 | 412,685 | - | - |
2017 LTIP - Performance Stock Options | 2/9/2017 | 9,390 | - | - | 49.33 | 2/8/2027 |
| - | - | - | - |
2018 LTIP - Performance Stock Options | 2/8/2018 | 12,140 | - | - | 51.23 | 2/7/2028 |
| - | - | - | - |
2019 LTIP - Performance Stock Options | 2/6/2019 | 7,407 | 3,703 | - | 50.52 | 2/5/2029 |
| - | - | - | - |
2020 LTIP - Performance Stock Options | 2/5/2020 | - | - | 13,460 | 58.89 | 2/4/2030 |
| - | - | - | - |
2021 LTIP - Stock Options | 2/3/2021 | - | 9,080 | - | 39.78 | 2/2/2031 |
| - | - | - | - |
|
| Name | Grant Date(1) | Option Awards | Stock Awards | ||||||||
| Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | |||
| Peter W. Carter | |||||||||||
| 2021 LTIP - Restricted Stock | 2/3/2021 | - | - | - | - | - | 16,950 | 681,899 | - | - | |
| 2022 LTIP - Performance Restricted Stock Units | 2/9/2022 | - | - | - | - | - | - | - | 47,860 | 1,925,408 | |
| 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | - | - | - | - | - | - | - | 155,870 | 6,270,650 | |
| 2017 LTIP - Performance Stock Options | 2/9/2017 | 39,900 | - | - | 49.33 | 2/8/2027 | - | - | - | - | |
| 2018 LTIP - Performance Stock Options | 2/8/2018 | 51,580 | - | - | 51.23 | 2/7/2028 | - | - | - | - | |
| 2019 LTIP - Performance Stock Options | 2/6/2019 | 64,760 | - | - | 50.52 | 2/5/2029 | - | - | - | - | |
| 2020 LTIP - Performance Stock Options | 2/5/2020 | 69,510 | - | - | 58.89 | 2/4/2030 | - | - | - | - | |
| 2021 LTIP - Stock Options | 2/3/2021 | 31,260 | 15,630 | - | 39.78 | 2/2/2031 | - | - | - | - | |
| Daniel C. Janki | |||||||||||
| 2021 - Restricted Stock | 7/19/2021 | - | - | - | - | - | 38,903 | 1,565,068 | - | - | |
| 2021 LTIP - Restricted Stock | 7/19/2021 | - | - | - | - | - | 10,465 | 421,007 | - | - | |
| 2022 LTIP - Restricted Stock | 2/9/2022 | - | - | - | - | - | 22,790 | 916,842 | - | - | |
| 2023 LTIP - Restricted Stock | 4/19/2023 | - | - | - | - | - | 38,270 | 1,539,602 | - | - | |
| 2022 LTIP - Performance Restricted Stock Units | 2/9/2022 | - | - | - | - | - | - | - | 34,185 | 1,375,263 | |
| 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | - | - | - | - | - | - | - | 76,540 | 3,079,204 | |
| 2021 LTIP - Stock Options | 7/19/2021 | 49,154 | 24,576 | - | 38.56 | 7/18/2031 | - | - | - | - | |
| Michael L. Spanos | |||||||||||
| 2023 - Restricted Stock | 6/14/2023 | - | - | - | - | - | 47,410 | 1,907,304 | - | - | |
| 2023 LTIP - Restricted Stock | 6/14/2023 | - | - | - | - | - | 38,270 | 1,539,602 | - | - | |
| 2023 LTIP - Performance Restricted Stock Units | 6/14/2023 | - | - | - | - | - | - | - | 76,540 | 3,079,204 | |
| (1) | For purposes of this column, the grant date for the awards is the grant date or, if earlier, the service inception date determined under FASB ASC Topic 718. |
| (2)
| The 2021 LTIP Stock Options |
| (3) | The exercise price of the stock options is the closing price of Delta common stock on the NYSE on the applicable grant date. |
| (4) | These shares of restricted stock vest as follows:
|
| 2021 LTIP: 1/2 on February 1, 2022 and 1/4 on each of February 1, 2023 and 2024. | |
| 2021 Restricted Stock grant to Mr. Janki: In equal installments on July | |
| 2022 LTIP: In equal installments on February 1, 2023, 2024 and 2025. | |
| 2023 LTIP: In equal installments on February 1, 2024, 2025 and 2026. | |
| 2023 Restricted Stock grant to Mr. Spanos: In equal installments on June 12, 2024, 2025 and 2026. | |
| Restricted stock is subject to forfeiture in certain circumstances. |
| 2024 PROXY STATEMENT | 49 |
| (5)
| The amounts in this column for the market value of restricted stock are based on the 29, 2023. |
| (6)
| The number of performance |
|
The following table provides information regarding the exercise of stock options and the vesting of stock for the named executive officers in 2021.2023.
Name | Option Awards |
| Stock Awards | ||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||
Edward H. Bastian | - | - |
| 172,119 | 7,096,488 |
Glen W. Hauenstein | - | - |
| 92,495 | 3,815,111 |
Alain M. Bellemare | - | - |
| - | - |
Peter W. Carter | - | - |
| 45,206 | 1,853,898 |
Daniel C. Janki | - | - |
| - | - |
William C. Carroll | - | - |
| 7,886 | 298,249 |
Garrett L. Chase | - | - |
| 7,333 | 277,334 |
(1) The value realized on vesting is based on the closing price of Delta common stock on the NYSE on the applicable vesting date. These amounts represent the vesting of award opportunities granted in 2018, 2019 and 2020. | |||||
| Name | Option Awards | Stock Awards | |||||
| Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | ||||
| Edward H. Bastian | - | - | 49,275 | 1,965,580 | |||
| Glen W. Hauenstein | - | - | 26,610 | 1,061,473 | |||
| Peter W. Carter | - | - | 23,443 | 935,141 | |||
| Daniel C. Janki | - | - | 60,763 | 2,737,394 | |||
| Michael L. Spanos | - | - | - | - | |||
| (1) | The value realized on vesting is based on the closing price of Delta common stock on the NYSE on the applicable vesting date. These amounts represent the vesting of award opportunities granted in 2020, 2021 and 2022. |
The Delta Retirement Plan (Retirement Plan) is a broad-based, non-contributory qualified defined benefit pension plan for Delta’s ground and flight attendant employees. To participate in the Retirement Plan, an employee must have completed 12 months of service before the plan was frozen on December 31, 2005. As a result, Mr. Bastian is eligible to participate in the Retirement Plan, but the other named executive officers are not. We do not offer any supplemental executive retirement plans or deferred compensation plans to the named executive officers.
Eligible ground and flight attendant employees hired (or rehired) on or before July 1, 2003 receive Retirement Plan benefits based on a final average earnings (FAE) formula. Effective July 1, 2003, the Retirement Plan transitioned to a cash balance plan and benefits for ground and flight attendant employees hired (or rehired) after that date are generally based solely on the cash balance formula. Retirement Plan participants who were employed on July 1, 2003, receive Retirement Plan benefits based on the higher of the FAE and cash balance formulas.
Under the cash balance formula, 6% of a participant’s pay (base salary and, if any, eligible annual incentive compensation) was credited annually until January 1, 2006, to a hypothetical account, which is credited with an annual interest credit based on a market rate of interest. Interest credits will continue to be credited annually regardless of the plan’s frozen status. At termination of employment, an amount equal to the balance of the participant’s cash balance account is payable to the participant, at his or her election, in the form of an immediate or deferred lump sum or equivalent monthly benefit.
Benefits under the FAE formula are based on a participant’s (1) final average earnings; (2) years of service prior to January 1, 2006; (3) age when benefit payments begin (but not before age 52); and (4) primary Social Security benefit. Final average earnings are the average of the participant’s highest average monthly earnings (base salary and, if any, eligible annual incentive compensation) for the 36 consecutive months in the 120-month period preceding the earlier of termination of employment and January 1, 2006. The monthly retirement benefit at the normal retirement age of 65 equals 60% of the participant’s final average earnings, reduced for years of service less than 30 (determined as of December 31, 2005) and by 50% of the participants’ primary Social Security benefit (also reduced for less than 30 years of service). Benefits determined under the FAE formula are paid in the form of a monthly annuity.
| | 2024 PROXY STATEMENT |
The table below shows certain pension benefit information for Mr. Bastian as of December 31, 2021.2023.
Name | Plan Name | Number of Years
| Present Value of Accumulated | Payments During
| ||||
Mr. Bastian(3) | Delta Retirement Plan | 6 years, 10 months | FAE Formula: Cash Balance Formula: | 0 |
(1) | As discussed above, the Retirement Plan was frozen effective December 31, 2005, and no additional service credit will accrue after that date. All years of service reflected in this column include service until December 31, 2005. |
| (2) | Benefits were calculated using interest rate and mortality rate assumptions consistent with those used in our financial statements (see “Assumptions” in Note 9 of the Notes to the Consolidated Financial Statements in Delta’s |
| (3) | Mr. Bastian resigned from Delta as of April 1, 2005, and rejoined Delta in July 2005. His years of credited service include the 6 years, 5 months of service he had completed as of April 1, 2005. As a result, the portion of his benefit calculated under the FAE formula was determined under the rules applicable to vested employees who terminate their service with Delta prior to early retirement age instead of under the rules applicable to retirees at early retirement age. Accordingly, Mr. Bastian’s benefit is smaller than it would have been had he retired at early retirement age. All benefits earned by Mr. Bastian after he rejoined Delta in July 2005 are based solely on the cash balance formula. |
This section describes the potential benefits the named executive officers may receive under certain termination of employment scenarios, including in connection with a change in control, assuming termination of employment on December 31, 2021.2023.
The definitions of “cause,” “change in control,” “disability,” “good reason” and “retirement,” as such terms are used in the following sections, are summarized below.
Officers and director level employees are generally eligible to participate in Delta’s Officer and Director Severance Plan (Severance Plan), which may be amended at any time by Delta. The following chart summarizes the principal benefits the named executive officers are eligible to receive under the Severance Plan.
Name | Termination Without Cause (no Change in Control)(1) | Resignation for Good Reason (no Change in Control)(1) | Termination without Cause or Resignation for Good Reason in Connection with a Change in Control(1)(2) | |||
Mr. Bastian |  24 months base salary
|
|
| |||
Mr. Hauenstein |
|
| None |
| ||
|
|
| None |
|
|
|
|
|
The cash severance amount (base salary plus target MIP) is paid in a lump sum following termination of employment. Outplacement services fees are limited to $5,000. | |||
| (2) | These benefits apply if the termination of employment occurs during the two-year period after a change in control. | ||
| (3) | See footnote | ||
| 2024 PROXY STATEMENT |
To receive benefits under the Severance Plan, participants must enter into a general release of claims against Delta and non-competition, non-solicitation, non-disparagement and confidentiality covenants for the benefit of Delta.
The Severance Plan does not provide for any excise tax gross-ups for benefits received in connection with a change in control. If a participant is entitled to benefits under the Severance Plan in connection with a change in control, the amount of such benefits will be reduced to the statutory safe harbor under Section 4999 of the Internal Revenue Code if this results in a greater after-tax benefit than if the participant paid the excise tax.
The following chart summarizes the treatment of performance awards, performance restricted stock units, restricted stock, time-based cash awards and as applicable, stock options awarded, as applicable, under Delta’s long-term incentive programs (LTIP) for 2019, 20202021, 2022 and 20212023, and a restricted stock award provided to Mr. Bellemare, Mr. CarterJanki and Mr. JankiSpanos, under various termination of employment scenarios.
Termination Scenario | Award Treatment | |||
Termination without Cause or Resignation for Good Reason without a Change in Control | Mr. Bastian, Mr. Hauenstein and Mr. Carter | The named executive officer will remain eligible to receive his performance award, performance restricted stock units award (other than, for Mr. Bastian and Mr. Carter, the enhanced award portion of the performance restricted stock units granted under the 2023 LTIP (enhanced PRSU award)) and, as applicable, restricted stock award and stock option award pursuant to the same vesting, performance and general payment provisions as if his employment had continued.(1)(2) The named executive officer will also receive the immediate vesting of a pro rata portion of his time-based cash award. Any remaining portion will be forfeited. For Mr. Bastian’s and Mr. Carter’s enhanced PRSU award, they will receive a prorated award pursuant to the same vesting, performance and general payment provisions as if their employment had continued, and any remaining portions of such award will be forfeited. | ||
| The named executive officer will receive a prorated performance award, prorated performance restricted stock units award and, as applicable, a prorated stock option award under the same vesting, performance and general payment provisions as if his employment had continued and the immediate vesting of a pro rata portion of his restricted stock award. Any remaining portions of such awards will be forfeited. | |||
Resignation without Good Reason | Mr. Bastian, Mr. Hauenstein and Mr. Carter | The named executive officer will remain eligible to receive his performance award, performance restricted stock units award (other than the enhanced PRSU award portion for Mr. Bastian and Mr. Carter) and, as applicable, restricted stock award and stock option award pursuant to the same vesting, performance and general payment provisions as if his employment had continued.(1)(2)The named executive officer’s time-based cash award and, for Mr. Bastian and Mr. Carter, their enhanced PRSU award will be immediately forfeited. | ||
| The named executive officer’s performance award, performance restricted stock units award, restricted stock award and, as applicable, stock option award will be immediately forfeited. | |||
| Termination due to Retirement | Mr. Bastian, Mr. Hauenstein and Mr. Carter | The named executive officer will remain eligible to receive his performance award, performance restricted stock units award (other than the enhanced PRSU award portion for Mr. Bastian and Mr. Carter) and, as applicable, restricted stock award and stock option award pursuant to the same vesting, performance and general payment provisions as if his employment had continued.(1)(2) The named executive officer’s time-based cash award will be immediately forfeited. For Mr. Bastian’s and Mr. Carter’s enhanced PRSU award, if they retire from Delta (i) on or prior to the first anniversary of the grant date, such awards will be immediately forfeited or (ii) after the first anniversary of the grant date, but prior to the end of the performance period, they will receive a prorated award pursuant to the same vesting, performance and general payment provisions as if their employment had continued, and any remaining portions of such award will be forfeited. | ||
Mr. Janki and Mr. Spanos | The named executive officer will receive a prorated performance award, prorated performance restricted stock units award and, as applicable, a prorated stock option award under the same vesting, performance and general payment provisions as if his employment had continued and the immediate vesting of a pro rata portion of his restricted stock award. Any remaining portions of such awards will be forfeited. |
| ir.delta.com | | 2024 PROXY STATEMENT | 52 |
| Termination for Cause | The named executive officer’s performance award, performance restricted stock units award, and, as applicable, restricted stock award, stock option award and time-based cash award will be immediately forfeited. | |
Termination due to Death or Disability | The named executive officer’s performance award, performance restricted stock units award, and, as applicable, restricted stock award, stock option award and time-based cash award will immediately vest, with the performance award and performance restricted stock units award paid at the target level. | |
Termination without Cause or Resignation for Good Reason with a Change in Control | The named executive officer’s performance award, performance restricted stock units award and, as applicable, restricted stock award, stock option award and time-based cash award will immediately vest, with the performance award and performance restricted stock units award paid at the target level. |
(1) | In order for the named executive officer to be eligible for this treatment, his termination of employment must have occurred on or after (i) October 1, Spanos. For Mr. Bastian and Mr. Carter’s enhanced PRSU awards, however, if their termination of employment was due to retirement prior to October 1, 2023, such awards would be immediately forfeited. |
| (2) | In consideration for this treatment, these named executive officers entered into award agreements containing enhanced non-competition and non-solicitation covenants for the benefit of Delta. In the event the executive breaches such covenants during the two-year period following employment, he will forfeit any outstanding awards. |
|
Delta’s 20212023 Management Incentive Plan (MIP) generally provides that a participant whose employment with Delta terminates prior to the end of the workday on December 31, 20212023 is not eligible for a 20212023 MIP payment. If, however, the participant’s employment is terminated (1) due to death or disability; (2) due to retirement; or (3) by Delta without cause or for any other reason that would entitle the participant to benefits under the Severance Plan, the participant is eligible for a pro rata 20212023 MIP payment based on (a) the number of days during 20212023 the participant was employed in a MIP-qualified position and (b) the terms and conditions of the 20212023 MIP that would have applied if his or her employment had continued through December 31, 2021.2023.
As noted above, eligibility for severance benefits and acceleration of the vesting of equity awards are triggered by certain events. The terms “cause,” “change in control,” “disability,” “good reason” and “retirement,” as they apply to the named executive officers, are summarized below.
Cause means, in general, a person’s (1) continued, substantial failure to perform his duties with Delta; (2) misconduct which is economically injurious to Delta; (3) conviction of, or plea of guilty or no contest to, a felony or other crime involving moral turpitude, fraud, theft, embezzlement or dishonesty; or (4) material violation of any material Delta policy or rule regarding conduct. A person has ten business days to cure, if curable, any of the events which could lead to a termination for cause. For executive vice presidents or more senior executives, a termination for cause must be approved by a 2/3 vote of the entire Board of Directors.
Change in control means, in general, the occurrence of any of the following events: (1) any person becomes the beneficial owner of more than 35% of Delta common stock; (2) during a period of 12 consecutive months, the Board of Directors at the beginning of the period and their approved successors cease to constitute a majority of the Board; (3) the consummation of a merger or consolidation involving Delta, other than a merger or consolidation which results in the Delta common stock outstanding immediately before the transaction continuing to represent more than 65% of the Delta common stock outstanding immediately after the transaction; or (4) a sale, lease or other transfer of Delta’s assets that have a total gross fair market value greater than 40% of the total gross fair market value of Delta’s assets immediately before the transaction.
Disability means long-term or permanent disability as determined under the applicable Delta disability plan.
Good reason means, in general, the occurrence of any of the following without a person’s written consent: (1) a material diminution of a person’s authorities, duties or responsibilities, other than an insubstantial and inadvertent act that is promptly remedied by Delta after written notice by the person; (2) the relocation of a person’s office by more than 50 miles; (3) a material reduction in a person’s base salary or target annual bonus opportunities, other than pursuant to a uniform percentage salary or target annual bonus reduction for similarly situated persons; or (4) a material breach by Delta of any material term of a person’s employment. An event constitutes good reason only if a person gives Delta certain written notice of his intent to resign and Delta does not cure the event within a specified period.
Retirement means a termination of employment (1) at or after age 52 with ten years of service completed since a person’s most recent hire date or (2) on or after the date he or she has completed at least 25 years of service since his or her most recent hire date regardless of age. In addition, for purposes of the Retiree Flight Benefits described below, retirement also means (1) a termination of employment by Delta without cause or for any other reason that would entitle the person to benefits under the Severance Plan if the person is at least age 45 and has at least 10 years of service and such combined age and years of service equal 60 or more and (2) for Mr. Carter and Mr. Carroll only, a termination of employment at or after age 62 with five years of service completed since his most recent hire date.more.
| 2024 PROXY STATEMENT | 53 |
A named executive officer who retires from Delta under the definition of retirement described above may continue to receive Flight Benefits (see footnote 6(d)7(e) to the Summary Compensation Table on page 3946 for a description of Flight Benefits including survivor travel benefits) during retirement, except the unused portion of the two annual allowances will not accumulate into succeeding years (Retiree Flight Benefits).
Notwithstanding the above, a person who is first elected an officer on or after June 8, 2009, will not receive reimbursement for taxes for Retiree Flight Benefits. Delta also does not provide reimbursement for taxes associated with travel by the surviving spouse or domestic partner of any officer.
In exchange for certain non-competition, non-solicitation, non-disparagement and confidentiality covenants for the benefit of Delta and a general release of claims against Delta, an officer who served in that capacity during the period beginning on the date Delta entered into the merger agreement with Northwest Airlines and ending on the date the merger occurred, or who joined Delta from Northwest on the date the merger occurred and who had been a Northwest officer on the date Delta entered into the merger agreement, will receive, on his termination of employment (other than by death or by Delta for cause), a vested right to Retiree Flight Benefits, regardless of the officer’s age and years of service at his termination of employment.
A named executive officer who (1) does not meet the definition of retirement and (2) becomes eligible for benefits under the Severance Plan will receive an allotment of 32 one-way positive-space flight passes after the expiration of the Flight Benefits provided under the Severance Plan. This allotment will continue until the fifth anniversary of the named executive officer'sofficer’s severance date or, if the officer has less than five years of service with Delta, the number of months the officer was employed with Delta.
|
Table Regarding Potential Post-Employment Benefits upon Termination or Change in Control
The following table describes the termination benefits for each named executive officer, assuming termination of employment on December 31, 2021.2023. Also included is a row that describes the benefits, if any, each named executive officer would have received in connection with a change in control (CIC). Further, because termination is deemed to occur at the end of the workday on December 31, 2021,2023, the named executive officer would have earned his 20212023 MIP award and, as applicable, the performance award under the 20192021 LTIP, to the extent otherwise payable. Accordingly, these awards are unrelated to the termination of employment.
We have not included in this section any benefit that is available generally to all employees on a non-discriminatory basis such as payment of retirement, disability and death benefits. See “Defined Benefit Pension Benefits” on page 45,50, for a discussion of the benefits accrued for eligible named executive officers under the Delta Retirement Plan. On December 31, 2021,2023, only Mr. Bastian Mr. Hauenstein and Mr. Carroll (for purposes of Retiree Flight Benefits only)Hauenstein were eligible to retire under the definition of retirement described above. The other named executive officers are not eligible to retire under these requirements and, therefore, are not eligible for any retirement-related compensation or benefits.
Name | Termination Scenario | Severance |
| Equity/Long-Term Non-Equity Incentive Awards ($) |
| Other | ||
Performance |
Stock | Restricted | ||||||
Mr. Bastian | Without Cause | 5,700,000 |
| 8,340,625 | - | 6,941,390 |
| 654,643 |
Resignation for Good Reason | 5,700,000 |
| 8,340,625 | - | 6,941,390 |
| 654,643 | |
For Cause | - |
| - | - | - |
| - | |
Resignation without Good Reason | - |
| 8,340,625 | - | 6,941,390 |
| 622,300 | |
Retirement | - |
| 8,340,625 | - | 6,941,390 |
| 622,300 | |
Death | - |
| 8,340,625 | - | 6,941,390 |
| - | |
Disability | - |
| 8,340,625 | - | 6,941,390 |
| 622,300 | |
CIC – Termination without Cause/Resignation for Good Reason | 5,700,000 |
| 8,340,625 | - | 6,941,390 |
| 654,643 | |
Mr. Hauenstein | Without Cause | 3,850,000 |
| 4,503,938 | - | 3,748,554 |
| 477,390 |
Resignation for Good Reason | - |
| 4,503,938 | - | 3,748,554 |
| 456,325 | |
For Cause | - |
| - | - | - |
| - | |
Resignation without Good Reason | - |
| 4,503,938 |
| 3,748,554 |
| 456,325 | |
Retirement | - |
| 4,503,938 | - | 3,748,554 |
| 456,325 | |
Death | - |
| 4,503,938 | - | 3,748,554 |
| - | |
Disability | - |
| 4,503,938 |
| 3,748,554 |
| 456,325 | |
CIC – Termination without Cause/Resignation for Good Reason | 3,850,000 |
| 4,503,938 |
| 3,748,554 |
| 477,390 | |
Mr. Bellemare | Without Cause | 2,437,500 |
| 548,625 | - | 2,904,227 |
| 61,110 |
Resignation for Good Reason | - |
| 548,625 | - | 2,904,227 |
| - | |
For Cause | - |
| - | - | - |
| - | |
Resignation without Good Reason | - |
| - | - | - |
| - | |
Death | - |
| 1,645,875 | - | 4,650,129 |
| - | |
Disability | - |
| 1,645,875 | - | 4,650,129 |
| - | |
CIC – Termination without Cause/Resignation for Good Reason | 2,437,500 |
| 1,645,875 | - | 4,650,129 |
| 61,110 | |
Mr. Carter | Without Cause | 2,062,500 |
| 2,311,825 | - | 3,482,341 |
| 120,835 |
Resignation for Good Reason | - |
| 2,311,825 | - | 3,482,341 |
| - | |
For Cause | - |
| - | - | - |
| - | |
Resignation without Good Reason | - |
| 2,311,825 | - | 3,482,341 |
| - | |
Death | - |
| 2,311,825 | - | 3,482,341 |
| - | |
Disability | - |
| 2,311,825 | - | 3,482,341 |
| - | |
CIC – Termination without Cause/Resignation for Good Reason | 2,062,500 |
| 2,311,825 | - | 3,482,341 |
| 120,835 | |
| Equity/Long-Term Non-Equity Incentive/Cash Awards ($) | |||||||||||||||||
| Name | Termination Scenario | Severance Payment ($)(1) | Performance Restricted Stock Units(2) | Performance Awards(3) | Stock Options(4) | Restricted Stock(5) | Time-Based Cash Awards(6) | Other Benefits ($)(7) | |||||||||
| Mr. Bastian | Without Cause | 5,700,000 | 24,260,702 | 7,200,000 | 37,432 | 1,042,963 | 5,884,615 | 456,006 | |||||||||
| Resignation for Good Reason | 5,700,000 | 24,260,702 | 7,200,000 | 37,432 | 1,042,963 | 5,884,615 | 456,006 | ||||||||||
| For Cause | - | - | - | - | - | - | - | ||||||||||
| Resignation without Good Reason | - | 13,063,888 | 7,200,000 | 37,432 | 1,042,963 | - | 412,381 | ||||||||||
| Retirement | - | 13,063,888 | 7,200,000 | 37,432 | 1,042,963 | - | 412,381 | ||||||||||
| Death | - | 24,260,702 | 7,200,000 | 37,432 | 1,042,963 | 8,500,000 | - | ||||||||||
| Disability | - | 24,260,702 | 7,200,000 | 37,432 | 1,042,963 | 8,500,000 | 412,381 | ||||||||||
| CIC – Termination without Cause/Resignation for Good Reason | 5,700,000 | 24,260,702 | 7,200,000 | 37,432 | 1,042,963 | 8,500,000 | 456,006 | ||||||||||
| | 2024 PROXY STATEMENT | 54 |
| Equity/Long-Term Non-Equity Incentive/Cash Awards ($) | |||||||||||||||||
| Name | Termination Scenario | Severance Payment ($)(1) | Performance Restricted Stock Units(2) | Performance Awards(3) | Stock Options(4) | Restricted Stock(5) | Time-Based Cash Awards(6) | Other Benefits ($)(7) | |||||||||
| Mr. Hauenstein | Without Cause | 3,850,000 | 12,871,186 | 3,937,500 | 20,214 | 563,220 | 1,743,750 | 335,340 | |||||||||
| Resignation for Good Reason | - | 12,871,186 | 3,937,500 | 20,214 | 563,220 | 1,743,750 | 308,760 | ||||||||||
| For Cause | - | - | - | - | - | - | - | ||||||||||
| Resignation without Good Reason | - | 12,871,186 | 3,937,500 | 20,214 | 563,220 | - | 308,760 | ||||||||||
| Retirement | - | 12,871,186 | 3,937,500 | 20,214 | 563,220 | - | 308,760 | ||||||||||
| Death | - | 12,871,186 | 3,937,500 | 20,214 | 563,220 | 1,937,500 | - | ||||||||||
| Disability | - | 12,871,186 | 3,937,500 | 20,214 | 563,220 | 1,937,500 | 308,760 | ||||||||||
| CIC – Termination without Cause/Resignation for Good Reason | 3,850,000 | 12,871,186 | 3,937,500 | 20,214 | 563,220 | 1,937,500 | 335,340 | ||||||||||
| Mr. Carter | Without Cause | 2,681,250 | 8,196,058 | 2,700,000 | 7,033 | 681,899 | 900,000 | 144,384 | |||||||||
| Resignation for Good Reason | - | 8,196,058 | 2,700,000 | 7,033 | 681,899 | 900,000 | - | ||||||||||
| For Cause | - | - | - | - | - | - | - | ||||||||||
| Resignation without Good Reason | - | 4,836,853 | 2,700,000 | 7,033 | 681,899 | - | - | ||||||||||
| Death | - | 8,196,058 | 2,700,000 | 7,033 | 681,899 | 1,300,000 | - | ||||||||||
| Disability | - | 8,196,058 | 2,700,000 | 7,033 | 681,899 | 1,300,000 | - | ||||||||||
| CIC – Termination without Cause/Resignation for Good Reason | 2,681,250 | 8,196,058 | 2,700,000 | 7,033 | 681,899 | 1,300,000 | 144,384 | ||||||||||
| Mr. Janki | Without Cause | 2,681,250 | 1,943,243 | 1,458,333 | 34,202 | 3,249,860 | - | 114,033 | |||||||||
| Resignation for Good Reason | - | 1,943,243 | 1,458,333 | 34,202 | 3,249,860 | - | - | ||||||||||
| For Cause | - | - | - | - | - | - | - | ||||||||||
| Resignation without Good Reason | - | - | - | - | - | - | - | ||||||||||
| Death | - | 4,454,467 | 2,875,000 | 41,042 | 4,442,518 | - | - | ||||||||||
| Disability | - | 4,454,467 | 2,875,000 | 41,042 | 4,442,518 | - | - | ||||||||||
| CIC - Termination without Cause/Resignation for Good Reason | 2,681,250 | 4,454,467 | 2,875,000 | 41,042 | 4,442,518 | - | 114,033 | ||||||||||
| Mr. Spanos | Without Cause | 2,681,250 | 1,026,401 | 458,333 | - | 1,542,458 | - | 56,612 | |||||||||
| Resignation for Good Reason | - | 1,026,401 | 458,333 | - | 1,542,458 | - | - | ||||||||||
| For Cause | - | - | - | - | - | - | |||||||||||
| Resignation without Good Reason | - | - | - | - | - | - | |||||||||||
| Disability | - | 3,079,204 | 1,375,000 | - | 3,446,906 | - | - | ||||||||||
| Death | - | 3,079,204 | 1,375,000 | - | 3,446,906 | - | - | ||||||||||
| CIC – Termination without Cause/Resignation for Good Reason | 2,681,250 | 3,079,204 | 1,375,000 | - | 3,446,906
| - | 56,612 | ||||||||||
| (1) | The severance payment, if applicable, represents the following for each named executive officer: (i) Mr. Bastian: 24 months of base salary and 200% of his MIP target award, which is 200% of his base salary; (ii) Mr. Hauenstein: 24 months of base salary and 200% of his MIP target award, which is 175% of his base salary; and (iii) for Mr. Carter, Mr. Janki and Mr. Spanos: 18 months of base salary and 150% of their MIP target award, which is 175% of their base salary. |
| (2) | The value of the performance restricted stock units in the table is based on the $40.23 closing price of Delta common stock on the NYSE on December 29, 2023, and assumes performance at the target level. |
| (3) | The value of the performance awards in the table is based on payment at the target level. |
| (4) | We used intrinsic value for the stock options. The exercise price for the unexercisable stock options outstanding on December 31, 2023, was (1) $39.78 for the options granted on February 3, 2021 and (2) $38.56 for the options granted on July 19, 2021. |
| (5) | The values in this table for restricted stock are based on the $40.23 closing price of Delta common stock on the NYSE on December 29, 2023. |
| (6) | Mr. Janki and Mr. Spanos did not receive time-based cash awards under the 2022 |
| (7) |
Name | Termination Scenario | Severance |
| Equity/Long-Term Non-Equity Incentive Awards ($) |
| Other | ||
Performance |
Stock | Restricted | ||||||
Mr. Janki | Without Cause | 2,681,250 |
| 274,313 | 11,715 | 1,973,032 |
| 68,558 |
Resignation for Good Reason | - |
| 274,343 | 11,715 | 1,973,032 |
| - | |
For Cause | - |
| - | - | - |
| - | |
Resignation without Good Reason | - |
| - | - | - |
| - | |
Disability | - |
| 1,645,875 | 38,340 | 6,196,916 |
| - | |
Death | - |
| 1,645,875 | 38,340 | 6,196,916 |
| - | |
CIC – Termination without Cause/Resignation for Good Reason | 2,681,250 |
| 1,645,875 | 38,340 | 6,196,916 |
| 68,558 | |
Mr. Carroll | Without Cause | 1,068,750 |
| 424,625 | - | 521,875 |
| 326,381 |
Resignation for Good Reason | - |
| 424,625 | - | 521,875 |
| 326,381 | |
For Cause | - |
| - | - | - |
| - | |
Resignation without Good Reason | - |
| - | - | - |
| - | |
Retirement | - |
| - | - | - |
| 326,381 | |
Death | - |
| 843,875 | - | 707,074 |
| 52,850 | |
Disability | - |
| 843,875 | - | 707,074 |
| 326,381 | |
CIC – Termination without Cause/Resignation for Good Reason | 1,068,750 |
| 843,875 | - | 707,074 |
| 326,381 | |
Mr. Chase | Without Cause | 1,125,000 |
| 424,625 | - | 500,864 |
| 118,939 |
Resignation for Good Reason | - |
| 424,625 | - | 500,864 |
| - | |
For Cause | - |
| - | - | - |
| - | |
Resignation without Good Reason | - |
| - | - | - |
| - | |
Death | - |
| 843,875 | - | 685,463 |
| - | |
Disability | - |
| 843,875 | - | 685,463 |
| - | |
CIC – Termination without Cause/Resignation for Good Reason | 1,125,000 |
| 843,875 | - | 685,463 |
| 118,939 | |
(1) The severance payment, if applicable, represents the following for each named executive officer: (i) Mr. Bastian: 24 months of base salary and 200% of his MIP target award, which is 200% of his base salary; (ii) Mr. Hauenstein: 24 months of base salary and 200% of his MIP target award, which is 175% of his base salary; (iii) Mr. Bellemare: 18 months of base salary and 150% of his MIP target award, which is 150% of his base salary; (iv) Mr. Carter: 18 months of base salary and 150% of his MIP target award, which is 150% of his base salary; (v) Mr. Janki: 18 months of base salary and 150% of his MIP target award, which is 175% of his base salary; (vi) Mr. Carroll: 15 months of base salary and 125% of his MIP target award, which is 80% of his base salary; and (vi) Mr. Chase: 15 months of base salary and 125% of his MIP target award, which is 80% of his base salary. (2) The value of the performance awards (except with respect to the portion of the 2021 LTIP attributable to the 2021 performance period) in the tables is based on payment at the target level. As actual performance for the 2021 performance period under the 2021 LTIP was below the target level, the value of such portion of the 2021 LTIP is based on payment at 88.75% of the target level. (3) We used intrinsic value for the stock options. The exercise price for the unexercisable stock options outstanding on December 31, 2021 was (1) $50.52 for the options granted on February 6, 2019; (2) $58.89 for the options granted on February 5, 2020; (3) $39.78 for the options granted on February 3, 2021; and (4) $38.56 for the options granted on July 19, 2021. (4) As required by SEC rules, the values in these tables for restricted stock are based on the $39.08 closing price of Delta common stock on the NYSE on December 31, 2021. (5) Other benefits include company-paid healthcare coverage, outplacement services and, for Mr. Bastian, Mr. Hauenstein and Mr. Carroll only, Retiree Flight Benefits. The Retiree Flight Benefits reflected for each named executive officer were determined by using the following assumptions for each officer: (1) Flight Benefits continue for the life expectancy of the officer or the joint life expectancy of the officer and, as applicable, his spouse, measured using a mortality table that calculates the average life expectancy to be 27.1 years; (2) the level of usage of Retiree Flight Benefits for each year is the same as the officer’s and his spouse’s actual usage of Flight Benefits during 2021; (3) the incremental cost to Delta of Retiree Flight Benefits for each year is the same as the actual incremental cost incurred by Delta for the officer’s Flight Benefits in 2021; and (4) the value of Retiree Flight Benefits includes a tax gross up equal to 60% of the lesser of (i) the officer’s actual usage of Flight Benefits in 2021 and (ii) except for Mr. Carroll, the annual tax reimbursement allowance (as described in footnote 6(d) to the Summary Compensation Table) (surviving spouses do not receive reimbursement for taxes associated with Retiree Flight Benefits). On the basis of these assumptions, we determined the value of Retiree Flight Benefits for each named executive officer by calculating the present value of the benefit over the officer’s life expectancy (or joint life expectancy with his spouse) using a discount rate of 2.65%. | ||||||||
| 2024 PROXY STATEMENT |
Under rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to calculate and disclose the total compensation paid to our median employee as well as the ratio of the pay of our Chief Executive Officer to the median employee. For 2021:2023:
the annual total compensation of the employee identified at median of all our employees other than our Chief Executive Officer was $70,240;$101,947;
the annual total compensation of our Chief Executive Officer, Ed Bastian, was $12,360,420;$34,214,328; and
the ratio of the annual total compensation of our Chief Executive Officer to the median of the total annual compensation of all our employees was estimated to be 176336 to 1.
This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records, using the methodology described below.records. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported here, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
In 2021, Delta hired approximately 11,000 new employees, representing over 13% of
As permitted by SEC rules, our workforce. As a result we concluded it was appropriate to identify a new median employee for purposes of presenting2023 is the 2021 CEOsame employee identified for 2022 because we determined that there have been no changes in our employee population or employee compensation arrangements during 2023 that would significantly impact this pay ratio.ratio disclosure.
In identifying the median of the annual total compensation of our employees, we used the following methodology and material assumptions, adjustments, and estimates as of December 31, 2021:
Because less than 5% of our employees reside in other countries, we excluded all 2,255 of our international employees using the de minimis exemption permitted under SEC rules.(1)
After applying the de minimis exemption, we had 92,767 U.S. employees, including the employees of all of our subsidiaries and all part-time, seasonal and temporary employees.
To identify the median employee, we utilized information from Box 5 of Form W-2 as we believe this measure reflects the most comparable measure of compensation across our diverse workgroups.
We annualized the compensation of permanent employees on an unpaid leave of absence during 2021 and of permanent full-time and part-time employees who were hired in 2021 and remained employed as of December 31, 2021, as expressly permitted by SEC rules.
After identifying the median employee, we calculated the annual total compensation for our median employee based on the rules used for calculating our Chief Executive Officer’s compensation in the Summary Compensation Table, as required. Because SEC rules require us to include the value of certain benefits we provide in the Summary Compensation Table calculation, the compensation reported for the median employee is higher than the compensation reported in Box 5 of the employee’s W-2.
In order to give additional context to the 2023 CEO pay ratio reported above and our Chief Executive Officer’s annual total compensation for 2023, we are providing a supplemental ratio that compares Mr. Bastian’s 2023 annual total compensation, excluding the one-time enhanced award granted to him under Delta’s 2023 long-term incentive program, to the median employee’s annual total compensation. For a discussion about this one-time enhanced award, see the “Executive Compensation in 2023” section of this proxy statement on page 29. We believe that this supplemental ratio reflects a more representative comparison. After excluding the value of this award as reported in the Summary Compensation Table, Mr. Bastian’s annual total compensation was $19,214,290. The resulting supplemental pay ratio is 188 to 1.
The following disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by the named executive officers or how the Personnel & Compensation Committee evaluates compensation decisions. For discussion of how the Personnel & Compensation Committee seeks to align pay with performance when making compensation decisions, see the “Compensation Discussion & Analysis” section of this proxy statement beginning on page 27.
The following tables and related disclosures provide information about (i) the total compensation (SCT Total) of our principal executive officer (PEO) and the non-PEO named executive officers (Other NEOs) as presented in the Summary Compensation Table on page 45; (ii) the “compensation actually paid” (CAP) to our PEO and the Other NEOs, as calculated pursuant to Item 402(v) of Regulation S-K; (iii) certain financial performance measures; and (iv) the relationship of CAP to those financial performance measures.
| ir.delta.com | | 2024 PROXY STATEMENT | 56 |
| Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment on December 31, 2019 Based On: | ||||||||||||||
| Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO(2) ($) (c) | Table Total for Non-PEO Named Executive Officers(1)(2) ($) (d) | Actually Paid to Non-PEO Named Executive Officers(1)(2) ($) (e) | Total Shareholder Return(3) ($) (f) | Peer Group Total Shareholder Return(3) ($) (g) | Net Income(4) ($) (millions) (h) | Pre-Tax Income(5) ($) (millions) (i) | ||||||||
| 2023 | 34,214,328 | 39,811,315 | 12,332,605 | 14,136,612 | 70 | 63 | 4,609 | 7,021 | ||||||||
| 2022 | 9,606,387 | 7,613,922 | 5,087,831 | 3,861,941 | 57 | 48 | 1,318 | 3,619 | ||||||||
| 2021 | 12,360,420 | 11,616,466 | 6,115,487 | 6,028,546 | 68 | 74 | 280 | (3,144) | ||||||||
| 2020 | 13,134,012 | 3,817,481 | 4,254,247 | 1,507,079 | 69 | 76 | (12,385) | (8,881) | ||||||||
| (1) | The PEO reflected in columns (b) and (c) is Edward H. Bastian for all years shown and the Other NEOs reflected in columns (d) and (e) represent the following individuals for each of the years shown: |
| 2023: Glen W. Hauenstein, Peter W. Carter, Daniel C. Janki and Michael L. Spanos | |
| 2022: Glen W. Hauenstein, Alain M. Bellemare, Peter W. Carter and Daniel C. Janki | |
| 2021: Glen W. Hauenstein, Alain M. Bellemare, Peter W. Carter, Daniel C. Janki, William C. Carroll and Garrett L. Chase | |
| 2020: Glen W. Hauenstein, Peter W. Carter, Rahul D. Samant, William C. Carroll, Garrett L. Chase, Paul A. Jacobson and W. Gil West | |
| (2) | The table below describes the adjustments, each of which is required by SEC rules, to calculate the CAP amounts from the SCT Totals of our PEO (columns (b) and (c)) and the average CAP amounts from the average SCT Totals of the Other NEOs (columns (d) and (e)). The SCT Totals and CAP amounts do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable years. |
| (3) | Amounts rounded to nearest whole dollar amount. The peer group used in this disclosure is the NYSE ARCA Airline Index, which is the same peer group used in Item 5 of our Form 10-K. |
| (4) | Reflects after-tax net income attributable to shareholders prepared in accordance with GAAP for each of the years shown. |
| (5) | Pre-Tax Income is the financial measure from the tabular list of Financial Performance Measures below that in Delta’s assessment represents the most important financial performance measure used by the company to link CAP for the named executive officers to Delta’s performance for the displayed years. This financial measure is also the measure used under our broad-based Profit Sharing Program, thereby aligning the interest of Delta management with our employees. Pre-Tax Income as used in this proxy statement is a non-GAAP financial measure. |
| (1) | The PEO reflected in columns (b) and (c) is Edward H. Bastian for all years shown and the Other NEOs reflected in columns (d) and (e) represent the following individuals for each of the years shown: |
| 2023: Glen W. Hauenstein, Peter W. Carter, Daniel C. Janki and Michael L. Spanos | |
| 2022: Glen W. Hauenstein, Alain M. Bellemare, Peter W. Carter and Daniel C. Janki | |
| 2021: Glen W. Hauenstein, Alain M. Bellemare, Peter W. Carter, Daniel C. Janki, William C. Carroll and Garrett L. Chase | |
| 2020: Glen W. Hauenstein, Peter W. Carter, Rahul D. Samant, William C. Carroll, Garrett L. Chase, Paul A. Jacobson and W. Gil West |
| (2) | The table below describes the adjustments, each of which is required by SEC rules, to calculate the CAP amounts from the SCT Totals of our PEO (columns (b) and (c)) and the average CAP amounts from the average SCT Totals of the Other NEOs (columns (d) and (e)). The SCT Totals and CAP amounts do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable years. |
| Adjustments | 2023 ($) | |||
| PEO | Other NEOs Average | |||
| SCT Total | 34,214,328 | 12,332,605 | ||
 (Deduct) aggregate change in actuarial present value included in SCT Total for covered fiscal year | - | - | ||
| Add pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in covered fiscal year(a) | - | - | ||
| (Deduct) aggregate value of stock awards and option awards included in SCT Total for covered fiscal year | (17,000,280) | (6,361,166) | ||
| Add fair value at year-end of awards granted during covered fiscal year that are outstanding and unvested as of end of covered fiscal year | 19,034,825 | 6,838,195 | ||
| Add/(Deduct) change in fair value as of end of covered fiscal year (from end of prior fiscal year) for awards granted in any prior fiscal year that are outstanding and unvested at end of covered fiscal year | 2,517,287 | 883,540 | ||
| Add fair value at vesting date for awards that are granted and vested in the same year | - | - | ||
| Add/(Deduct) change in fair value as of vesting date (from end of prior fiscal year) of awards granted in prior fiscal years that vested at end of or during covered fiscal year | 918,050 | 398,617 | ||
| (Deduct) fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during covered fiscal year | - | - | ||
| Add dividends or other earnings paid on awards in covered fiscal year if not otherwise included in SCT Total for covered fiscal year | 127,105 | 44,821 | ||
| CAP Amount | 39,811,315 | 14,136,612 | ||
| (a) | There is no added pension service cost for any of the years shown, as the benefits were frozen in 2005. None of the Other NEOs are eligible for pension benefits. |
| 2024 PROXY STATEMENT | 57 |
| (3) | Amounts rounded to nearest whole dollar amount. The peer group used in this disclosure is the NYSE ARCA Airline Index, which is the same peer group used in Item 5 of our Form 10-K. |
| (4) | Reflects after-tax net income attributable to shareholders prepared in accordance with GAAP for each of the years shown. |
| (5) | Pre-Tax Income is the financial measure from the tabular list of Financial Performance Measures below that in Delta’s assessment represents the most important financial performance measure used by the company to link CAP for the named executive officers to Delta’s performance for the displayed years. This financial measure is also the measure used under our broad-based Profit Sharing Program, thereby aligning the interest of Delta management with our employees. Pre-Tax Income as used in this proxy statement is a non-GAAP financial measure. |
The list below represents, in Delta’s assessment, the most important performance measures used to link CAP for the named executive officers to company performance for 2023. For further information regarding these financial performance measures and their function in Delta’s executive compensation program, see “Compensation Discussion and Analysis—Elements of Compensation—Performance Measure Selection” beginning on page 35.
| Financial Performance Measures |
| Cumulative Free Cash Flow (non-GAAP) |
| Pre-Tax Income (non-GAAP) (Company-Selected Measure) |
| Total Revenue Per Available Seat Mile (TRASM) (non-GAAP) |
The graphs on the following page show the relationship of CAP to our PEO and Other NEOs to (i) TSR of both Delta and the NYSE ARCA Airline Index; (ii) Delta’s net income; and (iii) Delta’s Pre-Tax Income (non-GAAP).
CAP, as calculated in accordance with Item 402(v) of Regulation S-K, reflects, among other things, adjustments to the fair value of equity awards during the years presented. Factors impacting the fair value of equity awards include the price of our common stock at year-end, as well as the projected and actual achievement of performance goals.
| ir.delta.com | | 2024 PROXY STATEMENT | 58 |
None of the members 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.
The non U.S. countries and the number of employees in each of those countries is as follows: Argentina - 7; Aruba – 3; Australia – 3; Bahamas – 3; Belgium – 19; Belize – 1; Bermuda – 11; Brazil – 103; Canada – 297; Cayman Islands – 2; Chile – 25; China – 38; Colombia – 7; Costa Rica – 29; Dominican Republic – 10; Ecuador – 4; El Salvador – 9; France – 72; Germany – 35; Ghana – 2; Greece – 4; Guatemala – 21; Honduras – 1; Hong Kong - 1; India –185; Ireland – 13; Israel – 4; Italy – 44; Jamaica – 6; Japan – 375; South Korea – 19; Mexico – 303; Nicaragua – 1; Nigeria – 4; Panama – 5; Peru – 16; Philippines – 7 Portugal – 1; Russia – 1; Senegal – 2; Singapore – 422; South Africa – 3; Spain – 34; St. Lucia – 1; St. Maarten - 1; Switzerland –1; The Netherlands – 48; Turks and Caicos – 1; UAE – 1; United Kingdom – 50
| | 2024 PROXY STATEMENT |
Non-employee director compensation is approved by the Board of Directors, based on recommendations of the Corporate Governance Committee.
In 2023, the Corporate Governance Committee engaged outside compensation consultant Frederic W. Cook & Co., Inc. (FW Cook) to assist the Committee in an assessment of the compensation program for outside directors. FW Cook reviewed our director compensation against the same 21 companies (including three airlines) in the peer group used for executive compensation purposes by our Personnel & Compensation Committee in 2023 and against other market data. Because of significant changes made in 2022, the Corporate Governance Committee did not recommend any changes to compensation for outside directors in 2023. The Board members received compensation in 2021 atof Directors accepted the levels set in 2017, which other than the voluntary waiver of retainers in 2020, have not been adjusted since that time. recommendation.
The Performance Compensation Plan limits equity awards to non-employee directors to $1 million. Employee directors continue to receive no additional pay for Board service. Non-employee directors are eligible to receive the following for their service on the Board of Directors:
Annual Board Member Retainer: | $ $180,000 (payable in quarterly installments) for the non-executive Chair of the Board |
Annual | $20,000, except $30,000 for Audit Committee Chair (payable in quarterly installments) |
| Annual Board Member Equity Grant: | $ |
Annual |
|
| $ |
Expense Reimbursements: | Reimbursement of reasonable expenses incurred in attending meetings. |
| Matching Gifts for Education Program: | Directors (and all employees and retirees) are eligible to participate in a program under which The Delta Air Lines Foundation matches 100% of contributions to eligible public and private, accredited, non-profit, educational institutions, pre-kindergarten through post-graduate, up to a $5,000 cap per individual director (and employee or retiree) per calendar year. |
As is common in the airline industry, Delta provides complimentary travel and certain Delta Sky Club® privileges for members of the Board of Directors; the director’s spouse, domestic partner or designated companion; the director’s children and parents; and, to a limited extent, other persons designated by the director (Director Flight Benefits). Complimentary travel for such other persons is limited to an aggregate imputed value of $20,000 per year. Delta reimburses the director for associated taxes on complimentary travel with an imputed tax value of up to $25,000 per year. Unused portions of the annual allowances described in the previous two sentences accumulate and may be carried into succeeding years during Board service. Mr. Hazleton is not eligible to receive flight benefits other than those he receives as a Delta employee.
Complimentary travel is provided to an eligible director’s surviving spouse or domestic partner after the eligible director’s death. Delta will not reimburse the surviving spouse or domestic partner for associated taxes on complimentary travel under the survivor travel benefit.
A director who retires from the Board at or after age 52 with at least ten years of service as a director, at or after age 68 with at least five years of service as a director, or at his or her mandatory retirement date, may continue to receive Director Flight Benefits during retirement, except the unused portion of the annual allowances does not accumulate into succeeding years (Retired Director Flight Benefits) and the director will not receive reimbursement for taxes for Retired Director Flight Benefits. A director is not eligible to receive Retired Director Flight Benefits if the director engages in certain wrongful acts.
| ir.delta.com | | 2024 PROXY STATEMENT |
The following table sets forth the compensation paid to non-employee members of Delta’s Board of Directors for 2021.2023.
Name(1) | Fees | Stock | Option | Non-Equity | Nonqualified | All Other |
| Total ($) |
Francis S. Blake | 120,000 | 305,000 | 0 | 0 | 0 | 546 |
| 425,546 |
Ashton B. Carter | 100,000 | 175,000 | 0 | 0 | 0 | 3,295 |
| 278,295 |
David G. DeWalt | 120,000 | 175,000 | 0 | 0 | 0 | 7,779 |
| 302,779 |
William H. Easter III | 125,000 | 175,000 | 0 | 0 | 0 | 133 |
| 300,133 |
Michael P. Huerta | 100,000 | 175,000 | 0 | 0 | 0 | 4,310 |
| 279,310 |
Jeanne P. Jackson | 100,000 | 175,000 | 0 | 0 | 0 | 33,579 |
| 308,579 |
George N. Mattson | 120,000 | 175,000 | 0 | 0 | 0 | 42,350 |
| 337,350 |
Sergio A. L. Rial | 120,000 | 175,000 | 0 | 0 | 0 | 0 |
| 295,000 |
David S. Taylor | 100,000 | 175,000 | 0 | 0 | 0 | 8,780 |
| 283,780 |
Kathy N. Waller | 100,000 | 175,000 | 0 | 0 | 0 | 1,428 |
| 276,428 |
(1) As Delta employees, Mr. Bastian and Mr. Hazleton were not separately compensated for their service on the Board of Directors in 2021. Mr. Bastian’s compensation is included in the Summary Compensation Table on page 38. Mr. Hazleton’s compensation is described in “Proposal 1 — Election of Directors” on page 54. (2) On June 17, 2021, the Board of Directors granted 3,930 shares of restricted stock to each non-employee director at that date. This award vests on June 17, 2022, subject to continued Board service on that date. Mr. Blake received an additional grant of 2,920 shares as compensation for service as non-executive Chairman of the Board, subject to vesting on the same schedule as described above. The “Stock Awards” column shows the fair value of the restricted stock granted to each non-employee director in 2021 as determined under FASB ASC Topic 718, based on date of the grant. (3) The amounts in this column for each non-employee director represent reimbursement of taxes associated with Director Flight Benefits. The amount for Ms. Jackson also includes the incremental cost of Director Flight Benefits of $12,987. The amount for Mr. Mattson also includes the incremental cost of Director Flight Benefits of $7,491 and $25,000 in compensation for acting on Delta’s behalf as director of Air France-KLM Group through February 2021. No other non-employee director received perquisites or other personal benefits with a total incremental cost of $10,000 or more, the threshold for reporting under SEC rules. From time to time, directors attend events sponsored by Delta at no incremental cost to Delta. | ||||||||
| Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | |||||||
| Francis S. Blake | 100,000 | 0 | 0 | 0 | 0 | 3,108 | 103,108 | |||||||
| Greg Creed | 110,000 | 190,000 | 0 | 0 | 0 | 5,709 | 305,709 | |||||||
| David G. DeWalt | 130,000 | 190,000 | 0 | 0 | 0 | 14,776 | 334,776 | |||||||
| William H. Easter III | 140,000 | 190,000 | 0 | 0 | 0 | 1,859 | 331,859 | |||||||
| Leslie M. Hale | 110,000 | 190,000 | 0 | 0 | 0 | 24,642 | 324,642 | |||||||
| Michael P. Huerta | 115,000 | 190,000 | 0 | 0 | 0 | 6,994 | 311,994 | |||||||
| Jeanne P. Jackson | 110,000 | 190,000 | 0 | 0 | 0 | 43,689 | 343,689 | |||||||
| George N. Mattson | 97,500 | 190,000 | 0 | 0 | 0 | 34,142 | 321,642 | |||||||
| Vasant M. Prabhu | 82,500 | 190,000 | 0 | 0 | 0 | 652 | 273,152 | |||||||
| Sergio A. L. Rial | 130,000 | 190,000 | 0 | 0 | 0 | 0 | 320,000 | |||||||
| David S. Taylor | 155,000 | 320,000 | 0 | 0 | 0 | 10,582 | 485,582 | |||||||
| Kathy N. Waller | 110,000 | 190,000 | 0 | 0 | 0 | 8,441 | 308,441 |
| (1) | As Delta employees, Mr. Bastian and Mr. Hazleton were not separately compensated for their service on the Board of Directors in 2023. Mr. Bastian’s compensation is included in the Summary Compensation Table on page 45. Mr. Hazleton’s compensation is described in “Proposal 1 — Election of Directors” on page 62. |
| (2) | On June 15, 2023, the Board of Directors granted 4,440 shares of restricted stock to each non-employee director at that date. This award vests on June 14, 2024, subject to continued Board service on that date. Mr. Taylor received an additional grant of 3,030 shares as compensation for service as non-executive Chair of the Board, subject to vesting on the same schedule as described above. The “Stock Awards” column shows the fair value of the restricted stock granted to each non-employee director in 2023 as determined under FASB ASC Topic 718, based on date of the grant. |
| (3) | The amounts in this column for each non-employee director represent reimbursement of taxes associated with Director Flight Benefits. The amounts for Ms. Hale, Ms. Jackson and Mr. Mattson also includes the incremental cost of Director Flight Benefits of $11,035, $23,584 and $21,129, respectively. No other non-employee director received 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, directors attend events sponsored by Delta at no incremental cost to Delta. |
The non-employee director stock ownership guidelines require each non-employee director to own shares of Delta common stock equal to or greater than (1) shares with a value of five times the annual Board cash retainer paid to the director, or (2) 35,000 shares. Non-employee directors must achieve this ownership level within five years after initial election to the Board. For this purpose, stock ownership includes restricted stock and restricted stock units; shares owned directly or by a spouse or dependent children; shares held in trust by or for the director or an immediate family member who resides in the same household as the director (an immediate family member); or shares owned by an entity wholly-owned by the director or an immediate family member. It does not include shares a director has the right to acquire through the exercise of stock options.
In addition, each non-employee director must hold at least 50% of all “net shares” received through restricted stock vesting or realized through stock option exercises until the stock ownership guidelines are achieved. For this purpose, “net shares” means all shares retained after any applicable withholding of any shares for tax purposes.
As of December 31, 2021,2023, all non-employee directors exceeded the required stock ownership level.level except for two directors who were elected to the Board in 2022 and 2023, respectively. Each director has five years from the date of his or her election to achieve the required ownership level under the non-employee director stock ownership guidelines.
The non-employee directors are also subject to the company'scompany’s prohibition against the hedging and pledging of Delta securities as described in the “Compensation Discussion and Analysis” section of the proxy statement under “Executive Compensation Policies — Anti-Hedging and Anti PledgingAnti-Pledging Policy” on page 36.43.
| | 2024 PROXY STATEMENT |
  | WHAT AM I VOTING ON? | |
| We are seeking your support for the election of 12 director nominees whom the Board, acting on the recommendation of the Corporate Governance Committee, has nominated to serve on the Board of Directors for a one-year term. | ||
We are seeking your support for the election of 14 director nominees whom the Board, acting on the recommendation of the Corporate Governance Committee, has nominated to serve on the Board of Directors for a one-year term.
All Delta directors are elected annually. At the annual meeting, each director nominee will be elected by the vote of a majority of the votes cast. This means the number of votes cast “for” a director nominee must exceed 50% of the votes cast with respect to that director nominee (excluding abstentions). Each director who is elected will hold office until the next annual meeting of shareholders and the election and qualification of his or her successor, or until such director'sdirector’s earlier death, disqualification, resignation or removal. See pages 68 to 7078 - 81 for more information about voting at the annual meeting.
Delta’s Bylaws provide that any director not receiving a majority of the votes cast at the annual meeting must offer to tender his or her resignation to the Board of Directors. The Corporate Governance Committee will make a recommendation to the Board of Directors whether to accept the resignation. The Board will consider the recommendation and publicly disclose its decision within 90 days after the certification of the election results.
After considering the recommendations of the Corporate Governance Committee, the Board set the number of directors to continue at 1412 as of the date of the annual meeting and nominated all current directors to stand for re-election.re-election, except Mr. Easter and Ms. Jackson who are completing their service at the annual meeting.
The Board believes that each of the nominees is qualified to serve as a director and will be able to stand for election. If not, the Board may name a substitute nominee or reduce the number of directors. If a substitute is named, the proxies will vote for the substitute nominee. In addition to the specific skills and experience for each independent director nominee listed in the chart on the following pages, qualifications of each nominee that were considered by the Board follow each nominee’s biographical description on the following pages.
Delta, the Air Line Pilots Association, International (ALPA), the collective bargaining representative for Delta pilots, and the Delta Master Executive Council, the governing body of the Delta unit of ALPA (Delta MEC), have an agreement whereby Delta agrees (1) to cause the election to the Board of Directors of a Delta pilot designated by the Delta MEC who is not a member or officer of the Delta MEC or an officer of ALPA (Pilot Nominee); (2) at any meeting of shareholders at which the Pilot Nominee is subject to election, to re-nominate the Pilot Nominee or nominate another qualified Delta pilot designated by the Delta MEC to be elected to the Board of Directors and to use its reasonable best efforts to cause such person to be elected to the Board; and (3) in the event of the Pilot Nominee’s death, disability, resignation, removal or failure to be elected, to elect promptly to the Board a replacement Pilot Nominee designated by the Delta MEC to fill the resulting vacancy.
Pursuant to this provision, the Delta MEC has designated Christopher A. Hazleton to be nominated for election to the Board at the annual meeting.
The compensation of Mr. Hazleton as a Delta pilot is determined under the collective bargaining agreement between Delta and ALPA. During 2021,2023, Mr. Hazleton received $391,296$563,445 in compensation (which includes: $336,374$393,153 in flight earnings, $950$19,037 in shared rewards/profit sharing payments, and $53,972$67,567 in Delta contributions related to a defined contribution plan)plans, and $83,688 in connection with a one-time payment made to all pilots upon ratification of a new pilot agreement in 2023). As a Delta pilot representative on the Board, Mr. Hazleton is not separately compensated for his service as a director.
| ir.delta.com | | 2024 PROXY STATEMENT |
The following chart shows the specific skills and experiences the Board currently believes are important for independent nominees collectively to possess for effective governance of Delta in the current business environment. The matrix also provides a high level summary of the important skills and experiences of our independent nominees to the Board, which contribute to the sound governance of Delta. It is not an exhaustive list of each nominee's contributions to the Board. The Board is committed to having a membership that reflects diversity, including with respect to gender, race and ethnicity. This commitment is illustrated by the fact that the Board currently includes five directors who are racially or ethnically diverse and three female directors.
The Board believes that the combination of backgrounds, skills and experiences of the nominees produces a Board that is well-equipped to exercise oversight responsibilities on behalf of our shareholders and other stakeholders. In addition to the chart above, we provide information on the following pages about each nominee for director, including certain experiences that led the Board to conclude the nominee should serve as a director of Delta.
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|
 | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES: |
| EDWARD H. BASTIAN | |||
Age:
Joined Delta’s Board: | BIOGRAPHY:
Mr. Bastian has been the Chief Executive Officer of Delta since May 2016. He served as the President of Delta from 2007 to May 2016. Mr. Bastian was also Chief Financial Officer of Delta from 2007 to 2008; Executive Vice President and Chief Financial Officer of Delta from 2005 to 2007; Chief Financial Officer of Acuity Brands from June 2005 to July 2005; Senior Vice President | ||
QUALIFICATIONS:
Mr. Bastian has over twenty years of experience as a Delta officer, including serving as Delta’s Chief Executive Officer, President and Chief Financial Officer. Mr. Bastian’s accounting and finance background also provides financial and strategic expertise to the Board of Directors.
| |||
PUBLIC DIRECTORSHIPS: Grupo Aeroméxico, S.A.B. de C.V. (2012 - 2022) | AFFILIATIONS: Member, Board of Trustees of The Woodruff Arts Center | ||
 | |||
Age:
Joined Delta’s Board:
| BIOGRAPHY: Ms. Black has been the President and Chief Executive Officer of Automatic Data Processing, Inc. (ADP), a leading global technology company providing human capital management (HCM) solutions, since January 2023. She previously served as President of ADP from January 2022 to January 2023, and held various positions of increasing responsibility across the entirety of ADP’s global portfolio since joining the company in 1996, including as President, Worldwide Sales and Marketing from 2020 to 2022, President, Small Business Solutions and Human Resources Outsourcing from 2017 to 2020, President, ADP TotalSource from 2014 to 2016, General Manager, ADP United Kingdom from 2013 to 2014, and General Manager, Employer Services - TotalSource Western Central Region from 2008 to 2013. | ||
QUALIFICATIONS: Ms. Black has substantial expertise in the technology and human capital management industry, serving as President and Chief Executive Officer and other key roles at ADP. She has extensive experience in sales, product implementation and operations, having overseen all aspects of sales, marketing and business operations. Her deep experience and understanding of technology, human capital management and client service, as well as her service on the Board of Directors of ADP, will provide valuable expertise to Delta’s Board of Directors. Ms. Black was recommended to the Board’s Corporate Governance Committee as a new director by a third party search firm. | |||
PUBLIC DIRECTORSHIPS: Automatic Data Processing, Inc. | AFFILIATIONS: Trustee, ADP Foundation Member, American Heart Association’s CEO Roundtable Member, Business Roundtable Member, The Business Council | ||
| 2024 PROXY STATEMENT | 63 |
| WILLIE CW CHIANG | |||
Age: 63 Joined Delta’s Board: | BIOGRAPHY:
Mr. | ||
QUALIFICATIONS:
Mr. | |||
PUBLIC DIRECTORSHIPS: Plains All American Pipeline, L.P. and | AFFILIATIONS: Board of Trustees, United Way of Greater Houston Board of Trustees, Performing Arts Houston Member, Energy Advisory Council of the
| ||
 | |||
Age: Joined Delta’s Board: Committees:
| BIOGRAPHY:
| ||
|
|
Mr. Creed served as Chief Executive Officer of Yum! Brands, Inc., a global operator of quick service restaurants, from January 2015 until his retirement in December 2019. He also served as a member of the Board of Directors of Yum! Brands from November 2014 to May 2020. Mr. Creed served as Chief Executive Officer of Taco Bell Division from January 2011 to December 2014 and as President and Chief Concept Officer of Taco Bell U.S. from December 2006 to December 2010 after holding various other positions of increasing responsibility with the company since 1994. Mr. Creed is the founder of Creed UnCo, a consulting business focused on culture and leadership, brand building and franchising. He also currently serves as advisor to the Chief Executive Officer and Board of Directors of Thanx Inc. | |
QUALIFICATIONS:
Mr. Creed has extensive experience in marketing and operations as a former senior executive at a leading operator of quick service restaurants operating globally. Additionally, Mr. Creed has experience as a member of the boards of directors of other public companies where he serves on the human resources and finance committees. | ||
PUBLIC DIRECTORSHIPS: Whirlpool Corporation Aramark Corporation Sow Good Inc. (2020 - 2022) Yum! Brands, Inc. (2014 - 2020) | AFFILIATIONS: Director, Girls Inc. of Orange County
| |
| ir.delta.com | | 2024 PROXY STATEMENT | 64 |
| DAVID G. DEWALT | |||
Age: Joined Delta’s Board:
Committees:
| BIOGRAPHY:
Mr. DeWalt is the Founder, | ||
QUALIFICATIONS:
Mr. DeWalt has substantial expertise in the information technology security industry and has strategic and operational experience as the current Chief Executive Officer of NightDragon Security and the former Chief Executive Officer of FireEye, Inc. and McAfee, Inc. Mr. DeWalt has served on the audit, compensation and governance committees of the boards of other public companies. | |||
PUBLIC DIRECTORSHIPS:
Five9, Inc. NightDragon Acquisition Corp. (2017 - 2022) ForgeRock Inc.
Forescout Technologies, Inc. (2015 – 2020) | AFFILIATIONS: Vice Chair, CISA Cybersecurity Advisory Committee Member, National Security Telecommunications Advisory Committee | ||
|
 | |||
 Age: Joined Delta’s Board: Committees:
| BIOGRAPHY:
| ||
|
Ms. Hale has been President and Chief Executive Officer of RLJ Lodging Trust, a publicly-traded lodging real estate investment trust, since August 2018. She previously served as Chief Operating Officer, Chief Financial Officer and Executive Vice President of RLJ Lodging Trust from 2016 to 2018, and Chief Financial Officer, Executive Vice President and Treasurer from 2011 to 2016. Ms. Hale served as Chief Financial Officer and Senior Vice President of Real Estate and Finance of RLJ Development from 2007 until the formation of RLJ Lodging Trust in 2011 and Vice President (and previously Director) of Real Estate and Finance for RLJ Development from 2005 to 2007. From 2002 to 2005, she held various positions of increasing responsibility within the global financial services divisions of General Electric Company.
| |
QUALIFICATIONS:
Ms. Hale has substantial leadership experience as a senior executive in the lodging real estate industry, with skills in real estate, corporate finance, mergers and acquisitions, capital markets, strategic planning and other public company matters. Ms. Hale also has experience as a member of the boards of directors of public companies where she has served on the audit and finance committees.
| ||
PUBLIC DIRECTORSHIPS:
RLJ Lodging Trust Macy’s Inc. (2015 - 2023) | AFFILIATIONS:
Vice Chair, Board of Trustees of Howard University Immediate Past Chair, Board of Directors of the American Hotel & Lodging Association Director, Federal Reserve Bank of Richmond (Baltimore Branch) | |
| 2024 PROXY STATEMENT | 65 |
| CHRISTOPHER A. HAZLETON | ||
Age: Joined Delta’s Board:
Committee:
| BIOGRAPHY:
Mr. Hazleton is a Delta pilot and currently a Captain flying the Airbus
| |
QUALIFICATIONS:
As a pilot designated by the Delta MEC to serve on the Board of Directors, Mr. Hazleton provides a unique perspective into the operations of the airline industry and related labor relations matters.
| ||
AFFILIATIONS:
Chairman, Board of the Delta Pilots Charitable Fund | ||
|
| MICHAEL P. HUERTA | |||
 
Age: Joined Delta’s Board: Committees:
| BIOGRAPHY:
Mr. Huerta currently serves as a transportation industry
| ||
QUALIFICATIONS:
As head of the FAA, Mr. Huerta led a complex organization responsible for the safety and efficiency of civil aviation in the U.S. Throughout his career, he has held key transportation industry roles in both the public and private sectors.
| |||
PUBLIC DIRECTORSHIPS: Joby Aviation, Inc. Verra Mobility Corporation | AFFILIATIONS: Fellow of the Royal Aeronautical Society
| ||
|
| |
| | 2024 PROXY STATEMENT |
 | |||
Age: Joined Delta’s Board:
Committees:
| BIOGRAPHY:
Mr.
| ||
QUALIFICATIONS:
Mr.
| |||
PUBLIC DIRECTORSHIPS:
Kenvue Inc.
| AFFILIATIONS:
| ||
| SERGIO A. L. RIAL | |||
  Age: Joined Delta’s Board: Committees:
| BIOGRAPHY:
Mr. Rial
| ||
QUALIFICATIONS:
Mr. Rial has extensive managerial and board-level experience at global businesses, particularly in the key market of Latin America, and has substantial financial experience as a former
| |||
PUBLIC DIRECTORSHIPS: BRF S.A. Vibra Energia SA Banco Santander
| AFFILIATIONS: Global Board Member, | ||
| 2024 PROXY STATEMENT |
| DAVID S. TAYLOR | |||
Age: Joined Delta’s Board:
Committees:
| BIOGRAPHY:
Mr. Taylor
| ||
QUALIFICATIONS:
Mr. Taylor has extensive leadership experience, including as the
| |||
PUBLIC DIRECTORSHIPS: The Procter & Gamble Company (2015 - 2022) | AFFILIATIONS: Member, Board of
| ||
| KATHY N. WALLER | |||
Age: Joined Delta’s Board: Committees:
| BIOGRAPHY:
Ms. Waller is the Executive Director of the Atlanta Committee for Progress. Ms. Waller has served as an executive coach for The ExCo Group (f/k/a Merryck & Co.
| ||
QUALIFICATIONS:
Ms. Waller has extensive financial experience with a global business enterprise, including her role as Chief Financial Officer. Ms. Waller’s accounting and finance background provides financial and strategic expertise to the Board of Directors.
| |||
PUBLIC DIRECTORSHIPS: Beyond Meat, Inc. CGI Inc. Cadence Monster Beverage Corporation (2015 - 2019)
| AFFILIATIONS:
Member, Board of Trustees of Spelman College Member, Board of Trustees of University of Rochester
| ||
| | 2024 PROXY STATEMENT |
|
| WHAT AM I VOTING ON? |
| As required by SEC rules, we are seeking your support for the compensation of our named executive officers. | ||
As required by SEC rules, we are seeking your support for the compensation of our named executive officers.
Shareholders have the opportunity to approve, on an advisory, nonbindingnon-binding basis, the compensation of the named executive officers, as disclosed in this proxy statement. This is commonly referred to as a “say on pay” advisory vote. We hold our say on pay advisory vote every year. The Board of Directors recommends that you vote “FOR” this proposal.
As discussed in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement starting on page 27, the compensation of the named executive officers in 20212023 reflects the following principles of our executive compensation program:
Links pay with performance by placing a substantial majority of total compensation at risk.
| › | Links pay with performance by placing a substantial majority of total compensation at risk. |
| › | Utilizes stretch performance measures that provide incentives to deliver value to our shareholders and align the interests of management with frontline employees and shareholders. |
| › | Many of the same performance measures are used in both our executive and broad-based employee compensation programs. |
| › | Provides compensation opportunities that assist in motivating and retaining existing talent and attracting new talent as needed. |
For 2021, at-risk compensation constituted 94%
We urge you to carefully read the letter from the Chair of the targetedPersonnel & Compensation Committee on page 26, as well as the “Compensation Discussion and Analysis” section of this proxy statement, for additional details on Delta’s executive compensation, forincluding our compensation philosophy and the Chief Executive Officer and 90% for the other2023 compensation of our named executive officers.
Utilizes stretch performance measures Our Board of Directors believes that provide incentives to deliver value to our shareholders and align the interests of management with frontline employees and shareholders.
Many of the same performance measures are used in both our executive and broad-based employee compensation programs.
Providesprogram is effective in implementing our compensation opportunities that assist in motivating and retaining existing talent and attracting new talent as needed.philosophy.
This vote is advisory in nature, which means that it is not binding on Delta, its Board of Directors or the Personnel & Compensation Committee. However, the Personnel & Compensation Committee intends to give careful consideration to the vote results and is committed to taking any actions it deems necessary and appropriate in light of those results.
 | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. |
| 2024 PROXY STATEMENT |
|
| WHAT AM I VOTING ON? |
| We are asking you to vote on a proposal to ratify the appointment of a firm of independent auditors to serve as Delta’s independent auditors. The Audit Committee of the Board of Directors has appointed Ernst & Young LLP (EY) as Delta’s independent auditors for 2024, subject to ratification by our shareholders. | ||
We are asking you to vote on a proposal to ratify the appointment of a firm of independent auditors to serve as Delta’s independent auditors. The Audit Committee of the Board of Directors has appointed Ernst & Young LLP (EY) as Delta’s independent auditors for 2022, subject to ratification by our shareholders.
Representatives of EY, which also served as Delta’s independent auditors for 2021,2023, are expected to be present at the annual meeting, will have an opportunity to make a statement if they desire and will be available to respond to questions. EY has served as our independent auditors since 2006. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the external independent auditors. The Audit Committee has ultimate responsibility for audit fee negotiations associated with the work of EY.
In determining whether to reappoint EY as Delta’s independent auditors for 2022,2024, subject to shareholder ratification, the Audit Committee took into consideration a number of factors. These factors include the length of time the firm has been engaged by Delta; EY’s familiarity with Delta’s operations and industry, accounting policies, financial reporting process, and internal control over financial reporting; its skills, expertise and independence; the quality of the Audit Committee’s ongoing discussions with EY; a review of external data related to EY’s legal risks and proceedings, audit quality and recent public portions of PCAOB reports;reports of the Public Company Accounting Oversight Board (PCAOB); an assessment of the professional qualifications of EY, the performance of the leadcoordinating partner, engagement partner and the other professionals on the Delta account; the reasonableness of EY’s fees for the services provided to Delta; management’s relationship with EY and its assessment of EY’s performance; the Audit Committee’s views on the performance of EY in light of the foregoing mattersmatters; and the Audit Committee’s belief that continuing to retain EY is in the best interest of Delta and its shareholders. The Audit Committee periodically considers whether there should be a change in the independent auditors. When the lead engagement partner of the independent auditors is required to rotate off the Delta engagement, the Audit Committee and its Chair are directly involved in selecting a new lead engagement partner.
Delta’s Certificate of Incorporation and Bylaws do not require that shareholders ratify the selection of EY as the independent auditors. We are submitting the selection of the independent auditors for shareholder ratification (as we have done in prior years) because we believe it is a matter of good corporate governance. If shareholders do not ratify the selection of EY, the Audit Committee will reconsider the selection of the independent auditors.
| THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. |
| | 2024 PROXY STATEMENT |
The following table shows the aggregate fees and related expenses for professional services rendered by Delta’s independent auditors for 20212023 and 2020.2022.
Description of Fees | Amount 2021($) | Amount 2020($) |
Audit Fees(1) | 4,073,000 | 5,718,000 |
Audit-Related Fees(2) | 699,000 | 452,000 |
Tax Fees(3) | 365,000 | 647,000 |
All Other Fees(4) | 7,000 | 8,000 |
(1) Represents fees for the audit and quarterly reviews of the consolidated financial statements (including an audit of the effectiveness of internal control over financial reporting); assistance with and review of documents filed with the SEC; and accounting and financial reporting consultations and research work necessary to comply with generally accepted auditing standards. (2) Represents fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include an audit of subsidiaries and accounting consultations related to proposed transactions. (3) Represents fees for professional services provided for the review of tax returns prepared by the company; assistance with domestic and international tax compliance; and assistance related to the tax impact of proposed and completed transactions. (4) Represents fees for online technical resources. | ||
| Description of Fees | Amount 2023($) | Amount 2022($) |
| Audit Fees(1) | 4,561,000 | 4,220,000 |
| Audit-Related Fees(2) | 865,000 | 946,000 |
| Tax Fees(3) | 962,000 | 445,000 |
| All Other Fees(4) | 5,000 | 5,000 |
| (1) | Represents fees for the audit and quarterly reviews of the consolidated financial statements (including an audit of the effectiveness of internal control over financial reporting); assistance with and review of documents filed with the SEC; and accounting and financial reporting consultations and research work necessary to comply with generally accepted auditing standards. |
| (2) | Represents fees for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” These services include an audit of subsidiaries and accounting consultations related to proposed transactions. |
| (3) | Represents fees for professional services provided for the review of tax returns prepared by the company; assistance with domestic and international tax compliance; and assistance related to the tax impact of proposed and completed transactions. |
| (4) | Represents fees for online technical resources. |
The charter of the Audit Committee provides that the Committee is responsible for the pre-approval of all audit and permitted non-audit services to be performed for Delta by the independent auditors. The Audit Committee has adopted a policy for the pre-approval of all services provided by the independent auditors.
Each year, management requests Audit Committee pre-approval of the annual audits, statutory audits, quarterly reviews and any other engagements of the independent auditors known at that time. In connection with these requests, the Audit Committee may consider information about each engagement, including the budgeted fees; the reasons management is requesting the services to be provided by the independent auditors; and any potential impact on the auditors’ independence. As additional proposed audit and non-audit engagements of the independent auditors are identified, or if pre-approved services exceed the pre-approved budgeted amount for those services, the Audit Committee will consider similar information in connection with the pre-approval of such engagements or services. If Audit Committee pre-approvals are required between regularly scheduled Committee meetings, the Audit Committee has delegated to the Chair of the Audit Committee, or an alternate member of the Audit Committee, the authority to grant pre-approvals. Pre-approvals by the Chair or the alternate member are reviewed with the Audit Committee at its next regularly scheduled meeting.
| 2024 PROXY STATEMENT |
The Audit Committee presently consists of five independent directors and represents and assists the Board of Directors in a number of duties. These duties include oversight of the following, among other matters: the integrity of Delta’s financial statements, including a review of significant accounting policies and estimates;estimates and the maintenance of an appropriate internal control environment; compliance with legal and certain regulatory requirements; cybersecuritydata protection and risks associated with the operationssecurity of theDelta’s information technology systems;systems and operations, including cybersecurity; and the scope and performance of the internal audit function; and the financial reporting process.function. In addition, the Committee appoints, oversees and reviews the performance of the independent auditors, who report directly to the Committee. The Committee has the resources and authority it deems appropriate to discharge its responsibilities. The Committee operates pursuant to a written charter, which lists specific duties and responsibilities, and is available at https://ir.delta.com/governance/.
The Board of Directors has determined that each of Mr. Easter, Mr. DeWalt, and Ms. Waller has the necessary experience to qualify as an “audit committee financial expert” under SEC rules and has agreed to be designated, and the Board has so designated each of them. All Committee members are considered financially literate as defined by the NYSE, but none is an auditor or an accountant for Delta or performs accounting field work, and none is employed by Delta. In accordance with the SEC’s safe harbor relating to audit committee financial experts, a person designated as an audit committee financial expert will not be deemed an “expert” for purposes of the federal securities laws. In addition, this designation does not impose on a person any duties, obligations or liabilities that are greater than those otherwise imposed on the person as a member of the Audit Committee and Board of Directors, and does not affect the duties, obligations or liabilities of the Board of Directors.
Management is responsible for Delta’s system of internal control over financial reporting, the preparation of its consolidated financial statements in accordance with accounting principles generally accepted in the United States (GAAP), and the financial reporting process, including management’s assessment of internal control over financial reporting. The independent auditors, Ernst & Young LLP, (EY), are responsible for performing an independent audit of our consolidated financial statements and for expressing an opinion, based on the results of their audit, as to whether the consolidated financial statements are fairly presented, in all material respects, in conformity with GAAP.
It is not the responsibility of the Audit Committee to prepare consolidated financial statements nor is it to determine that the consolidated financial statements and disclosures are complete and accurate and prepared in accordance with GAAP and applicable rules and regulations. These tasks are the responsibility of management. It is also not the responsibility of the Audit Committee to plan or conduct an independent audit of the consolidated financial statements. These tasks are the responsibility of the independent auditors. In carrying out its oversight responsibilities, the Audit Committee is not providing any expert, professional or special assurance as to the consolidated financial statements or any professional certification. The Audit Committee relies on the information provided by and representations made to it by management, and also on the report on our consolidated financial statements that it receives from the independent auditors.
In discharging its duties, the Audit Committee reviewed and discussed with management and the independent auditors the overall scope and process for the audit of the consolidated financial statements and internal control over financial reporting. The Committee discussed with the independent auditors the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (PCAOB). In addition, the committee received from the independent auditors the written disclosures and the letter required by applicable PCAOB requirements regarding the independent auditors’ communications with the Audit Committee concerning independence, and discussed with the independent auditors their independence from Delta and its management. The committeeCommittee also determined that the independent auditors’ provision of non-audit services in 20212023 to Delta was compatible with the auditors’ independence.
The Audit Committee met in private sessions as required by its charter with representatives of EY and members of Delta’s management, including the Chief Executive Officer, the Chief Financial Officer, the Senior Vice President - Controller and(who is Delta’s Principal Accounting Officer,Officer), the Chief Legal Officer,Executive Vice President – External Affairs (who is Delta’s chief legal officer), the Chief Compliance Officer and the headVice President of the Corporate Audit and Enterprise Risk Management department. The Audit Committee and other attendees discussed and reviewed the following, among other matters: Deltatopics: periodic reports filed with the SEC, filings;including consolidated financial statements and related notes; information technology, data protection and cybersecurity matters; the scope, resources and work of the corporate audit function; the financial reporting process; new and proposed accounting standards; the consolidated financial statementsstandards and related notes;SEC rules; the scope and progress of testing of Delta’s internal control over financial reporting; management’s assessment of the effectiveness of Delta’s internal control over financial reporting; enterprise risk management (ERM);management; legal and regulatory matters; accounting and controls related to specific company initiatives, functions and strategic investments; critical audit matters; and tax matters.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements and management’s assessment of the effectiveness of Delta’s internal control over financial reporting be included in Delta’s 20212023 Form 10-K filed with the SEC. The Audit Committee also appointed EY as Delta’s independent auditors for 2022,2024, subject to shareholder ratification.
William H. Easter III ChairAshton B. Carter
(Chair)
Greg Creed
David G. DeWalt
Michael P. Huerta
Kathy N. Waller (Chair-Elect)
| | 2024 PROXY STATEMENT |
|
 | WHAT AM I VOTING ON? | |
| A shareholder has submitted a proposal requesting that the Board adopt a policy mandating that Delta require organizations that engage in political activities to which Delta makes donation or expenditure to provide an annual report on the third-party’s expenditures for political activities to be posted on Delta’s website. The Board recommends that you vote AGAINST this proposal. | ||
A shareholder has submitted a proposal requesting a report on Delta’s lobbying policies, practices and oversight. The Board recommends that you vote AGAINST this proposal.
Mr. John Chevedden, who holds at least 100 shares of common stock, has submitted the following proposal, supporting statement and graphic, for which we take no responsibility, and has given notice that he (or a representative) intends to present the proposal at the annual meeting. We will promptly provide Mr. Chevedden’s address upon a shareholder’s oral or written request addressed to Delta’s Corporate Secretary at Law Department, Delta Air Lines, Inc., Department 981, P.O. Box 20574,1030 Delta Boulevard, Atlanta, Georgia 30320.30354.
Proposal 4 - Transparency in Lobbying– Report Political Spending by Delta Sponsored Trade Associations
Whereas, RESOLVED:I believe Shareholders ask Delta Air Lines to adopt a policy requiring that, prior to making a donation or expenditure that supports the political activities of any trade association, social welfare organization, or entity organized and operated primarily to engage in full disclosure of Delta’s direct and indirect lobbyingpolitical activities, andDelta will require that the organization report, at least annually, the organization’s expenditures to assess whether its lobbying is consistent with its expressed goals and in shareholders’ best interests.
Resolved, shareholders request the preparation of a report, updated annually, disclosing:
Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.
Payments by Delta used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each casepolitical activities, including the amount of the paymentspent and the recipient.
Description of management’srecipient, and the Board’s decision-making process and oversight for making payments described in section 2 above.that each such report be posted on Delta’s website.
For purposes of this proposal, “political activities” are (i) influencing or attempting to influence the selection, nomination, election, or appointment of any individual to a “grassroots lobbying communication” ispublic office; or (ii) supporting a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a tradeparty, committee, association, fund, or other organization organized and operated primarily for the purpose of which Delta is a member.
Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts atdirectly or indirectly accepting contributions or making expenditures to engage in the local, state and federal levels.
The report shall be presented to the Corporate Governance Committee and posted on Delta’s website.
Delta fails to provide an annual report specifying its lobbying payments by federal, individual states and social welfare groups (SWGs), as requested. Delta spent $33,833,554 from 2010-2020 on federal lobbying.activities described in (i). This proposal does not include stateencompass lobbying where Delta also lobbies but disclosurespending.
SUPPORTING STATEMENT: Our company must act on its fiduciary responsibility to more closely monitor its political spending and the accompanying risks. Too often corporate leaders fail to fully assess and scrutinize the ultimate beneficiaries of political contributions from corporate treasury funds. This oversight constitutes a lapse in corporate officers’ duty of care to protect and advance the interests of a company and its shareholders.
This duty is unevenever more crucial as corporate political engagement is increasingly scrutinized by the media, employees, investors, regulators, and consumers. This new reality has exponentially increased the financial risks companies face when their political spending directly or absent. For example, Delta spent $388,106 on lobbying in New York from 2019indirectly associates their brand with controversial political issues and 2020.outcomes and claims of corruption. Further, when companies donate to third-party groups, they typically lose the ability to control or to know how their money is eventually spent.
Companies can no longer give unlimited amounts to third partypolitically active groups that spend millions on lobbying and undisclosed grassroots activity. These groups may bewithout paying close attention to the consequences or to what their political spending “at least double what’s publicly reported.”(1)might enable.
Public records show Delta has third party lobbying disclosure gaps, failingcontributed at least $1.85 million in corporate funds to disclose its payments to trade associations and SWGs or the amounts of its payments to SWGs used for lobbying, including grassroots, and leaving out memberships in trade associations like the Georgia Chamber of Commerce.(2) Delta serves on the boards of Airlines for America and the Chamber of Commerce and belongsthird-party groups dating to the Business Roundtable (BRT) and International Air Transport Association, which altogether spent $207,814,4002010 election cycle. Beneficiaries of this spending have been tied to attacks on federal lobbying for 2019 and 2020.
Delta’s lack of lobbying disclosure presents reputational risks when its lobbying contradicts company public positions or takes controversial positions. Delta is committedvoting rights, efforts to protect worker health and safety, yet its CEO lobbied to cut COVID quarantine time for employees.(3) Delta’s lobbying against limiting baggage and ticket change fees has attracted scrutiny.(4) While Delta believes in addressingdeny climate change, efforts to impose extreme restrictions on abortion, and even the Chamberattempted insurrection at the U.S. Capitol – associations many companies wish to avoid.
It is unclear whether Delta and BRT have lobbied against passage of landmark climate legislation.(5) Andits board received sufficient information from these groups to assess (a) the potential risks for the Company and stockholders, and (b) whether the groups’ expenditures aligned with Delta’s core values, business objectives, and policy positions.
Our company must look behind the curtain and demand to know how our money is spent and what risks our company is assuming. Mandating reports from third-party groups receiving Delta has spoken out against state voter restrictions, yetpolitical money would demonstrate the Chamber lobbied against the For the People Act.(6)Company’s commitment to robust risk management and responsible civic engagement.
Please vote yes:
Proposal 4 - Transparency in LobbyingThus it will be a best practice for Delta to adopt this commonsense risk management measure.
https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/
https://www.nytimes.com/2021/03/15/us/voting-rights-advocates-filibuster.html
https://www.npr.org/202l/12/29/1068731487/delta-ceo-asks-cdc-to-cut-quarantine
https://www.inc.com/bill-murphy-jr/american-airlines-united-delta-made-billions-selling-1-simple-thing-passengers-truly-hate-a-key-victory-in-washington-made-it-all-possible.html
https://www.commondreams.org/news/2021/10/01/companies-vowing-climate-action-also-back-lobby-groups-trying-kill-landmark-climate
https://thehill.com/business-a-lobbying/business-a-lobbying/ 554430-watchdog-group-launches-campaign-to-pressure
| 2024 PROXY STATEMENT |
The Board of Directors has considered this proposal in light of Delta’s current disclosure and believes that this proposal does not serve the best interests of Delta nor its shareholdersextensive disclosures about political contributions and therefore recommends a vote AGAINST it.
Delta alreadyactively participates and engages in the political process and believes that this is a critical component of the company’s success and aligned with the best interests of shareholders. Political participation takes many forms, including lobbying, making political contributions, and participating in trade associations. In conducting these activities, Delta conducts its business ethically and in compliance with the law.
Delta has procedures in place to promote transparency and accountability, and to effectively oversee its political contributions and participation.
As described in detail in our 2023 Political Contributions & Activity Report, we have appropriate oversight procedures in place to oversee our political activities. Management of our participation in such activities is the responsibility of the Executive Vice President, External Affairs in conjunction with the Senior Vice President – Government Affairs, and the Vice President – State and Local Government Affairs. Delta’s Leadership Committee and the Board’s Corporate Governance Committee (which includes members with experience in government affairs) receive annual reports on advocacy activity and priorities. Management regularly consults with outside counsel to ensure Delta’s political activities comply with applicable federal, state, and local laws.
Delta provides significant and extensive disclosure regarding its political and lobbying activities.
Delta is committed to transparently disclosingtransparency and makes extensive disclosures regarding its political expenditures and lobbying activities aboveparticipation in trade associations and beyond what federal, state and local laws require.other political groups. Our 20212023 Political Contributions & Activity Report(1) reflects ourthis commitment to transparency by describing:
Delta’s policies and processes for political contributions, including Board oversight;
| › | Delta’s policies and processes for political contributions, including Board and Internal Audit oversight and regular training and reviews to ensure political contributions comply with the law; |
| › | oversight of state and local political contributions and links to information we provide to states; |
| › | other politically related requests, such as contributions to ballot initiatives and political organizations; |
| › | listings of contributions for the last six years; and |
| › | advocacy activities, including lobbying activities, participation in trade and industry associations, and grassroots activities. |
activity of the DeltaPAC, a non-partisan political action committee that provides an opportunity for eligible employees to participate in the political process;
oversight of state and local political contributions and links to information we provide to states;
listings of contributions for the last four years; and
advocacy activities, including lobbying activities, participation in trade and industry associations, and grassroots activities.
As a result of our extensive disclosure in our 2020 report, which was further enhanced in the 20212023 report, Delta was ranked amongin the First Tier of S&P 500 companies for political transparency and accountability in 20212023 by the Center for Political Accountability (CPA) Zicklin Index of Corporate Political Accountability and Disclosure. The CPA-Zicklin Index benchmarks the political disclosure and accountability policies and practices of leading U.S. public companies.
At the direction of Delta’s Board and in direct response to a proposal that received shareholder support at Delta’s 2021 annual meeting, Delta also released its Climate Lobbying Report in 2022.(2) The Climate Lobbying Report, which meaningfully enhances Delta’s disclosure regarding lobbying activities in this area, provides:
Delta’s governance of environmental sustainability;
an overview of our climate goals;
a description of our climate policy principles; and
the climate lobbying activities in which Delta has engaged both directly and indirectly through trade associations in 2021, which were informed by our goals and principles.
Underlying this significant voluntary disclosure, we comply with the extensive federal, state and local laws and regulations governing lobbying activities to which Delta is subject as described in our 2021 Political Contributions & Activity Report. We include links to reports we file in compliance with federal and state requirements in our Political Contributions & Activity Report. Any lobbying firms we hire are also required to file similar reports, and the trade associations we belong to are subject to public disclosure obligations regarding their lobbying efforts.
Delta’s Investor Relations website – ir.delta.com – and public policy website – deltatakingaction.com – provide additional resources for shareholders who wish to learn more about Delta’s engagement in advocacy activities.
As described in detail in our Political Contributions & Activity Reports, we have appropriate oversight procedures in place to oversee our lobbying activities. Management of our advocacy activities is the responsibility of the Executive Vice President, Chief Legal Officer in conjunction with the Senior Vice President – Government Affairs, and the Vice President – State Government Affairs. Delta’s Leadership Committee and the Board’s Corporate Governance Committee (which includes several members with experience in government affairs) receive annual reports on advocacy activity and priorities. Management regularly consults with outside counsel to ensure Delta’s advocacy activities comply with applicable laws. In addition to controls in place at the management level, employees engaged in lobbying activity receive regular training on lobbying and ethics regulations.
Delta’s advocacy activities are in the best interest of the company and its shareholders.
The Board of Directors believes that Delta should be an effective participant in the political process including through lobbying activitiesis beneficial to the company and participationaligned to the company’s goals.
Delta participates in trade and industry associations. Our businessassociations, such as Airlines for America, and is subject to extensive regulationsa member of various chambers of commerce at the state and local level, which may participate in public advocacy matters that benefit the United States and abroad, which have a significant impact on our business.company. As a leader in the aviation industry, our participation in advocacy activitiesthese organizations allows us to advocate for our policy positions, share our business expertise and to be part of public education efforts regarding issues facing our industry and the business community. We participateThis process provides for alignment of our engagement with our company’s goals.
Participation in trade and industry associationsthese various groups comes with the understanding that may support our public advocacy efforts and are also a member of various chambers of commerce at the state and local level. While we domay not always agree with the views of these groups, but we are fully committed to engaging in the collaborative problem-solving process and to working with our industry peers in these political frameworks. We believe that engagement in advocacy activitiessuch participation is essential to Delta’s success and is in the best interests of shareholders.
The nature of this request would be challenging to implement in practice, and has the potential to expose Delta to significant risks.
The proposal would require us to publicly share information – the validity of which we may not be able to independently verify – prior to our being able to support these organizations. This could lead to significant reputational concerns for Delta, and would also be challenging to implement in practice, hampering our ability to participate in the political process. The request would compel us to make demands of outside organizations which they may not be able or willing to comply with.
These demands have little to do with shareholder interest in Delta’s own political participation, but rather seek to use Delta as a means to compel third-party organizations to disclose otherwise non-public information. Delta already provides sufficient information about the organizations to which it contributes in its political contributions report for interested parties to independently seek further information about these organizations, as desired. There is no justification substantiated by the interests of Delta’s shareholders.our shareholders which would support Delta assuming a role beyond reasonable business practices and which Delta ultimately has no power to enforce.
Delta’s existing
In light of our transparent disclosure, provides shareholders with ample information regarding Delta’s lobbying activities. Accordingly,oversight of political activity and contributions and the unduly burdensome nature of the proposal’s demands, the Board believes that the reportpolicy requested in the proposal would require company time and resources while providing only minimal additional information to shareholders. For these reasons, the Board has concluded that this proposal is neither necessary nor advances the interests of Delta’s shareholders.unnecessary.
| ir.delta.com | | 2024 PROXY STATEMENT | 74 |
| WHAT AM I VOTING ON? | |
| A shareholder has submitted a proposal requesting that the Board adopt and disclose a Non-Interference Policy upholding the rights to freedom of association and collective bargaining in Delta’s operations. The Board recommends that you vote AGAINST this proposal. | ||
The Political Contributions & Activity Report is available
As You Sow, on behalf of LongView LargeCap 500 Index Fund, has represented that the governance tabproponent has beneficially owned the requisite amount of our common stock for more than one year, has submitted the following proposal and supporting statement, and has given notice that a representative intends to present the proposal at the annual meeting. We will promptly provide the proponent’s address upon a shareholder’s oral or written request addressed to Delta’s Corporate Secretary at Delta Air Lines, Inc., Department 981, 1030 Delta Boulevard, Atlanta, Georgia 30354.
RESOLVED: The Board of Directors of Delta Airlines shall adopt and disclose a Non-Interference Policy (Policy) upholding the rights to freedom of association and collective bargaining in its operations, as reflected in the International Labour Organization’s Declaration on Fundamental Principles and Rights at Work. The Policy should contain a commitment of:
| › | Non-interference when employees seek to form or join a trade union, and a prohibition against acting to undermine this right or pressure employees not to form or join a trade union; |
| › | Good faith and timely collective bargaining if employees form or join a trade union; |
| › | Uphold the highest standard where national or local law differs from international human rights standards; |
| › | Define processes to identify, prevent, account for, and remedy practices that violate or are inconsistent with the Policy. |
SUPPORTING STATEMENT: Freedom of association “refers to the right of workers . . . to create and join organizations of their choice freely and without fear of reprisal or interference”(1) and is considered a fundamental human right under internationally recognized frameworks.
WHEREAS: Southwest Airlines,(2) United Airlines,(3) American Airlines,(4) and JetBlue(5) all have pledged to respect labor rights as laid out by the International Labour Organization. Delta is a global company with operations and employees around the world. More than 25% of Delta’s revenue is international and the Company is pursuing future international growth.(6) Delta should uphold the highest international standards under which it operates across its global operations.
Delta’s communications to its employees around unions have not historically met a non-interference or neutrality standard. Allegations include that Delta has distributed anti-union materials and encouraged new hires to attend anti-union briefings,(7) hosted an anti-union website,(8) threatened employees with termination for unionizing activities, and spent $38 million to oppose a union campaign by flight attendants in 2010.(9)
If Delta’s brand is linked to anti-union rhetoric, it risks losing customers. According to a Gallup poll conducted in August 2022, 71% of Americans approve of labor unions, the highest support since 1965.(10)
Freedom of association and collective bargaining can enhance shareholder value through improved health and safety;(11) increased productivity;(12) encouraged workforce training and skills development;(13) and strengthened human rights due diligence.(14) The presence of unions has been positively correlated with low turnover and reduced legal and regulatory violations.(15)
Instituting a non-interference policy would not prevent Delta from emphasizing the positive aspects of working at the Company, stating its pride in its workplace, or touting the benefits that its employees enjoy. The Company is encouraged to emphasize, as appropriate, its strengths while reducing risks to its brand through the adoption of a non-interference policy.
| (1) | https://www.ilo.org/actrav/events/WCMS_315488/lang--en/index.htm |
| (2) | http://investors.southwest.com/~/media/Files/S/Southwest-IR/southwest-human-rights-policy-statement.pdf |
| (3) | https://ir.united.com/static-files/3482652b-31b2-4b3e-be3c-69c773b12e11 |
| (4) | https://www.aa.com/i18n/customer-service/about-us/ human-rights-statement.jsp#:~:text=Freedom%20of%20Association%3A&text=We%20are%20committed%20to%20fostering,grievance%20m echanisms%20and%20remedial%20action |
| (5) | https://www.jetblue.com/human-rights |
| (6) | https://www.sec.gov/ix?doc=/Archives/edgar/data/27904/000002790423000006/dal-20230331.htm, p.19 |
| (7) | https://www.theguardian.com/us-news/2019/jun/12/delta-workers-pro-union-report-threats-management |
| (8) | https://www.onefutureonedelta.com/content/ifs/en/about-afa.html |
| (9) | https://www.theguardian.com/business/2022/aug/03/delta-flights-attendants-union-push |
| (10) | https://news.gallup.com/poll/398303/approval-labor-unions-highest-point-1965.aspx#:~:text=Story%20Highlights&text=WASHINGTON%2C%20D.C.%20%2D%2D%20Seventy%2Done,on%20this%20measure%20since%201965 |
| (11) | http://oem.bmj.com/content/early/2018/06/13/oemed-2017-104747 |
| (12) | https://doi.org/10.1093/ej/ueaa048; https://www.ipa-involve.com/involvement-and-productivity-the-missing-piece-of-the-puzzle |
| (13) | https://www.oecd-ilibrary.org/employment/negotiating-our-way-up_1fd2da34-en |
| (14) | https://www.theglobaldeal.com/resources/The%20Business%20Case%20for%20Social%20Dialogue_FINAL.pdf |
| (15) | https://www.blackrock.com/corporate/literature/whitepaper/the-making-of-long-term-capitalism.pdf; Severinovsky, The Value of Human Capital for Investors, Schroders, December 2022, p. 14-15; https://www.piie.com/blogs/realtime-economic-issues-watch/higher-wages-low-income-workers-lead-higher-productivity;https://www.trilliuminvest.com/news-views/the-investor-case-for-supporting-worker-organizing-rights;https://www.workerscapital.org/our-resources/shared-prosperity-the-investor-case-for-freedom-of-association-and-collective-bargaining/ |
| 2024 PROXY STATEMENT | 75 |
Delta’s culture is firmly rooted in recognizing and rewarding the value of Delta’s greatest competitive advantage—its people that are the Delta Difference. At its core, the proponent is asking the Board to adopt a policy that could fundamentally alter Delta’s culture. The proponent submitted the same proposal at Delta’s 2023 annual meeting of shareholders, which shareholders did not approve. The Board therefore believes its adoption would be detrimental to the interests of the company and its shareholders and therefore recommends a vote AGAINST it.
Delta firmly believes every employee has the right to choose or reject union representation without interference.
Union representation is not a choice that should be made lightly. Delta has always respected its employees’ choice, encouraged honest, transparent, and respectful dialogue among its people, and has not suggested stifling any group or point of view. Over the past two decades, following lawful, permitted education from both unions and Delta directly, Delta’s U.S.-based employees have repeatedly chosen to reject union representation.
Delta is subject to the U.S. Railway Labor Act (RLA) with respect to its approximately 113,000 U.S.-based airline employees and adheres to the labor laws of the other countries in which it has employees. The RLA gives employees the right to organize and bargain collectively through representatives of their own choosing, without interference or coercion by their employer. The proponent requests that Delta’s Board adopt a policy based on international standards that are not applicable to 97% of its employees. Delta firmly believes that employees should have the right to choose or reject union representation without interference. Delta also firmly believes that employees are entitled to make an informed decision, not just based on information from a single union or group of unions.
Delta has policies that support its employees’ right to advocate for or against union representation. Solicitation and advocacy activities by Delta people on Delta premises are permitted under clearly defined parameters. Furthermore, employees may display their support for a union or other cause on their uniform via a lapel pin of the appropriate size and may wear or display other items (such as clothing) that express support for or opposition to a union in non-work areas. Delta does not tolerate harassment, bullying, or intimidation of any employee, whether advocating for or against a union. Delta maintains a culture of open communication, and employees have multiple methods to report concerns and complaints including reporting anonymously through Delta’s Safety, Ethics and Compliance Helpline. A statement of Delta’s position on union organizing and advocacy can be found on Delta’s investor relations website at ir.delta.com. It can alsoir.delta.com.
Adoption of the proposed policy would extend beyond non-interference and could be accessed at: https://s2.q4cdn.com/181345880/files/doc_downloads/governance/2022/Delta-Air-Lines-Political-Contributions-Report-2021-FINALv3.pdfdetrimental to Delta’s relationship with its employees.
The Climate Lobbying Report ispolicy that the proponent would like for the Board to adopt would require that Delta adopt a neutrality standard requiring it to voluntarily waive its legal rights by not engaging in any communication regarding its opinion of what union representation might mean for its U.S.-based employees. This would mean that only “pro union” communications would be available and employees would not have the information needed to make an informed decision on a matter as important as union representation. This proposal would deprive Delta employees of the opportunity to hear from both sides and learn facts about representation and its impact on the governance tabpositive relationship Delta has long had with its employees, which has resulted in successes that both employees and Delta have enjoyed through the years.
The proponent’s supporting statement implies that Delta’s reputation and future financial performance are at risk without adoption of our investor relations website at ir.delta.com. It can alsothis policy. To the contrary, this proposal is asking the Board to allow third parties to drastically change the culture of Delta. Delta’s strong operational and financial performance are rooted in the culture of the Delta Difference – Delta’s people, its greatest competitive advantage. The greater risk to Delta would be accessed at: https://s2.q4cdn.com/181345880/files/doc_downloads/governance/2022/Delta-Climate-Lobbying-FINAL-03.01.2022.pdfthe disruption of that culture that is firmly grounded in open and honest dialogue with its people.
Delta listens to its people and maintains a culture firmly rooted in taking care of its employees.
Delta has built a strong culture of employee engagement through a wide range of programs including town hall-style listening and feedback sessions with senior leaders and routine engagement surveys and “pulse checks” to measure engagement and identify opportunities for growth and change. More than 42,000 employees participated in two company-wide engagement surveys in 2023, offering feedback on a range of topics. Delta’s average engagement score for 2023 was 80 (on a 100-point scale), a one-point increase over 2022 and four points higher than the U.S. industry benchmark. Delta responds to employees’ feedback with meaningful actions, such as those discussed below.
By working directly together, Delta people have created the strongest airline, driving Delta’s ability to serve customers and provide the best overall package of pay, benefits and work rules in the industry. Delta people are empowered to provide unmatched reliability and elevated service to Delta’s customers while enjoying the opportunity to define their careers and shape the future of Delta’s business. In addition to the support provided to employees described in the Proxy Summary and Compensation Discussion and Analysis, Delta demonstrates its commitment to its people by the following:
| Delta provides industry-leading total compensation. In the last 15 years, Delta has provided 12 base pay increases that add up to an average of 85% increase in base pay. Recently, Delta was able to provide employees with pay increases in 2022 and 2023 of 4% and 5%, respectively. |
| › | Delta people share in its success. Since 2007, Delta has rewarded employees with industry-leading profit sharing payments, including more than $8 billion since 2015. For 2023, Delta rewarded its eligible employees with $1.4 billion in profit sharing payments, more than the pool of all U.S. peer airlines combined. Delta also maintains a Shared Rewards program to incentivize operational performance, and Delta employees earned $53 million under this program in 2023. |
| ir.delta.com | | 2024 PROXY STATEMENT |
| › | Delta is deeply invested in employees’ health and well-being, fueling their personal and professional success. For example, Delta is an industry-leader in offering mental health resources for employees. In 2023, Delta expanded its maternity, parental and bonding leave program, increased its backup care program from 15 to 25 days and made employee-driven enhancements to its industry-first financial education and coaching program that allows participating employees to earn up to $1,000 for an emergency savings account. |
| › | Delta is an employer-of-choice. Delta was ranked No. 13 on Glassdoor’s “Best Places to Work” list in 2024 and ranked by FORTUNE as the No. 11 Most Admired Company – the highest ranked airline on both lists. Satisfaction among Delta people directly correlates with Delta’s strong operational performance, which has made Delta the most awarded airline in the industry. |
| › | Delta employees have a voice in the board room. The Delta Board Council (DBC) includes five rotating representatives from multiple employee groups, ensuring Delta people remain at the forefront of the company’s decision-making. The DBC attends Board meetings and consistently and transparently represents employee feedback, interests, and perspectives to senior leaders and the Board of Directors. |
| 2024 PROXY STATEMENT | 77 |
All of our proxy materials (including our 20212023 Form 10-K) are made available to our shareholders on the Internet, rather than mailing paper copies to each shareholder. If you received a Notice Regarding the Availability of Proxy Materials (the Notice) by U.S. or electronic mail, you will not receive a paper copy of these proxy materials unless you request one. Instead, the Notice tells you how to access and review the proxy materials and vote your shares. If you would like to receive a paper copy of our proxy materials free of charge, follow the instructions in the Notice. The Notice will be distributed to our shareholders beginning on or about May 6, 2022.10, 2024.
The Board of Directors set April 29, 20222024 as the record date for the annual meeting. This means that our shareholders as of the close of business on that date are entitled to notice of and to vote at the annual meeting. On April 22, 2022, 641,058,01519, 2024, 645,313,244 shares of Delta common stock were outstanding, and we do not expect the number of shares will change materially as of the record date. The common stock is the only class of securities entitled to vote at the meeting. Each outstanding share entitles its holder to one vote.
The quorum at the annual meeting will consist of a majority of the votes entitled to be cast by the holders of all shares of common stock that are outstanding and entitled to vote. Abstentions from voting and broker non-votes, if any, will be counted in determining whether a quorum is present. The meeting will not commence if a quorum is not present.
It is important that you vote in order to play a part in the future of the company. Please carefully review the proxy materials and follow the instructions below to cast your vote.
The control number you receive in your Notice (or Notices) only covers shares of common stock in any of the following forms:
common stock registered in your name (registered shares);
| › | common stock registered in your name (registered shares); |
| › | common stock held in your account under the Delta 401(k) Retirement Plan for Pilots (Pilot Plan); |
| › | common stock allocated to your account under the Delta 401(k) Retirement Plan or the Delta 401(k) Retirement Plan for Ready Reserves (collectively referred to as the 401(k) Retirement Plans); or |
| › | unvested restricted common stock granted under the Delta Air Lines, Inc. Performance Compensation Plan. |
common stock held in your account under the Delta 401(k) Retirement Plan for Pilots (Pilot Plan);
common stock allocated to your account under the Delta 401(k) Retirement Plan or the Delta 401(k) Retirement Plan for Ready Reserves (collectively referred to as the 401(k) Retirement Plans); or
unvested restricted common stock granted under the Delta Air Lines, Inc. Performance Compensation Plan.
Special Note to Delta Employees About the Employee Stock Purchase Plan
If you are a Delta employee participating in the Employee Stock Purchase Plan, any control number you receive in your Notice does not cover shares of common stock purchased pursuant to the plan. These shares are held for your benefit by Fidelity in street name and you must instruct Fidelity regarding voting these shares on your behalf. See “Shares Held in Street Name” on page 69.79.
| ir.delta.com | | 2024 PROXY STATEMENT |
If you hold shares in more than one of the ways listed, you may receive more than one Notice with separate control numbers. You will need to submit voting instructions for shares associated with each control number in order to vote all of your shares.
Your submission of voting instructions for registered shares results in the appointment of a proxy to vote those shares. In contrast, your submission of voting instructions for common stock held in Pilot Plan accounts or allocated to 401(k) Retirement Plans accounts, or for unvested restricted common stock granted under the Delta Air Lines, Inc. Performance Compensation Plan, instructs the applicable plan trustee or administrator how to vote those shares, but does not result in the appointment of a proxy. You may submit your voting instructions regarding all shares covered by the same control number before the meeting by using our Internet or telephone system or by completing and returning a proxy card, as described below.As noted above, if you hold shares in more than one way, you will need to vote the shares associated with each control number separately. You may vote in one of the following ways:
| › | Voting by the Internet or Telephone. You may vote using the Internet or telephone by following the instructions in the Notice to access the proxy materials and then following the instructions provided to allow you to record your vote. After accessing the proxy materials, to vote by the Internet, go to www.proxyvote.com and follow the instructions, or to vote by telephone call 1-800-690-6903. The Internet and telephone voting procedures are designed to authenticate votes cast by using a personal identification number. These procedures enable shareholders to confirm their instructions have been properly recorded. |
| › | Voting by Proxy Card. If you obtained a paper copy of our proxy materials, you may also vote by signing, dating and returning your instructions on the proxy card in the enclosed postage-paid envelope. Please sign the proxy card exactly as your name appears on the card. If shares are owned jointly, each joint owner should sign the proxy card. If a shareholder is a corporation or partnership, the proxy card should be signed in the full corporate or partnership name by a duly authorized person. If the proxy card is signed pursuant to a power of attorney or by an executor, administrator, trustee or guardian, state the signer’s full title and provide a certificate or other proof of appointment. |
Voting by the Internet or Telephone. You may vote using the Internet or telephone by following the instructions in the Notice to access the proxy materials and then following the instructions provided to allow you to record your vote. After accessing the proxy materials, to vote by the Internet, go to
www.proxyvote.com and follow the instructions, or to vote by telephone call 1-800-690-6903. The Internet and telephone voting procedures are designed to authenticate votes cast by using a personal identification number. These procedures enable shareholders to confirm their instructions have been properly recorded.
Voting by Proxy Card. If you obtained a paper copy of our proxy materials, you may also vote by signing, dating and returning your instructions on the proxy card in the enclosed postage-paid envelope. Please sign the proxy card exactly as your name appears on the card. If shares are owned jointly, each joint owner should sign the proxy card. If a shareholder is a corporation or partnership, the proxy card should be signed in the full corporate or partnership name by a duly authorized person. If the proxy card is signed pursuant to a power of attorney or by an executor, administrator, trustee or guardian, state the signer’s full title and provide a certificate or other proof of appointment.
To be effective, instructions regarding shares held in your Pilot Plan account or allocated to your 401(k) Retirement Plans account must be received before 5:00 p.m. Eastern Daylight Time on June 14, 2022.18, 2024. Instructions regarding registered shares or unvested restricted common stock must be received before 11:59 p.m. Eastern Daylight Time on June 15, 2022.19, 2024.
You may also vote registered shares by attending the annual meeting virtually and voting in person by ballot;via the online platform; this will revoke any proxy you previously submitted.
Note that you may not vote shares of unvested restricted common stock, shares held in your Pilot Plan account or shares allocated to your 401(k) Retirement Plans account in person at the meeting. If you do not submit voting instructions in a timely manner regarding shares of unvested restricted common stock, shares held in your Pilot Plan account or shares allocated to your 401(k) Retirement Plans account, they will not be voted. See “Shares Held in Street Name” below for information about voting Employee Stock Purchase Plan shares.
All properly submitted voting instructions, whether submitted by the Internet, telephone or U.S. mail, will be voted at the annual meeting according to the instructions given, provided they are received prior to the applicable deadlines described above. All properly submitted proxy cards not containing specific instructions will be voted in accordance with the Board of Directors’ recommendations set forth on page 70.81. The members of Delta’s Board of Directors designated to vote the proxies returned pursuant to this solicitation are Edward H. Bastian and FrancisDavid S. Blake.Taylor.
If your shares are held in the name of a broker, bank or other record holder (that is, in street name), refer to the instructions provided by the record holder regarding how to vote your shares or to revoke your voting instructions. This includes any shares purchased through the Employee Stock Purchase Plan. You may also obtain a proxy from the record holder permitting you to vote in person at the annual meeting. Without a proxy from the record holder, you may not vote shares held in street name by returning a proxy card or by voting in person at the annual meeting.card. If you hold your shares in street name and intend to vote in advance of the annual meeting, which we encourage you to do, it is critical that you provide instructions to, or otherwise follow the instructions provided to you in the Notice, voting instruction form or other information provided to you by the broker, bank or other nominee that holds your shares, if you want your shares to count in the election of directors (Proposal 1), the advisory vote on executive compensation (Proposal 2) and the shareholder proposal (Proposal 4)proposals (Proposals 4 and 5). As described in the next section of this proxy statement, regulations prohibit your bank or broker from voting your shares on these proposals, but they may vote your shares on Proposal 3 without instructions.
| | 2024 PROXY STATEMENT |
If you hold registered shares, unvested restricted common stock, shares in Pilot Plan accounts or shares allocated to 401(k) Retirement PlansPlan accounts, you may revoke your proxy or voting instructions prior to the meeting by:
providing written notice to Delta’s Law Department at Delta Air Lines, Inc., Department 981, 1030 Delta Boulevard, Atlanta, Georgia 30354, Attention: Corporate Secretary; or
| › | providing written notice to Delta’s Law Department at Delta Air Lines, Inc., Department 981, 1030 Delta Boulevard, Atlanta, Georgia 30354, Attention: Corporate Secretary; or |
| › | submitting later-dated instructions by the Internet, telephone or U.S. mail. |
submitting later-dated instructions by the Internet, telephone or U.S. mail.
To be effective, revocation of instructions regarding shares held in Pilot Plan accounts or allocated to 401(k) Retirement PlansPlan accounts must be received before 5:00 p.m. Eastern Daylight Time on June 14, 2022.18, 2024. Revocation of instructions regarding registered shares or unvested restricted common stock must be received before 11:59 p.m. Eastern Daylight Time on June 15, 2022.19, 2024.
You may also revoke your proxy covering registered shares by attending the annual meeting in person by ballot.virtually and voting via the online meeting platform. Attending the meeting virtually will not, by itself, revoke a proxy.
Under New York Stock Exchange (NYSE)NYSE rules, brokerage firms may vote in their discretion on certain matters on behalf of clients who do not provide voting instructions at least 15 days before the date of the annual meeting. Generally, brokerage firms may vote to ratify the appointment of independent auditors and on other “discretionary” items. Because proposals other than Proposal 3 are not discretionary items, brokers are not permitted to vote your shares on these proposals unless you provide voting instructions. Accordingly, if your shares are held in a brokerage account and you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker on Proposal 3, but not the other proposals described in this proxy statement. Broker non-votes will not be considered in connection with Proposals 1, 2, 4 and 4.5. Therefore, we urge you to give voting instructions to your broker on all proposals.
At an annual meeting at which a quorum is present, the following votes will be necessary on each of the proposals:
Each director shall be elected by the vote of a majority of the votes cast with respect to the director. For purposes of this vote, a majority of the votes cast means that the number of shares voted “for” a director must exceed 50% of the votes with respect to that director (excluding abstentions).
| › | Each director shall be elected by the vote of a majority of the votes cast with respect to the director. For purposes of this vote, a majority of the votes cast means that the number of shares voted “for” a director must exceed 50% of the votes with respect to that director (excluding abstentions). |
| › | The advisory vote to approve executive compensation (say on pay) requires the affirmative vote of the majority of shares present and entitled to vote at the meeting. Abstentions have the same effect as votes against the proposal. While this is a non-binding advisory vote, the Board values the opinions of our shareholders and the Personnel & Compensation Committee of the Board of Directors will review and consider the voting results when making future decisions regarding executive compensation. |
| › | Ratification of the appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2024 requires the affirmative vote of the majority of shares present and entitled to vote at the meeting. Abstentions have the same effect as votes against the proposal. |
| › | Approval of each of the shareholder proposals described in this proxy statement requires the affirmative vote of the majority of shares present and entitled to vote. Abstentions have the same effect as votes against the proposal. |
The advisory vote to approve executive compensation (say on pay) requires the affirmative vote of the majority of shares present and entitled to vote at the meeting. Abstentions have the same effect as votes against the proposal. While this is a non-binding advisory vote, the Board values the opinions of our shareholders and the Personnel & Compensation Committee of the Board of Directors will review and consider the voting results when making future decisions regarding executive compensation.
Ratification of the appointment of Ernst & Young LLP as independent auditors for the year ending December 31, 2022 requires the affirmative vote of the majority of shares present and entitled to vote at the meeting. Abstentions have the same effect as votes against the proposal.
Approval of the shareholder proposal described in this proxy statement requires the affirmative vote of the majority of shares present and entitled to vote. Abstentions have the same effect as votes against the proposal.
Broker non-votes, if any, will be handled as described under “Limitation on Brokers’ Authority to Vote Shares” above.
| ir.delta.com | | 2024 PROXY STATEMENT | 80 |
The Board of Directors is soliciting your proxy to vote your shares at the Annual Meeting as follows:
FOR the election of the director nominees named in this proxy statement;
FOR the approval, on an advisory basis, of the compensation of Delta’s named executive officers; and
FOR the ratification of the appointment of Ernst & Young LLP as Delta’s independent auditors for the year ending December 31, 2022.
AGAINST the shareholder proposal described in this proxy statement.
All properly submitted proxy cards not containing specific instructions will be voted in accordance with the Board’s recommendations.
 | |
| FOR the approval, on an advisory basis, of the compensation of Delta’s named executive officers; |
| FOR the ratification of the appointment of Ernst & Young LLP as Delta’s independent auditors for the year ending December 31, 2024; and |
 | AGAINST the shareholder proposals described in this proxy statement. |
| All properly submitted proxy cards not containing specific instructions will be voted in accordance with the Board’s recommendations. | |
| 2024 PROXY STATEMENT |
Delta is not aware of any business to be transacted at the annual meeting other than as described in this proxy statement. If any other item or proposal properly comes before the meeting (including, but not limited to, a proposal to adjourn the meeting in order to solicit votes in favor of any proposal contained in this proxy statement), the proxies received will be voted at the discretion of the directors designated to vote the proxies.
We plan to hold our annual meeting virtually in an effort to enhance the ability of our shareholders around the world to attend and participate. To attend and participate in the annual meeting, youshareholders will need to showaccess the live audio webcast of the meeting by visiting www.virtualshareholdermeeting.com/DAL2024 and using the 16-digit control number provided in the Notice or proxy card to log in to the meeting website. Any shareholders holding shares in street name that do not receive a 16-digit control number should contact their bank, broker or other nominee (preferably at least 5 days before the annual meeting) in order to request a control number and be able to attend, participate in or vote at the annual meeting. If you do not have a 16-digit control number at the time of the meeting, you may still attend the meeting as a guest in listen-only mode, although guests will be unable to vote or submit questions.
We encourage shareholders to log in to the meeting website and access the webcast before the annual meeting’s start time. We plan to have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during check-in or during the meeting, please call the technical support number that will be posted on the virtual shareholder meeting login page: www.virtualshareholdermeeting.com/DAL2024. We are eithercommitted to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. Our directors and various members of our management team will join the virtual meeting and be available for questions. Shareholders may submit questions during the meeting through the virtual meeting platform at www.virtualshareholdermeeting.com/DAL2024. We intend to answer all relevant questions submitted in accordance with the rules of conduct for the meeting, which we will post in advance of the meeting. We ask that shareholders limit themselves to one question each and provide their name and contact details when submitting a Delta shareholderquestion through the virtual meeting platform. If we receive substantially similar questions, we will group them together and provide a single response to avoid repetition. We plan to address as many questions during the meeting as time permits, but if there are any relevant questions submitted in accordance with the rules of conduct that we are unable to answer due to time constraints, we intend to post answers to those questions on our investor relations website following the meeting.
Further instructions on how to attend, participate in and vote at the annual meeting virtually, including how to demonstrate your ownership of our common stock as of the record date, or hold a valid proxy from such a Delta shareholder.
If your shares are registered in street name, or are held in a Pilot Plan or 401(k) Retirement Plans account, please bring evidence of your stock ownership, such as your most recent account statement.
If you own unvested restricted common stock, please bring your Delta-issued identification card; we will have a list of the holders of unvested restricted common stockavailable at the meeting.
All shareholders should also bring valid picture identification (employees may use their Delta-issued identification card)www.virtualshareholdermeeting.com/DAL2024. If you do not have valid picture identification and proof that you own Delta stock, you may not be admitted to the meeting.
In addition, the venue for the annual meeting requires proof of COVID-19 vaccination for entry. The CDC considers individuals to be “fully vaccinated” either (a) 2 weeks after their second dose in a 2-dose series, such as the Pfizer or Moderna vaccines, or (b) 2 weeks after a single-dose vaccine, such as Johnson & Johnson’s Janssen vaccine. Acceptable proof of vaccination includes a vaccination card (original or two-sided photo or copy) or proof via the NY Excelsior app (or an equivalent app).
Please do not attend the annual meeting in person if you have tested positive for COVID-19 in the prior 10 days and are still required to remain in isolation under applicable CDC guidance or are experiencing a runny nose, cough, sore throat, headache, fever, chills, shortness of breath or any other symptom of COVID-19. Additionally, any person who has tested positive for COVID-19 in the prior 10 days (but who is permitted to exit isolation consistent with applicable CDC guidance) or who has been in close contact with a confirmed case of COVID-19 within the last 10 days must wear a face covering at all times.
As permitted by the 1934 Act, only one copy of this proxy statement is being delivered to shareholders residing at the same address, unless the shareholders have notified Delta of their desire to receive multiple copies of the proxy statement. This is known as householding.
Delta will promptly deliver, upon oral or written request, a separate copy of the proxy statement to any shareholder residing at an address to which only one copy was mailed. Requests for additional copies for the current year or future years should be directed to Delta’s Investor Relations toll-free at (866) 715-2170.
Shareholders of record residing at the same address and currently receiving multiple copies of the proxy statement may contact our registrar and transfer agent, EQ Shareowners Services, to request that only a single copy of the proxy statement be mailed in the future. Contact EQ by phone at (800) 259-2345 or by mail at P.O. Box 64854, St. Paul, MN 55164-0854.
If you hold your shares in street name, you should contact Broadridge Investor Communication Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, NY 11717 or by calling 1-866-540-7095 to request that only a single copy of the proxy statement be mailed in the future.future.
| ir.delta.com | | 2024 PROXY STATEMENT | 82 |
Delta will pay the cost of soliciting proxies. We have retained Innisfree to solicit proxies, by telephone, in person or by mail, for a fee of $25,000 plus certain expenses. In addition, certain Delta officers and employees, who will receive no compensation for their services other than their regular salaries, may solicit proxies.
Delta will also reimburse banks, brokers and other nominees for their costs in forwarding proxy materials to beneficial owners of Delta stock. Other proxy solicitation expenses that we will pay include those for preparing, mailing, returning and tabulating the proxies.
|
To be considered for inclusion in our proxy statement for the 20232025 annual meeting, shareholder proposals other than a director nomination must comply with the requirements under SEC Rule 14a-8 and must be submitted in writing and received by us no later than 5:00 p.m., local time, on January 6, 2023,10, 2025, at the following address:
Delta Air Lines, Inc.
Department 981
1030 Delta Boulevard
Atlanta, Georgia 30354
Attention: Corporate Secretary1030 Delta BoulevardAtlanta, Georgia 30354
Under certain circumstances, shareholders may also submit nominations for directors for inclusion in our proxy materials by complying with the requirements in Article II, Section 9 of our Bylaws. Director nominations to be considered for inclusion in proxy materials for the 20232025 annual meeting under Article II, Section 9 of our Bylaws must be received by us at the address above no earlier than December 7, 202211, 2024 and no later than January 6, 2023.10, 2025.
In addition, a shareholder may only bring business before the 20232025 annual meeting, other than a proposal included in the proxy statement, or may submit nominations for directors, if the shareholder complies with the requirements specified in Article II, Section 8 of our Bylaws.
The requirements include:
providing written notice that is received by Delta’s Corporate Secretary between February 16, 2023 and March 18, 2023 (subject to adjustment if the date of the 2023 annual meeting is moved by more than 30 days, as provided in Article II, Section 8(b) of the Bylaws); and
| › | providing written notice that is received by Delta’s Corporate Secretary between February 20, 2025 and March 22, 2025 (subject to adjustment if the date of the 2025 annual meeting is moved by more than 30 days, as provided in Article II, Section 8(b) of the Bylaws); and |
| › | supplying the additional information listed in Article II, Section 8(b) of the Bylaws. |
supplying the additional information listed in Article II, Section 8(b) of the Bylaws.
Delta’s Bylaws are available at http://ir.delta.com/governance/.
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules (once effective),of the SEC, shareholders who intend to solicit proxies in support of director nominees other than Delta’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the 1934 Act, in addition to the information required under our Bylaws, no later than April 17, 2023.21, 2025. However, this date does not supersede any of the requirements or timing required by our Bylaws.
A proxy granted by a shareholder will give discretionary authority to the proxies to vote on any matters introduced pursuant to the notice provision in our Bylaws, subject to the applicable rules of the Securities and Exchange Commission.SEC rules.
Delta’s Bylaws are available at http://ir.delta.com/governance/.
The Corporate Governance Committee evaluates potential nominees for director suggested by shareholders on the same basis as all other potential nominees. To recommend a potential nominee, you may:
e-mail nonmgmt.directors@delta.comor
send a letter addressed to Delta’s Law Department at Delta Air Lines, Inc., Department 981, 1030 Delta Boulevard, Atlanta, Georgia 30354, Attention: Corporate Secretary.
| › | e-mail nonmgmt.directors@delta.comor | |
| › | send a letter addressed to Delta’s Law Department at Delta Air Lines, Inc., Department 981, 1030 Delta Boulevard, Atlanta, Georgia 30354, Attention: Corporate Secretary. |
Each potential nominee is reviewed by the Committee, which decides whether to recommend a candidate for consideration by the full Board.
| 2024 PROXY STATEMENT | 83 |
Statements in this proxy statement that are not historical facts, including statements about our estimates, expectations, beliefs, intentions, projections or strategies for the future, may be “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience or our present expectations. We describe known material risks and uncertainties applicable to Delta that could cause actual results and events to differ materially in our most recently filed periodic reports on Form 10-K, Form 10-Q and subsequent filings, including under the heading “Risk Factors.” All forward-looking statements speak only as of the date made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this report except as required by law.
Website links included in this proxy statement are for convenience only. The content of any website link and the materials and reports available on or through them are not incorporated by reference into this proxy statement and do not constitute a part of this proxy statement.
|
We sometimes use information (non-GAAP financial measures) that is derived from the Consolidated Financial Statements, but that is not presented in accordance with accounting principles generally accepted in the U.S. (GAAP). Under SEC rules, non-GAAP financial measures may be considered in addition to Contentsresults prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results.
BackIncluded below are reconciliations of non-GAAP measures used within this proxy statement to Contentsthe most directly comparable GAAP financial measures. Reconciliations below may not calculate exactly due to rounding.
The following reconciliations include certain adjustments to ContentsGAAP measures that are made to provide comparability between the reported periods, if applicable, and for the reasons indicated below:
| › | MTM adjustments on investments. Mark-to-market (MTM) adjustments are defined as fair value changes recorded in periods other than the settlement period. Unrealized gains/losses result from our equity investments that are accounted for at fair value in non-operating expense. The gains/losses are driven by changes in stock prices, foreign currency fluctuations and other valuation techniques for investments in certain companies, particularly those without publicly-traded shares. Adjusting for these gains/losses allows investors to better understand and analyze our core operational performance in the periods shown. |
| › | MTM adjustments and settlements on hedges. MTM fair value changes are not necessarily indicative of the actual settlement value of the underlying hedge in the contract settlement period. Settlements represent cash received or paid on hedge contracts settled during the applicable period. |
| › | Loss on extinguishment of debt. This adjustment relates to early termination of a portion of our debt. Adjusting for these losses allows investors to better understand and analyze our core operational performance in the periods shown. |
| › | One-time pilot agreement expenses. In the March 2023 quarter, Delta pilots ratified a new four-year Pilot Working Agreement effective January 1, 2023. The agreement included a provision for a one-time payment made upon ratification in the March 2023 quarter of $735 million. Additionally, we recorded adjustments to other benefit-related items of approximately $130 million. Adjusting for these expenses allows investors to better understand and analyze our core cost performance. |
| › | Restructuring charges. During 2020, we recorded restructuring charges for items such as fleet impairments and voluntary early retirement and separation programs following strategic business decisions in response to the COVID-19 pandemic. During 2022 and 2021, we recognized adjustments to certain of those restructuring charges, representing changes in our estimates. |
| › | Impairments and equity method results. This adjustment relates to recording our share of the results recorded by our equity method investees. Also, during 2020, we recognized charges and the related income tax impacts from write-downs of our investments in LATAM and Grupo Aeroméxico following their financial results and separate Chapter 11 bankruptcy filings, and the write-down of our investment in Virgin Atlantic based on our share of its historical and projected results. |
| › | Special profit sharing payment. This adjustment is exclusive to 2021. To recognize the extraordinary efforts of our employees through the pandemic, we made a special profit-sharing payment to eligible employees in February 2022, based on the adjusted pre-tax profit earned during the second half of 2021. This adjustment allows investors to better understand and analyze our recurring cost performance and provides a more meaningful comparison of our core operating costs to the airline industry. |
| ir.delta.com | | 2024 PROXY STATEMENT | 84 |
| › | Government grant recognition. We recognized grant proceeds from the payroll support program and extensions as contra-expense during 2020 and 2021. We recognized the grant proceeds as contra-expense based on the periods that the funds were intended to compensate and fully used all proceeds from the payroll support program extensions as of the end of the September quarter 2021. |
| › | Pension settlement charges. These charges were recognized in connection with the voluntary early retirement and separation programs. |
| › | Delta Private Jets adjustment. Because we combined Delta Private Jets with Wheels Up in January 2020, we have excluded the impact of Delta Private Jets from 2019 results for comparability. |
| (in millions, except per share data) | Year Ended December 31, 2023 | Year Ended December 31, 2023 | |||||||
| Pre-Tax Income | Income Tax | Net Income | Earnings Per Diluted Share | ||||||
| GAAP | $ | 5,608 | $ | (999) | $ | 4,609 | $ | 7.17 | |
| Adjusted for: | |||||||||
| MTM adjustments on investments | (1,263) | ||||||||
| MTM adjustments and settlements on hedges | (52) | ||||||||
| Loss on extinguishment of debt | 63 | ||||||||
| One-time pilot agreement expenses | 864 | ||||||||
| Non-GAAP | $ | 5,220 | $ | (1,200) | $ | 4,020 | $ | 6.25 | |
| (in millions, except per share data) | Year Ended December 31, 2022 | Year Ended December 31, 2022 | |||||||
| Pre-Tax Income | Income Tax | Net Income | Earnings Per Diluted Share | ||||||
| GAAP | $ | 1,914 | $ | (596) | $ | 1,318 | $ | 2.06 | |
| Adjusted for: | |||||||||
| MTM adjustments on investments | 784 | ||||||||
| MTM adjustments and settlements on hedges | 29 | ||||||||
| Loss on extinguishment of debt | 100 | ||||||||
| Restructuring charges | (124) | ||||||||
| Non-GAAP | $ | 2,703 | $ | (650) | $ | 2,503 | $ | 3.20 | |
| 2024 PROXY STATEMENT | 85 |
| (in millions, except per share data) | Year Ended December 31, 2021 | Year Ended December 31, 2021 | |||||||
| Pre-Tax Income/(Loss) | Income Tax | Net Income/(Loss) | Earnings/(Loss) Per Diluted Share | ||||||
| GAAP | $ | 398 | $ | (118) | $ | 280 | $ | 0.44 | |
| Adjusted for: | |||||||||
| MTM adjustments on investments | (56) | ||||||||
| MTM adjustments and settlements on hedges | 9 | ||||||||
| Loss on extinguishment of debt | 319 | ||||||||
| Impairments and equity method results | 337 | ||||||||
| Restructuring charges | (19) | ||||||||
| Special profit sharing payment | 108 | ||||||||
| Government grant recognition | (4,512) | ||||||||
| Non-GAAP | $ | (3,415) | $ | 817 | $ | (2,598) | $ | (4.08) | |
| (in millions, except per share data) | Year Ended December 31, 2020 | Year Ended December 31, 2020 | |||||||
| Pre-Tax Loss | Income Tax | Net Loss | Loss Per Diluted Share | ||||||
| GAAP | $ | (15,587) | $ | 3,202 | $ | (12,385) | $ | (19.49) | |
| Adjusted for: | |||||||||
| MTM adjustments on investments | 119 | ||||||||
| MTM adjustments and settlements on hedges | 10 | ||||||||
| Equity investment MTM adjustments | (19) | ||||||||
| Impairments and equity method results | 2,172 | ||||||||
| Restructuring charges | 8,219 | ||||||||
| Government grant recognition | (3,946) | ||||||||
| Pension settlement charges | 36 | ||||||||
| Non-GAAP | $ | (8,996) | $ | 2,156 | $ | (6,839) | $ | (10.76) | |
| (in millions, except per share data) | Year Ended December 31, 2019 | Year Ended December 31, 2019 | |||||||
| Pre-Tax Income | Income Tax | Net Income | Earnings Per Diluted Share | ||||||
| GAAP | $ | 6,198 | $ | (1,431) | $ | 4,767 | $ | 7.30 | |
| Adjusted for: | |||||||||
| MTM adjustments on investments | 13 | ||||||||
| MTM adjustments and settlements on hedges | 14 | ||||||||
| Equity investment MTM adjustments | (14) | ||||||||
| Delta Private Jets adjustment | 3 | ||||||||
| Non-GAAP | $ | 6,214 | $ | (1,438) | $ | 4,776 | $ | 7.32 | |
| ir.delta.com | | 2024 PROXY STATEMENT | 86 |
We present free cash flow because management believes this metric is helpful to investors to evaluate the company’s ability to generate cash that is available for use for debt service or general corporate initiatives. Free cash flow is also used internally as a component of our incentive compensation program. Free cash flow is defined as net cash from operating activities and net cash from investing activities, adjusted for (i) net (redemptions)/purchases of short-term investments, (ii) strategic investments and related, (iii) net cash flows related to certain airport construction projects and other, (iv) financed aircraft acquisitions, (v) pilot agreement payment, (vi) government grant proceeds, and (vii) pension plan contributions. These adjustments are made for the following reasons:
| › | Net (redemptions)/purchases of short-term investments. Net (redemptions)/purchases of short-term investments represent the net purchase and sale activity of investments and marketable securities in the period, including gains and losses. We adjust for this activity to provide investors a better understanding of the company’s free cash flow generated by our operations. |
| › | Strategic investments and related. Certain cash flows related to our investments in and related transactions with other airlines are included in our GAAP investing activities. We adjust for this activity because it provides a more meaningful comparison to our airline industry peers. |
| › | Net cash flows related to certain airport construction projects and other. Cash flows related to certain airport construction projects are included in our GAAP operating activities and capital expenditures. We have adjusted for these items, which were primarily funded by cash restricted for airport construction, to provide investors a better understanding of the company’s free cash flow and capital expenditures that are core to our operations in the periods shown. |
| › | Financed aircraft acquisitions. This adjustment reflects aircraft deliveries that are leased as capital expenditures. The adjustment is based on their original contractual purchase price or an estimate of the aircraft’s fair value and provides a more meaningful view of our investing activities. |
| › | Pilot agreement payment. In the March 2023 quarter, Delta pilots ratified a new four-year Pilot Working Agreement effective January 1, 2023. The agreement included a provision for a one-time payment upon ratification in the March 2023 quarter of $735 million. We adjust for this item to provide investors a better understanding of our recurring free cash flow generated by our operations. |
| › | Government grant proceeds. Cash flows related to government grant proceeds from the payroll support program and extensions in 2020 and 2021 are included in our GAAP operating activities. We fully utilized all proceeds from the payroll support program extensions as of September quarter 2021. We adjust for this item to better illustrate the cash flows related to our core operations. |
| › | Pension plan contributions. Cash flows related to voluntary pension funding are included in our GAAP operating activities. We adjust to exclude these contributions to allow investors to understand the cash flows related to our core operations. |
| Year Ended | ||||||||||
| (in millions) | December 31, 2023 | December 31, 2022 | December 31, 2021 | December 31, 2020 | December 31, 2019 | |||||
| Net cash provided by / (used in) operating activities: | $ | 6,464 | $ | 6,364 | $ | 3,264 | $ | (3,793) | $ | 8,425 |
| Net cash used in investing activities: | (3,148) | (6,924) | (898) | (9,238) | (4,563) | |||||
| Adjusted for: | ||||||||||
| Net (redemptions)/purchases of short-term investments | (2,235) | (100) | (2,381) | 5,791 | (206) | |||||
| Strategic investments and related | 152 | 701 | 181 | 2,192 | 170 | |||||
| Net cash flows related to certain airport construction projects and other | 496 | 409 | 1,475 | 721 | 338 | |||||
| Financed aircraft acquisitions | (461) | (206) | (594) | (809) | (818) | |||||
| Pilot agreement payment | 735 | - | - | - | - | |||||
| Government grant proceeds | - | - | (4,512) | (3,946) | - | |||||
| Pension plan contributions | - | - | 1,500 | - | 1,000 | |||||
| Free cash flow | $ | 2,003 | $ | 244 | $ | (1,965) | $ | (9,082) | $ | 4,346 |
| 2024 PROXY STATEMENT | 87 |
We present operating cash flow, adjusted because management believes adjusting for the following items provides a more meaningful measure for investors:
| › | Net cash flows related to certain airport construction projects and other. Cash flows related to certain airport construction projects are included in our GAAP operating activities. We have adjusted for these items, which were primarily funded by cash restricted for airport construction, to provide investors a better understanding of the company’s operating cash flow that is core to our operations in the periods shown. |
| › | Pilot agreement payment. In March 2023, Delta pilots ratified a new four-year Pilot Working Agreement effective January 1, 2023. The agreement includes a provision for a one-time payment upon ratification in the March 2023 quarter of $735 million. We adjust for this item to provide investors a better understanding of our recurring free cash flow generated by our operations. |
| (in millions) | Year Ended | |
| December 31, 2023 | ||
| Net cash provided by operating activities | $ | 6,464 |
| Adjusted for: | ||
| Net cash flows related to certain airport construction projects and other | 17 | |
| Pilot agreement payment | 735 | |
| Net cash provided by operating activities, adjusted | $ | 7,216 |
| ir.delta.com | | 2024 PROXY STATEMENT | 88 |
