Delta Air Lines, Inc DEF 14A, filed Apr 28, 2023

Delta Air Lines, Inc. (DAL)

DEF 14A 2023-04-28

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Added on June 12, 2026

About this DEF 14A

Delta Air Lines, Inc filed this DEF 14A on April 28, 2023.

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	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

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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



TIME AND DATE:	PLACE:	RECORD DATE:
Thursday, June 15, 2023 7:30 a.m. Eastern Daylight Time	The Offices of Davis Polk & Wardwell 450 Lexington Avenue, New York, New York (located in Midtown Manhattan between East 44^th Street and East 45^th Street)	April 28, 2023

At the Annual Meeting, shareholders will be asked to vote on the following proposals:		Board Recommends Vote:
ITEM 1	Election of 13 director nominees named in the Proxy Statement		FOR each nominee
ITEM 2	Advisory vote on executive compensation		FOR
ITEM 3	Advisory vote on the frequency of future advisory votes on executive compensation		ONE YEAR
ITEM 4	Ratification of Ernst & Young LLP as independent auditors for 2023		FOR
ITEM 5	Shareholder proposal requesting shareholder ratification of termination pay, if properly presented		AGAINST
ITEM 6	Shareholder proposal requesting a freedom of association and collective bargaining policy, if properly presented		AGAINST

BY INTERNET	BY TELEPHONE	BY MAIL	IN PERSON


Go to www.proxyvote.com and follow the instructions	Call 1-800-690-6903	Sign, date and return your proxy card in the enclosed postage-paid envelope	Attend the annual meeting in New York, New York. See page 78 for instructions on how to attend

Name and Primary Occupation		Age	Director Since	Other Public Boards	Current Committees
	EDWARD H. BASTIAN CEO of Delta	65	2010	-
	GREG CREED Former Chief Executive Officer, Yum! Brands, Inc.	65	2022	2	• Audit • Personnel & Compensation
	DAVID G. DEWALT Founder and Managing Director of NightDragon Security; Managing Director of AllegisCyber Capital	59	2011	1	• Safety & Security • Audit • Corporate Governance
	WILLIAM H. EASTER III Former Chairman, President and CEO of DCP Midstream	73	2012	1	• Audit • Corporate Governance • Safety & Security
	LESLIE D. HALE President and Chief Executive Officer of RLJ Lodging Trust	51	2022	2*	• Finance • Safety & Security
	CHRISTOPHER A. HAZLETON Captain, Airbus 321, Delta	55	2019	-	• Safety & Security
	MICHAEL P. HUERTA Former Administrator of the Federal Aviation Administration	66	2018	2	• Audit • Corporate Governance • Safety & Security
	JEANNE P. JACKSON Former President, Senior Strategic Advisor to the CEO of NIKE	71	2017	2	• Finance • Personnel & Compensation
	GEORGE N. MATTSON President of Star Mountain Capital; former partner and co-head of the Global Industrials Group in Investment Banking at Goldman, Sachs & Co.	57	2012	3**	• Finance • Corporate Governance • Personnel & Compensation
	VASANT M. PRABHU Vice Chair, Chief Financial Officer of Visa Inc.	63	2023	-	• Finance • Safety & Security
	SERGIO A. L. RIAL Former Chief Executive Officer of Banco Santander (Brasil)	62	2014	2	• Personnel & Compensation • Corporate Governance • Finance
	DAVID S. TAYLOR Former President and Chief Executive Officer of The Procter & Gamble Company	65	2019	-	• Finance • Safety & Security
	KATHY N. WALLER Executive Director of the Atlanta Committee for Progress; former CFO of The Coca-Cola Company	64	2015	3	• Audit • Corporate Governance • Personnel & Compensation
Committee Chair * Macy’s Inc. (Macy’s) has reported that Ms. Hale does not intend to stand for re-election to the Macy’s board of directors when her current term expires at Macy’s 2023 annual meeting of shareholders to be held on May 19, 2023. ** Virgin Galactic Holdings, Inc. (Virgin Galactic) has reported that Mr. Mattson will not stand for re-election at Virgin Galactic’s 2023 annual meeting of stockholders to be held on June 8, 2023.

Shareholders will also be asked to vote on the following proposals:		Board Recommends Vote:		See Page:
ITEM 2	Advisory vote on executive compensation		FOR	65
ITEM 3	Advisory vote on the frequency of future advisory votes on executive compensation		ONE YEAR	66
ITEM 4	Ratification of Ernst & Young LLP as independent auditors for 2023		FOR	67
ITEM 5	Shareholder proposal requesting shareholder ratification of termination pay, if properly presented		AGAINST	70
ITEM 6	Shareholder proposal requesting a freedom of association and collective bargaining policy, if properly presented		AGAINST	72


Eliminate our Climate Impact from Flying
Fleet	Fuel	Aircraft operations
Our fleet renewal efforts have the most significant impact on reducing emissions and emissions intensity from our airline operations. In 2022, Delta took delivery of 69 aircraft that were, on average, 25% more fuel efficient per seat mile than aircraft retired since 2019, contributing to a fleet-wide fuel efficiency improvement of 4.2% compared to 2019. We also announced a series of new aircraft purchase agreements. We expect these purchase agreements to bolster our fleet renewal plans and to continue to improve fuel efficiency in future periods.	Sustainable aviation fuel (SAF) is central to reducing the lifecycle emissions from aviation fuel; however, it is not currently available at the scale or cost necessary to meet the industry’s needs. We have established a goal of replacing 10% of our jet fuel consumption with SAF by the end of 2030. We expect this goal to require at least 400 million gallons of SAF annually. At the end of 2022, Delta had agreements in place with multiple suppliers for an aggregate offtake of 200 million gallons of SAF annually by 2030, subject to third-party investment and timely facility development.	To further reduce our emissions intensity, our Carbon Council, a cross-divisional senior leadership team, is focused on executing and tracking operational initiatives that reduce jet fuel consumption. This work includes immediate improvements within flight operations and collaboration with outside experts such as MIT to evaluate new technologies. Our efforts also supplement industry-wide efforts to support the modernization of the air traffic control systems, allowing for increased fuel efficiency and less carbon-intensive flying.
Embed Sustainability in Everything We Do
Travel experience	Ground operations and facilities	Supply chain
We are accelerating our efforts to build a more sustainable travel experience by reducing single-use plastics on board, reducing food waste and introducing sustainability in the products and amenities we deliver to our customers. We refreshed our onboard product offerings in early 2022 and as a result of our initial single-use plastic replacement strategy, we reduced onboard single-use plastic consumption by approximately 4.9 million pounds per year.	As of December 2022, we electrified 25% of our eligible core and critical ground equipment fleets necessary to service an aircraft at the gate, such as baggage tractors, belt loaders, aircraft tow tractors, and other eligible ground support equipment (eligible GSE) support. We continue to work with airports throughout our network to add additional charging infrastructure to support our goal of electrifying 50% of our eligible GSE fleet by 2025. Additionally, we invested in updating airport facilities, modernizing the customer experience, and creating more sustainable facilities by incorporating technology to reduce our environmental impact.	In 2022, we onboarded over 50% of our top 200 supply chain vendors, based on spend, to the EcoVadis ESG ratings platform. EcoVadis scorecards allow us to measure the impact of our supply chain, encourage vendors to take action to improve their scores and identify potential new vendors with strong sustainability ratings.

1 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, interviews with 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 significant 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 6 years	4	of whom are diverse

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 2022 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. An experienced cybersecurity professional, David DeWalt, is a member of the Audit Committee and has been a Delta director since 2011.
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, Company 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 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.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	⁽¹⁾
Director Nominees:
Edward H. Bastian	2,197,025	⁽²⁾
Francis S. Blake	93,795
Greg Creed	17,430	⁽³⁾
David G. DeWalt	70,770
William H. Easter III	64,220	⁽⁴⁾
Leslie D. Hale	6,430
Christopher A. Hazleton	300
Michael P. Huerta	26,375
Jeanne P. Jackson	54,660	⁽⁵⁾
George N. Mattson	121,710	⁽⁶⁾
Vasant M. Prabhu	-
Sergio A. L. Rial	27,822
David S. Taylor	57,010	⁽⁷⁾
Kathy N. Waller	33,400
Named Executive Officers:
Glen W. Hauenstein	1,058,502	⁽²⁾
Alain M. Bellemare	159,591	⁽²⁾
Peter W. Carter	448,202	⁽²⁾
Daniel C. Janki	211,239	⁽²⁾
Director Nominees and Current Executive Officers as a Group (23 Persons)	5,730,010	⁽²⁾
(1) Each of the individuals listed in the table and the director nominees and current executive officers as a group beneficially owned less than 1% of the shares of common stock outstanding on April 13, 2023. (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 13, 2023, or that will become exercisable within 60 days after that date:

Name	Number of Shares
Edward H. Bastian	1,768,257
Glen W. Hauenstein	779,790
Alain M. Bellemare	45,374
Peter W. Carter	257,010
Daniel C. Janki	49,154
Directors & Current Executive Officers as a Group	3,641,494

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
The Vanguard Group	71,496,733⁽¹⁾	11.1%
100 Vanguard Blvd Malvern, PA 19355
BlackRock, Inc.	38,051,209⁽²⁾	5.9%
55 East 52^nd Street New York, NY 10055
(1) Based on an amendment to Schedule 13G filed on February 9, 2023, in which The Vanguard Group reported that, as of December 31, 2022, it had shared voting power over 699,754 of these shares, sole dispositive power over 69,558,815 of these shares and shared dispositive power over 1,937,918 of these shares. (2) Based on an amendment to Schedule 13G filed on February 1, 2023, in which BlackRock, Inc. reported that, as of December 31, 2022, it had sole voting power over 35,944,378 of these shares and sole dispositive power over 38,051,209 shares.

	Name	Position
	EDWARD H. BASTIAN	Chief Executive Officer
	GLEN W. HAUENSTEIN	President
	ALAIN M. BELLEMARE	Executive Vice President & President - International
	PETER W. CARTER	Executive Vice President - External Affairs
	DANIEL C. JANKI	Executive Vice President & Chief Financial Officer

Investing in our People in 2022 In addition to a 4% pay increase to eligible employees in May 2022, Delta invested in our people in the following ways in 2022:
	Profit-Sharing Program Paying $563 million in February 2023 under the Profit Sharing Program in recognition of the achievements our employees that returned Delta to full-year profitability in 2022.

	Shared Rewards Program Awarding $61 million under Delta’s broad based shared rewards program (Shared Rewards Program) based on the hard work of our employees meeting key operational performance goals during 2022 (on-time arrival, baggage handling, flight completion factors and net promoter score) recognizing that superior performance by our frontline employees directly affects customer satisfaction.

	Physical, Emotional and Social Wellness Investing over $50 million in enhanced mental health benefits, a new copay medical plan option that provides employees with more predictable healthcare costs and additional resources for working families.

	Financial Wellness Recognizing that our employees’ financial wellness is just as important as their physical, emotional and social wellness, Delta announced a new Emergency Savings Program that provides employees with up to $1,000 when they complete a financial education/coaching program and contribute to an emergency savings account. This is in addition to contributing over $920 million to Delta’s broad-based 401(k) plans.


Airlines:	American Airlines Group Inc.	Southwest Airlines Co.	United Airlines Holdings, Inc.
Hotel/Leisure:	Carnival Corporation & plc	Marriott International, Inc.
Transportation/ Distribution:	The Coca-Cola Company FedEx Corporation Norfolk Southern Corporation	PepsiCo, Inc. Sysco Corporation	Union Pacific Corporation United Parcel Service, Inc.
Machinery/ Aerospace/Defense:	The Boeing Company Honeywell International Inc.	L3Harris Technologies, Inc. Textron Inc.	Raytheon Technologies Corporation
Retail:	Best Buy Co., Inc. The Home Depot, Inc.	Lowe’s Companies, Inc.	Target Corporation

Peer Group	Revenue ($)⁽¹⁾	Market Capitalization ($)⁽²⁾	International Operations as Percentage of Revenue (%)⁽³⁾
75^th Percentile	86,392	144,079	38
Median	47,928	59,965	24
25^th Percentile	23,814	19,992	9
DELTA AIR LINES	50,582	21,031	24
Source: Standard & Poor’s Capital IQ
(1) Last 12 months from most recent quarter ended on or before December 31, 2022. In millions. (2) As of December 31, 2022. In millions. (3) As of the most recent fiscal year-end

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	› 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
	Long-Term Incentive Program › Performance Awards › Performance Restricted Stock Units	› 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, free cash flow and earnings per share › Aligns with interests of shareholders, facilitates executive officer stock ownership and encourages retention of our management employees
Time-Based Compensation	Long-Term Incentive Program › 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

2022 Flight Plan Objectives	Performance Measure	Description
Deliver on our Profit Goals while Investing in our Future	Total Revenue per Available Seat Mile (TRASM)	› A unit revenue measure comprised of passenger revenue, revenue from our ancillary businesses and other revenue sources › Encourages focus on achieving top-line revenue growth while emphasizing disciplined capacity growth
Be the Airline of Choice for our Customers	Customer Service Performance	› Based on Delta’s net promoter scores, this measure further emphasizes the importance of earning and maintaining customer preference and loyalty › Due to the level of global travel restrictions that continued to impact international travel, this measure remained limited to Delta’s domestic net promoter scores
Deliver on our Profit Goals while Investing in our Future	Cumulative Free Cash Flow	› Encourages focus on long-term revenue and margin growth and is a measure of our business resilience
Deliver on our Profit Goals while Investing in our Future	Earnings per Share (EPS) Recovery	› Based on Delta’s adjusted diluted EPS, this measure is followed by shareholders as a strong indicator of a company’s financial success and how the company is performing with respect to profitability and value creation › Encourages focus on returning to (and ultimately exceeding) pre-pandemic levels of profitable growth, expense control and the effectiveness of investments made in the business over time

Named Executive Officer	Base Salary		Target Award (as % of base salary)	Target Award		Percentage of Target Award Earned⁽¹⁾	Total 2022 MIP Award
Mr. Bastian	$	950,000	200%	$	1,900,000	140.71%	$	2,673,562
Mr. Hauenstein	$	700,000	175%	$	1,225,000	140.71%	$	1,723,744
Mr. Bellemare	$	650,000	150%	$	975,000	140.71%	$	1,371,959
Mr. Carter	$	550,000	150%	$	825,000	140.71%	$	1,160,889
Mr. Janki	$	650,000	175%	$	1,137,500	140.71%	$	1,600,619

Named Executive Officer	Performance Restricted Stock Units		Performance Awards	Restricted Stock	Time-Based Cash Award	Total 2022 LTIP Target Award
Mr. Bastian		$5,700,000	$3,700,000	-	$4,600,000	$14,000,000
Mr. Hauenstein		$3,200,000	$2,000,000	-	$2,550,000	$7,750,000
Mr. Bellemare		$1,500,000	$1,500,000	$1,500,000	-	$4,500,000
Mr. Carter		$2,100,000	$1,400,000	-	$1,700,000	$5,200,000
Mr. Janki		$1,500,000	$1,500,000	$1,500,000	-	$4,500,000

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

Name	Year	Salary ($)	Bonus ($)	Signing Bonus ($)	Stock Awards ($)^(1)(2)(3)	Option Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁵⁾	All Other Compensation ($)⁽⁶⁾	Total ($)⁽⁷⁾
Edward H. Bastian Chief Executive Officer	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
	2020	237,500	-	-	8,375,245	4,125,054	-	17,726	378,487	13,134,012
Glen W. Hauenstein President	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
	2020	437,500	-	-	4,522,809	2,227,547	-	-	267,253	7,455,109
Alain M. Bellemare Executive Vice President & President - International	2022	650,000	-	-	3,000,076	-	1,371,959	-	146,180	5,168,215
	2021	609,375	-	1,000,000	4,665,548	1,125,032	1,362,809	-	56,755	8,819,519
								-
Peter W. Carter Executive Vice President - External Affairs	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
	2020	343,750	-	-	2,325,177	775,037	-	-	174,086	3,618,050
Daniel C. Janki Executive Vice President & Chief Financial Officer	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

Name	2022 ($)
Edward H. Bastian	17,100,036
Glen W. Hauenstein	9,600,505
Alain M. Bellemare	4,500,113
Peter W. Carter	6,300,290
Daniel C. Janki	4,500,113

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	27,450	218,363	20,702	16,298
Glen W. Hauenstein	27,450	138,909	11,337	12,949
Alain M. Bellemare	27,450	108,174	10,556
Peter W. Carter	27,450	91,659	12,774	10,162
Daniel C. Janki	27,450	127,027	10,351
(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.

Delta Air Lines, Inc DEF 14A, filed Apr 28, 2023

About this DEF 14A

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

PROXY STATEMENT SUMMARY

The Delta Difference

2022 Highlights

Matters to be Presented at the Annual Meeting

Item 1 Election of Directors

Executive Compensation Program

Shareholder Engagement

Environmental, Social and Governance (ESG) Highlights

Transparency and Reporting

Our Commitment to the Environment

Governance of Environmental Sustainability Program

Climate Goals and Strategy

Engaging Stakeholders, Building Coalitions and Driving Policy Development

Our Commitment to Our People

Diversity, Equity and Inclusion

Employee Health and Wellness

Our Commitment to Our Communities

Our Commitment to Leading Governance

Corporate Governance Highlights

GOVERNANCE - BOARD MATTERS

Board Leadership Structure

Board Refreshment Process

Board Committees and Governance Documents

Audit Committee

Corporate Governance Committee

Finance Committee

Personnel & Compensation Committee

Safety & Security Committee

Board and Committee Evaluation Process

Risk Management

Board Oversight

Management’s Role

Risk Council

Communications with Directors

SHARE OWNERSHIP

Directors and Executive Officers

Beneficial Owners of More than 5% of Voting Stock

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

2022 Named Executive Officers

Executive Summary

Our Employee Commitment

Diversity, Equity and Inclusion

Talent Planning and Development

Executive Compensation in 2022

The CARES Act

Administration of the Executive Compensation Program

Executive Compensation Philosophy and Objectives

Pay for Performance

Say on Pay Voting Results

Corporate Governance and Compensation Practices

Comparative Market Data and Peer Group

Elements of Compensation

Performance Measure Selection

Annual Incentive Plan

Long-Term Incentive Program

Base Salary

Annual Incentive

Long-Term Incentives

2022 Long-Term Incentive Program

Performance Restricted Stock Units

Performance Awards

Time-Based Restricted Stock

Time-Based Cash Award

The 2020 Long-Term Incentive Program Payouts

Benefits

Risk Assessment

Executive Compensation Policies

Clawback Policy

Stock Ownership Guidelines

Equity Award Grant Policy

Anti-Hedging and Anti-Pledging Policy

Compensation for Mr. Bastian

Post-Employment Compensation

Tax and Accounting Impact and Policy

Compensation Committee Report

Executive Compensation Tables

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⁾
Name/Type of Award	Grant Date⁽¹⁾		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock Awards ($)⁽⁵⁾
Edward H. Bastian
2022 MIP	1/1/2022	2/9/2022	950,000	1,900,000	3,800,000
2022 LTIP - Performance Award	2/9/2022	2/9/2022	1,850,000	3,700,000	7,400,000
2022 LTIP - Performance Restricted Stock Units	2/9/2022	2/9/2022				64,950	129,900	389,700		5,700,012
Glen W. Hauenstein
2022 MIP	1/1/2022	2/9/2022	612,500	1,225,000	2,450,000
2022 LTIP - Performance Award	2/9/2022	2/9/2022	1,000,000	2,000,000	4,000,000
2022 LTIP - Performance Restricted Stock Units	2/9/2022	2/9/2022				36,465	72,930	218,790		3,200,168
Alain M. Bellemare
2022 MIP	1/1/2022	2/9/2022	487,500	975,000	1,950,000
2022 LTIP - Performance Award	2/9/2022	2/9/2022	750,000	1,500,000	3,000,000
2022 LTIP - Performance Restricted Stock Units	2/9/2022	2/9/2022				17,093	34,185	102,555		1,500,038
2022 LTIP - Restricted Stock	2/9/2022	2/9/2022							34,185	1,500,038
Peter W. Carter
2022 MIP	1/1/2022	2/9/2022	412,500	825,000	1,650,000
2022 LTIP - Performance Award	2/9/2022	2/9/2022	700,000	1,400,000	2,800,000
2022 LTIP - Performance Restricted Stock Units	2/9/2022	2/9/2022				23,930	47,860	143,580		2,100,097
Daniel C. Janki
2022 MIP	1/1/2022	2/9/2022	568,750	1,137,500	2,275,000
2022 LTIP - Performance Award	2/9/2022	2/9/2022	750,000	1,500,000	3,000,000
2022 LTIP - Performance Restricted Stock Units	2/9/2022	2/9/2022				17,093	34,185	102,555		1,500,038
2022 LTIP - Restricted Stock	2/9/2022	2/9/2022							34,185	1,500,038

Name	Grant Date⁽¹⁾	Option Awards					Stock Awards
Name	Grant Date⁽¹⁾	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
2020 LTIP - Restricted Stock	2/5/2020	-	-	-	-	-	23,350	767,281	-	-
2021 LTIP - Restricted Stock	2/3/2021	-	-	-	-	-	51,850	1,703,791	-	-
2022 LTIP - Performance Restricted Stock Units	2/9/2022	-	-	-	-	-	-	-	129,900	4,268,514
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	246,640	123,320	-	58.89	2/4/2030	-	-	-	-
2021 LTIP - Stock Options	2/3/2021	83,184	166,366	-	39.78	2/2/2031	-	-	-	-
Glen W. Hauenstein
2020 LTIP - Restricted Stock	2/5/2020	-	-	-	-	-	12,610	414,365	-	-
2021 LTIP - Restricted Stock	2/3/2021	-	-	-	-	-	28,000	920,080	-	-
2022 LTIP - Performance Restricted Stock Units	2/9/2022	-	-	-	-	-	-	-	72,930	2,396,480
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	206,060	-	-	50.52	2/5/2029	-	-	-	-
2020 LTIP- Performance Stock Options	2/5/2020	133,187	66,593	-	58.89	2/4/2030	-	-	-	-
2021 LTIP - Stock Options	2/3/2021	44,920	89,840	-	39.78	2/2/2031	-	-	-	-
Alain M. Bellemare
2021 - Restricted Stock	1/25/2021	-	-	-	-	-	51,420	1,689,661	-	-
2021 LTIP - Restricted Stock	2/3/2021	-	-	-	-	-	20,930	687,760	-	-
2022 LTIP - Restricted Stock	2/9/2022	-	-	-	-	-	34,185	1,123,319
2022 LTIP - Performance Restricted Stock Units	2/9/2022	-	-	-	-	-	-	-	34,185	1,123,319
2021 LTIP - Stock Options	2/3/2021	22,687	45,373		39.78	2/2/2031	-	-	-	-

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 › 200% target MIP › 24 months healthcare benefit and Flight Benefits⁽³⁾continuation › outplacement services	› 24 months base salary › 200% target MIP › 24 months healthcare benefit and Flight Benefits continuation › outplacement services	› 24 months base salary › 200% target MIP › 24 months healthcare benefit and Flight Benefits continuation › outplacement services
Mr. Hauenstein	› 24 months base salary › 200% target MIP › 24 months healthcare benefit and Flight Benefits continuation › outplacement services	› None	› 24 months base salary › 200% target MIP › 24 months healthcare benefit and Flight Benefits continuation › outplacement services
Mr. Bellemare, Mr. Carter and Mr. Janki	› 18 months base salary › 150% target MIP › 18 months healthcare benefit and Flight Benefits continuation › outplacement services	› None	› 18 months base salary › 150% target MIP › 18 months healthcare benefit and Flight Benefits continuation › outplacement services
(1) 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 6(d) to the Summary Compensation Table on page 41 for a description of Flight Benefits.

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 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.
	Mr. Bellemare and Mr. Janki	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 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.
	Mr. Bellemare and Mr. Janki	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 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.
	Mr. Bellemare and Mr. Janki	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.
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, 2020 under the 2020 LTIP; (ii) October 1, 2021 under the 2021 LTIP; and (iii) October 1, 2022 under the 2022 LTIP. For terminations of employment prior to such dates, the performance awards and the performance restricted stock units, restricted stock and stock option awards granted to the named executive officer under each of the applicable LTIPs would be subject to the same treatment as described for Mr. Bellemare and Mr. Janki. (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.

Name	Termination Scenario	Severance Payment ($)⁽¹⁾	Equity/Long-Term Non-Equity Incentive/Cash Awards ($)					Other Benefits ($)⁽⁷⁾
Name	Termination Scenario	Severance Payment ($)⁽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	4,268,514	7,790,625	-	2,471,072	3,680,000	620,387
	Resignation for Good Reason	5,700,000	4,268,514	7,790,625	-	2,471,072	3,680,000	620,687
	For Cause	-	-	-	-	-	-	-
	Resignation without Good Reason	-	4,268,514	7,790,625	-	2,471,072	-	586,299
	Retirement	-	4,268,514	7,790,625	-	2,471,072	-	586,299
	Death	-	4,268,514	7,790,625	-	2,471,072	4,600,000	-
	Disability	-	4,268,514	7,790,625	-	2,471,072	4,600,000	586,299
	CIC – Termination without Cause/Resignation for Good Reason	5,700,000	4,268,514	7,790,625	-	2,471,072	4,600,000	620,387
Mr. Hauenstein	Without Cause	3,850,000	2,396,480	4,208,938	-	1,334,445	2,040,000	446,511
	Resignation for Good Reason	-	2,396,480	4,208,938	-	1,334,445	2,040,000	419,995
	For Cause	-	-	-	-	-	-	-
	Resignation without Good Reason	-	2,396,480	4,208,938		1,334,445	-	419,995
	Retirement	-	2,396,480	4,208,938	-	1,334,445	-	419,995
	Death	-	2,396,480	4,208,938	-	1,334,445	2,550,000	-
	Disability	-	2,396,480	4,208,938		1,334,445	2,550,000	419,995
	CIC – Termination without Cause/Resignation for Good Reason	3,850,000	2,396,480	4,208,938		1,334,445	2,550,000	446,511
Mr. Bellemare	Without Cause	2,437,500	374,440	1,597,250	-	2,586,608	-	78,829
	Resignation for Good Reason	-	374,440	1,597,250	-	2,586,608	-	-
	For Cause	-	-	-	-	-	-	-
	Resignation without Good Reason	-		-	-	-	-	-
	Death	-	1,123,319	3,145,875	-	3,500,740	-	-
	Disability	-	1,123,319	3,145,875	-	3,500,740	-	-
	CIC – Termination without Cause/Resignation for Good Reason	2,437,500	1,123,319	3,145,875	-	3,500,740	-	78,829
Mr. Carter	Without Cause	2,062,500	1,572,680	2,533,825	-	1,327,314	1,360,000	133,916
	Resignation for Good Reason	-	1,572,680	2,533,825	-	1,327,314	1,360,000	-
	For Cause	-		-	-	-	-	-
	Resignation without Good Reason	-	1,572,680	2,533,825	-	1,327,314	-	-
	Death	-	1,572,680	2,533,825	-	1,327,314	1,700,000	-
	Disability	-	1,572,680	2,533,825	-	1,327,314	1,700,000	-
	CIC – Termination without Cause/Resignation for Good Reason	2,062,500	1,572,680	2,533,825	-	1,327,314	1,700,000	133,916

Year (a)	Summary Compensation Table Total for PEO⁽¹⁾ ($) (b)	Compensation Actually Paid to PEO⁽²⁾ ($) (c)	Average Summary Compensation Table Total for Non-PEO Named Executive Officers⁽¹⁾⁽²⁾ ($) (d)	Average Compensation Actually Paid to Non-PEO Named Executive Officers⁽¹⁾⁽²⁾ ($) (e)	Value of Initial Fixed $100 Investment on December 31, 2019 Based On:		Net Income⁽⁴⁾ ($) (millions) (h)	Pre-Tax Income⁽⁵⁾ ($) (millions) (i)
Year (a)	Summary Compensation Table Total for PEO⁽¹⁾ ($) (b)	Compensation Actually Paid to PEO⁽²⁾ ($) (c)			Total Shareholder Return⁽³⁾ ($) (f)	Peer Group Total Shareholder Return⁽³⁾ ($) (g)	Net Income⁽⁴⁾ ($) (millions) (h)	Pre-Tax Income⁽⁵⁾ ($) (millions) (i)
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: 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.

	2022 ($)		2021 ($)		2020 ($)
Adjustments	PEO	Other NEOs Average	PEO	Other NEOs Average	PEO	Other NEOs Average
SCT Total	9,606,387	5,087,831	12,360,420	6,115,487	13,134,012	4,254,247
› (Deduct) aggregate change in actuarial present value included in SCT Total for covered fiscal year	-	-	-	-	(17,726)	(3,937)
› 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	(5,700,012)	(2,825,104)	(8,250,248)	(3,682,989)	(12,500,299)	(3,657,530)
› 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	4,268,514	2,115,609	7,598,702	3,572,818	9,100,061	2,593,111
› 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	(1,197,788)	(589,958)	332,281	85,627	(2,587,728)	(718,574)
› 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	636,821	73,563	(424,689)	(62,397)	(3,310,839)	(960,238)
› (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	-	-	-	-	-	-
CAP Amount	7,613,922	3,861,941	11,616,466	6,028,546	3,817,481	1,507,079


Annual Board Member Retainer:	$110,000 (payable in quarterly installments) for each non-employee director other than the non-executive Chair of the Board $180,000 (payable in quarterly installments) for the non-executive Chair of the Board
Annual Committee Chair Cash Retainer:	$20,000, except $30,000 for Audit Committee Chair (payable in quarterly installments)
Annual Board Member Equity Grant:	$190,000 in restricted stock that vests at or shortly before the next annual meeting of shareholders, subject to the director’s continued service on the Board of Directors on the vesting date. Dividends, to the extent approved, accrue on these awards and are paid upon vesting of the restricted stock.
Annual Non-Executive Chair of the Board Equity Grant:	$320,000 in restricted stock with the same vesting schedule as the annual Board equity grant.
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. The Matching Gifts for Education Program was reinstituted in June 2022 after being suspended in March 2020.

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	160,000	320,000	0	0	0	3,738	483,738
Ashton B. Carter	105,000	190,000	0	0	0	11,747	306,747
Greg Creed	80,000	190,000	0	0	0	4,614	274,614
David G. DeWalt	125,000	190,000	0	0	0	17,340	332,340
William H. Easter III	132,500	190,000	0	0	0	531	323,031
Leslie M. Hale	80,000	190,000	0	0	0	6,215	276,215
Michael P. Huerta	105,000	190,000	0	0	0	5,774	300,774
Jeanne P. Jackson	105,000	190,000	0	0	0	29,325	324,325
George N. Mattson	125,000	190,000	0	0	0	28,648	343,648
Sergio A. L. Rial	125,000	190,000	0	0	0	0	315,000
David S. Taylor	105,000	190,000	0	0	0	10,160	305,160
Kathy N. Waller	105,000	190,000	0	0	0	4,998	299,998
(1) As Delta employees, Mr. Bastian and Mr. Hazleton were not separately compensated for their service on the Board of Directors in 2022. Mr. Bastian’s compensation is included in the Summary Compensation Table on page 40. Mr. Hazleton’s compensation is described in “Proposal 1 — Election of Directors” on page 57. (2) On June 16, 2022, the Board of Directors granted 6,430 shares of restricted stock to each non-employee director at that date. This award vests on June 15, 2023, subject to continued Board service on that date. Mr. Carter’s award vested on his death. Mr. Blake received an additional grant of 4,390 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 2022 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. Jackson and Mr. Mattson also includes the incremental cost of Director Flight Benefits of $12,329 and $13,345, 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.


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 oil 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