Delta Air Lines, Inc DEF 14A, filed Apr 25, 2025

Delta Air Lines, Inc. (DAL)

DEF 14A 2025-04-25 For: 2025-06-19

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Added on June 12, 2026

About this DEF 14A

Delta Air Lines, Inc filed this DEF 14A on April 25, 2025.

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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 under §240.14a-12

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

At the Annual Meeting, shareholders will be asked to vote on the following proposals:		Board Recommends Vote:
1	Election of 14 director nominees named in the Proxy Statement		FOR each nominee
2	Advisory vote on executive compensation		FOR
3	Approval of Amendment and Restatement of Performance Compensation Plan		FOR
4	Ratification of Ernst & Young LLP as independent auditors for 2025		FOR
5	Shareholder proposal requesting the ability for shareholders to act by written consent, if properly presented		AGAINST

BY INTERNET	BY TELEPHONE	BY MAIL	AT THE MEETING

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 virtually. See page 87 for instructions on how to attend

PROXY STATEMENT SUMMARY	5
Competitive Advantages and Brand Strength	5
2024 Highlights	6
Matters to be Presented at the Annual Meeting	7
Executive Compensation Program	8
Shareholder Engagement	9
Our Commitment to Our People	10
Our Commitment to the Environment	12
Our Commitment to Our Communities	14
Our Commitment to Leading Governance	15
GOVERNANCE - BOARD MATTERS	16
Board Leadership Structure	16
Qualifications, Skills and Experiences of Director Nominees	17
Board Refreshment Process	18
Board Committees and Governance Documents	19
Board and Committee Evaluation Process	21
Risk Management	22
Communications with Directors	23
SHARE OWNERSHIP	24
Directors and Executive Officers	24
Beneficial Owners of More than 5% of Voting Stock	25
EXECUTIVE COMPENSATION	26
Compensation Discussion and Analysis	26
Executive Summary	26
Elements of Compensation	32
Compensation Committee Report	41
Executive Compensation Tables	42
Summary Compensation Table	42
Grants of Plan-Based Awards Table	44
Outstanding Equity Awards at Fiscal Year-End Table	45
Option Exercises and Stock Vested Table	48
Post-Employment Compensation	48
Table Regarding Potential Post-Employment Benefits upon Termination or Change in Control	52
CEO Pay Ratio	54
Pay Versus Performance	54
Compensation Committee Interlocks and Insider Participation	57
DIRECTOR COMPENSATION	58
Director Compensation Table	59
Stock Ownership Guidelines	59

Proposal 1	Election of Directors	60

Proposal 2	Advisory Vote on Executive Compensation	68

Proposal 3	Approval of Amendment and Restatement of Performance Compensation Plan	69
		69

Proposal 4	Ratification of the Appointment of Independent Auditors	77
		77

Fees of Independent Auditors	78
Pre-Approval of Audit and Non-Audit Services	78
Audit Committee Report	79
SHAREHOLDER PROPOSAL	80

VOTING INFORMATION	83
Internet Availability of Proxy Materials	83
Shareholders Entitled to Vote	83
Quorum for the Annual Meeting	83
How to Vote	83
Revoking a Proxy or Voting Instructions	85
Limitation on Brokers’ Authority to Vote Shares	85
Votes Necessary to Act on Proposals	85
Recommendations of the Board	86
OTHER INFORMATION	87
Presentation of Other Business at the Meeting	87
Attending the Meeting Virtually	87
Householding	87
Cost of Solicitation	88
Delinquent Section 16(a) Reports	88
Submission of Shareholder Proposals	88
Disclaimers	89
Supplemental Information about Financial Measures	90
APPENDIX A	93
Performance Compensation Plan	93

		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 and best-in-class service. We believe that Delta’s brand transcends the industry, powered by our people’s outstanding work and passion for serving our customers. In 2024, Delta was ranked No. 13 in the U.S. on Glassdoor’s Best Places to Work list. Our industry-leading profit sharing program directly aligns our employees’ interests with the company’s long-term success. For 2024, we rewarded our employees with $1.4 billion in profit sharing payments. Since 2015, Delta has shared $10 billion in profit sharing payments with employees worldwide.
		OPERATIONAL RELIABILITY
		We remain committed to industry-leading reliability as the foundation for our brand promise and efficiency. We are consistently among the industry’s best performers, delivering the best on-time arrival and completion factor among our network carrier peers in 2024. In recognition of our unwavering commitment to operational performance, we were honored for the fourth consecutive year with the Cirium Platinum Award for global operational excellence in January 2025 and named the most on-time airline in North America. The *Wall Street Journal* named us the top airline of 2024 among the nine major U.S. airlines in its annual airline scorecard for the fourth consecutive year, leading the industry in on-time arrivals with the fewest involuntary denied boardings.
		GLOBAL NETWORK
		We and our alliance partners collectively serve over 120 countries and territories and over 800 destinations around the world. Our global network consists of our domestic network, which is centered on our core hubs that complement our coastal hubs, along with our significant international hubs and market presence, which is enhanced by our strategic relationships with international alliances. To support this network, we are continuing to refresh our fleet by acquiring new and more fuel-efficient aircraft with increased premium seating and cargo capacity to replace retiring aircraft, while modifying our existing aircraft cabins to increase premium offerings and harmonize interiors. We also continue on our multi-year journey of fleet simplification by replacing retiring aircraft with deliveries of next-generation aircraft.
		CUSTOMER LOYALTY
		With operational excellence, best-in-class service and commitment to our customers, we have continued to earn our customers’ trust and preference by delivering the “Delta Difference.” In 2024, we were recognized as the 2024 Airline of the Year by aviation publication Air Transport World and named the best airline by corporate travel customers in the annual Business Travel News Airline Survey for the 14^thyear in a row. Our award-winning SkyMiles program offers our customers a wide variety of benefits when traveling with us and our partners. We aim to increase the value of our program for customers and to deepen customer engagement with Delta through a growing ecosystem of partnerships with premier brands and travel-adjacent experiences, extending the value of our SkyMiles currency beyond flight.
		FINANCIAL FOUNDATION
		Over the past 15 years of consistent strategy, investment and execution, we have fundamentally transformed our business by investing in our people, our product and our reliability to alter the commodity-like nature of air travel and improve our financial foundation. We strive to continue achieving differentiated performance by delivering sustained value creation through margin expansion, durable earnings and free cash flow. Restoring the strength of our balance sheet and reducing debt remains a financial priority. Recognizing our continued progression on debt reduction and improving financial results, we regained Delta’s investment grade rating from all three major rating agencies, marking a key financial milestone.

(1)	Adjusted for special items; see “Supplemental Information about Financial Measures” on page 90 for reconciliations of non-GAAP measures and reasons we use them.
(2)	Based on reported total revenue per available seat mile (TRASM), adjusted, relative to the performance of our industry peer group for the year indicated. Industry defined as Delta Air Lines, United Airlines, American Airlines, Southwest Airlines, Alaska Airlines and JetBlue Airways.

Name and Primary Occupation		Age	Director Since	Other Public Boards	Current Committees
	EDWARD H. BASTIAN CEO of Delta Air Lines, Inc.	67	2010	-
	CHRISTOPHE BECK Chairman and CEO of Ecolab Inc.	57	2024	1	Audit Safety & Security
	MARIA BLACK President and CEO of Automatic Data Processing, Inc.	51	2024	1	Finance Personnel & Compensation
	WILLIE CW CHIANG Chairman and CEO of Plains All American Pipeline, L.P. and Plains GP Holdings, L.P.	64	2024	2*	Audit Safety & Security
	GREG CREED Former CEO of Yum! Brands, Inc.	67	2022	2	Corporate Governance Finance Personnel & Compensation
	DAVID G. DEWALT Founder, Managing Director and CEO of NightDragon Security; Managing Director of AllegisCyber Capital	61	2011	1	Corporate Governance Audit Personnel & Compensation
	LESLIE D. HALE President and CEO of RLJ Lodging Trust	53	2022	1	Finance Personnel & Compensation
	CHRISTOPHER A. HAZLETON Captain, Airbus 330, Delta Air Lines, Inc.	57	2019	-	Safety & Security
	MICHAEL P. HUERTA Former Administrator of the Federal Aviation Administration	68	2018	2	Safety & Security Audit Corporate Governance
	JUDITH J. MCKENNA Former President and CEO of Walmart International	58	2025	1	Audit Safety & Security
	VASANT M. PRABHU Former CFO and Vice Chair of Visa Inc.	65	2023	2	Finance Safety & Security
	SERGIO A. L. RIAL Former CEO of Banco Santander (Brasil)	64	2014	2	Personnel & Compensation Corporate Governance Finance
	DAVID S. TAYLOR Non-Executive Chair of the Board of Delta Air Lines, Inc.; Former President and CEO of The Procter & Gamble Company	67	2019	-	Finance Corporate Governance Personnel & Compensation
	KATHY N. WALLER Executive Director of the Atlanta Committee for Progress; former CFO of The Coca-Cola Company	66	2015	2	Audit Corporate Governance Personnel & Compensation

Shareholders will also be asked to vote on the following proposals:		Board Recommends Vote:	See Page:
2	Advisory vote on executive compensation	FOR	68
3	Approval of Amendment and Restatement of Performance Compensation Plan	FOR	69
4	Ratification of Ernst & Young LLP as independent auditors for 2025	FOR	77
5	Shareholder proposal requesting the ability for shareholders to act by written consent, if properly presented	AGAINST	80

How we engaged with our shareholders	› We maintained a dialogue with our shareholders throughout the year, including before and after the annual meeting, to gain their perspectives on current issues and to address questions. Where appropriate, our senior management, our non-executive Chair of the Board and the chair of the Board’s Personnel & Compensation Committee participated in these conversations. › We engaged with analysts through quarterly conference calls, our investor relations website and in-person meetings and calls. › We participated throughout the year in leading industry conferences and hosted investors and analysts at our general offices in Atlanta to meet with senior management. We also visited the offices of several of our institutional investors. › We hosted an in-person Investor Day event in New York City in November to engage with analysts and investors, to review our performance and communicate our long-term financial targets.

Primary topics in engagement with our shareholders	Among the topics we discussed in 2024 were: › Our financial performance, including the highlights presented at the company’s Investor Day in November. › The Board’s composition and ongoing refreshment, including evaluation of potential skills or experiences desired in future Board members, onboarding processes and gender composition of the Board. › Our executive compensation program, including changes to the compensation program in 2024 in response to feedback from investors on the 2023 program. › Our environmental sustainability strategy with continuing focus on progress of efforts to support the development of sustainable aviation fuel, including through collaborative efforts. › Human capital management, including employee engagement and labor practices.

How we evaluated shareholder feedback	› Feedback from our shareholders is regularly shared with senior management and the Board. › Our Personnel & Compensation Committee considers feedback when developing our executive compensation program and overseeing our policies and strategies relating to talent development and human capital management. In particular, the Committee considered feedback when adopting the executive compensation program for 2024. › Our Corporate Governance Committee considers feedback as part of its periodic review of governance trends and oversight responsibilities.

Actions taken	We responded to shareholder feedback as part of our periodic review of our policies, practices, and disclosures. › While most shareholders with whom we engaged generally expressed support for our executive compensation program structure, we acknowledged commentary related to one-time enhanced awards provided in 2023 to our CEO and certain other named executive officers. As intended, these one-time enhanced awards were granted only for 2023 and not again in 2024. › We continued to enhance disclosure related to sustainability matters as we pursue our long-term goals. › We are also providing additional disclosure on other topics including risks related to heat-related exposure for employees and customers and the company’s approach to the use of artificial intelligence.

›	We provided employees with pay increases of 5% in each of 2023 and 2024.
›	For 2024, Delta rewarded eligible employees with $1.4 billion in profit sharing payments, more than all U.S. peer airlines combined, and equating to 10% of each eligible employee’s earnings.
	We also maintain a Shared Rewards program to incentivize operational performance, and our employees earned $86 million under this program in 2024.
›	Our primary 401(k) retirement savings plan includes an automatic company contribution equal to 3% of eligible earnings for most ground and flight attendant employees. We also match 100% of employee contributions up to 6% of eligible earnings.
›	In addition to paid vacation, personal time and maternity and parental leave, we offer a choice of medical insurance programs and holistic wellness programs. Delta employees can also take advantage of several travel-related perks and save on other travel-related services.

›	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 – Conferences offered multiple times a year allowing frontline employees to meet and hear directly from senior leaders and share their feedback to help shape the company’s future.

›	12 Delta-sponsored mental health counseling sessions and six personal coaching sessions per year through Delta’s employee assistance program
›	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

	1	We continue to provide veteran-specific resources for employment, health and well-being, and support the growth of our Veterans Business Resource Group, which already boasts over 2,000 members.
	2	We are dedicated to being an industry leader in closing the gap between employees’ needs and the material security they deserve. We champion fair living wages and economic opportunities that ensure secure, stable futures for our employees and their families.
	3	We always hire or promote the best and most qualified talent. We aspire for our senior leadership team to reflect the diversity of backgrounds and experiences of our more than 100,000 employees.

	1	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,
	2	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
	3	the Finance Committee, which oversees investments, including acquisition of new, more fuel-efficient aircraft and significant investments in new technologies.

›	Minnesota SAF Hub – We are a founding member of this first-of-its-kind partnership leveraging collaboration across the value chain to scale SAF at the Minneapolis-Saint Paul International Airport and support regional economic development. Our work with the Minnesota SAF Hub reached a key milestone in 2024, announcing the development of the first SAF blending facility in Minnesota, a collaboration between Delta and Flint Hills Resources, which is expected to blend up to 30 million gallons of SAF annually once fully operational.
›	Americans for Clean Aviation Fuels (ACAF) – 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.
›	Airbus UpNext – We are collaborating with Airbus on nascent, fast-track technology solutions to advance the future of aviation. The two companies will explore wing performance, fuel efficiency, superconductivity, advanced aircraft assistance, and other technologies which may be needed for future aircraft. Through this partnership, Delta will offer operational feedback to refine technologies being developed by Airbus within its network of innovation labs.
›	JetZero – We are partnering with JetZero to develop a revolutionary aircraft incorporating JetZero’s blended-wing-body (BWB) design that is expected to be up to 50% more fuel-efficient than aircraft in operation today, with flight range and seat capacity comparable to today’s mid-market aircraft. Delta will provide best-in-class operational expertise through its Sustainable Skies Lab to bring the innovative BWB aircraft to commercial viability.

	Independent Oversight	› 12 of 14 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
	Board Composition and Refreshment	› Regular Board refreshment and mix of tenure and diversity of experiences, perspectives and backgrounds (5 of our independent director nominees joined in the last 3 years) › 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
	Shareholders Rights and Accountability	› 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
	Other Leading Governance Practices	› 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

›	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 of experiences, perspective and background

	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, 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 believe 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.

	1 Project Oversight	The Corporate Governance Committee oversees the evaluations and re-examines the process for the Board and Board committee evaluations each year.

	2 Evaluation	For 2024, the Executive Vice President - Chief External Affairs Officer spoke individually with each Board member to discuss specific topics, such as issues of importance to the Board for 2025, 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.

	3 Presentation and Findings	The directors’ comments were compiled and provided to the Board in a format without attribution. The Board and the Board committees reviewed the anonymized findings in executive sessions in early 2025. Topics discussed include: › an assessment of Board and committee performance in 2024 › issues of importance to the Board for 2025 › risk management, strategic planning and succession planning

	4 Feedback	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 cybersecurity and technology matters, including use of generative artificial intelligence, among other items.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾
Current Directors:
Edward H. Bastian⁽²⁾		2,355,713	⁽³⁾
Christophe Beck		-
Maria Black		4,055
Willie CW Chiang		24,040	⁽⁴⁾
Greg Creed		30,910	⁽⁵⁾
David G. DeWalt		79,250
Leslie D. Hale		14,910
Christopher A. Hazleton		300
Michael P. Huerta		31,505
Judith J. McKenna		10
Vasant M. Prabhu		8,480
Sergio A. L. Rial		33,041
David S. Taylor		115,940	⁽⁶⁾
Kathy N. Waller		41,880
Named Executive Officers:
Glen W. Hauenstein		1,052,057	⁽³⁾
Peter W. Carter		481,632	⁽³⁾
Daniel C. Janki		315,268	⁽³⁾
Alain Bellemare		245,214	⁽³⁾
Michael L. Spanos		42,671
Current Directors and Executive Officers as a Group (23 Persons)		5,758,547	⁽³⁾

(1)	Each of the individuals listed in the table and the current directors and executive officers as a group beneficially owned less than 1% of the shares of common stock outstanding on April 18, 2025.
(2)	Mr. Bastian is also a named executive officer.
(3)	Includes the following number of shares of common stock which a named executive officer has the right to acquire upon the exercise of stock options that were exercisable as of April 18, 2025, or that will become exercisable within 60 days after that date:

	*Name*	*Number of Shares*
	Edward H. Bastian	1,687,890
	Glen W. Hauenstein	824,710
	Peter W. Carter	272,640
	Daniel C. Janki	73,730
	Alain Bellemare	68,060
	Current Executive Officers as a Group (10 Persons)	3,470,983

(4)	Includes 20,000 shares held by the Chiang 2014 Management Trust, of which Mr. Chiang and his wife are co-trustees.
(5)	Includes 26,870 shares held by the Creed Revocable Living Trust, of which Mr. Creed and his wife are co-trustees.
(6)	Includes 99,480 shares held in a Grantor Retained Annuity Trust (the “GRAT”) for the benefit of the Mr. Taylor’s adult children. Mr. Taylor is the trustee of the GRAT, and he is the sole recipient of the annuity payments made by the GRAT.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
The Vanguard Group	71,974,852⁽¹⁾	11.0%
100 Vanguard Blvd
Malvern, PA 19355
BlackRock, Inc.	43,050,757⁽²⁾	6.6%
50 Hudson Yards
New York, NY 10001

(1)	Based on an amendment to Schedule 13G filed on February 13, 2024, in which The Vanguard Group reported that, as of December 31, 2023, it had shared voting power over 558,993 of these shares, sole dispositive power over 70,081,272 of these shares and shared dispositive power over 1,893,580 of these shares.
(2)	Based on an amendment to Schedule 13G filed on January 26, 2024, in which BlackRock, Inc. reported that, as of December 31, 2023, it had sole voting power over 40,843,687 of these shares and sole dispositive power over 43,050,757 shares.

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

	›	We were honored for the fourth consecutive year with the Cirium Platinum Award for global operational excellence in January 2025 and named the most on-time airline in North America. We were also recognized as the 2024 Airline of the Year by aviation publication Air Transport World and named the best airline by corporate travel customers in the annual Business Travel News Airline Survey for the 14^th year in a row.
	›	We delivered over $5 billion of adjusted pre-tax income,¹ representing nearly 50% of the industry’s profitability. This marks the seventh year in our history that we generated a pre-tax profit above $5 billion.
	›	We sustained a revenue premium to the industry² of more than 110%, continuing to differentiate Delta from the industry.
	›	We delivered $8 billion of adjusted operating cash flow,¹ and after reinvesting $4.8 billion¹back into the business, we generated free cash flow¹ of $3.4 billion. Our balance sheet returned to investment grade at all three major credit rating agencies, differentiating Delta and reflecting our financial durability.

Investing in our People in 2024
In addition to a 5% pay increase to eligible employees in April 2024, Delta invested in our people in the following ways in 2024:

	Profit Sharing Program Paying $1.4 billion in February 2025 under the Profit Sharing Program in recognition of the achievements of our employees that made Delta the most profitable airline in 2024. This was the second consecutive year in which we shared over $1 billion of profits with our people. Since 2015, we have shared $10 billion in profit sharing payments with our employees worldwide—and, for 2024, Delta continues to lead the industry in profit sharing, with this year’s total greater than the pool of all U.S. peer airlines combined.

	Shared Rewards Program Awarding $86 million under Delta’s broad-based operational incentive program (Shared Rewards Program) thanks to the hard work of our employees meeting key operational performance goals during 2024 (on-time arrival, baggage handling, flight completion and net promoter score) recognizing that superior performance by our frontline employees directly affects customer satisfaction.

	Physical, Emotional and Social Wellness Investing over $60 million in employees’ total wellness through enhanced mental health benefits; a health concierge service to navigate the complex healthcare system; expanded maternity, parental and bonding leave; new fertility, adoption and surrogacy benefits; and additional care-giving resources for working families.

	Financial Wellness Contributing over $14 million to the emergency savings account of over 14,000 employees under its Emergency Savings Program, which allows employees who complete financial coaching, education and savings requirements to receive up to $1,000 from Delta directly into their emergency savings account. This is in addition to the over $1.1 billion Delta contributed to our broad-based defined contribution plans.

›	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 recovery and stabilization to growth; and
›	recognize the highly marketable and transferable talents of the named executive officers.



Places a substantial majority of total compensation at risk.	Directly supports our Flight Plan by utilizing challenging performance measures that provide incentives that deliver value to our customers and shareholders and drive payouts to frontline employees under our broad-based Profit Sharing and Shared Rewards Programs.	Provides compensation opportunities that help us motivate and retain existing talent and attract new talent to Delta when needed.

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		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

American Airlines Group Inc.	American Express Company	Best Buy Co., Inc.
The Boeing Company	The Coca-Cola Company	Deere & Company
FedEx Corporation	The Home Depot, Inc.	Honeywell International Inc.
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.

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 Stock Units	› 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 › 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	Long-Term Incentive Program › Restricted Stock	› Aligns with interest of shareholders, facilitates executive officer stock ownership and encourages retention of our management employees
Benefits	Health, Welfare and Retirement Benefit Plans	› Helps attract and retain highly qualified executives through a variety of employee benefits that demonstrates Delta’s overall commitment to the health and financial wellness of our employees