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
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	Definitive Proxy Statement
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	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.
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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.

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE: Thursday, June 20, 2024 7:30 a.m. Eastern Daylight Time		ACCESS THE ANNUAL MEETING: The annual meeting will be held virtually. Shareholders may participate by logging in at www.virtualshareholdermeeting.com/DAL2024		RECORD DATE: April 29, 2024

AGENDA
At the Annual Meeting, shareholders will be asked to vote on the following proposals:		Board Recommends Vote:
PROPOSAL 1	Election of 12 director nominees named in the Proxy Statement		FOR each nominee
PROPOSAL 2	Advisory vote on executive compensation		FOR
PROPOSAL 3	Ratification of Ernst & Young LLP as independent auditors for 2024		FOR
PROPOSAL 4	Shareholder proposal requesting reporting related to third-party political contributions, if properly presented		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.

If you plan to attend the meeting virtually, please see the instructions on page 82 of the attached proxy statement.

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	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 82 for instructions on how to attend

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 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 10, 2024

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PROXY STATEMENT SUMMARY

The Delta Difference

As a global airline based in the United States, we connect customers across our expansive global network with a commitment to industry-leading customer service, safety and innovation. We served approximately 190 million customers in 2023.

In 2023, we continued to differentiate Delta from the industry by strengthening our competitive advantages that support our trusted consumer brand:

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2023 Highlights

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.

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Matters to be Presented at the Annual Meeting

PROPOSAL 1 - Election of Directors

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

	Committee Chair
	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.

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Shareholders will also be asked to vote on the following proposals:			Board Recommends Vote:		See Page:
PROPOSAL 2	Advisory vote on executive compensation			FOR	69
PROPOSAL 3	Ratification of Ernst & Young LLP as independent auditors for 2024			FOR	70
PROPOSAL 4	Shareholder proposal requesting reporting related to third-party political contributions, if properly presented			AGAINST	73
PROPOSAL 5	Shareholder proposal requesting the adoption of a non-interference policy, if properly presented			AGAINST	75

Executive Compensation Program

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.

In 2023, the Personnel & Compensation Committee developed Delta’s executive compensation program to concentrate our leadership beyond the airline’s recovery and toward stabilization and the strengthening of 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.

For additional information on the changes to our annual and long-term incentive plans and other decisions regarding 2023 executive compensation, see the “Compensation Discussion and Analysis” section beginning on page 27 of this proxy statement.

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Shareholder Engagement

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 2023, we met, or initiated contact, with shareholders representing approximately 42% of our outstanding shares, including actively managed funds, index funds, public pension funds, and socially responsible investment funds. This represented engagement with shareholders holding 68% of our 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 200 inquiries during 2023. The table below summarizes key aspects of these engagement efforts during 2023.

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Environmental, Social and Governance (ESG) Highlights

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—whether it 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 the importance of ESG matters and their significance to our various stakeholders, including our investors. As described further on 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 regular briefings and discussions with internal subject-matter experts, among other things. The Board also has access to external resources and education on a variety of these topics.

Transparency and Reporting

We report on our efforts with respect to ESG matters through an annual ESG Report that aligns 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 ESG topics most relevant to our business, customers, employees and investors. We use a range of formal and informal engagement methods—including ESG-focused materiality analyses, ongoing dialogue with key stakeholders, and our Enterprise Risk Management process—to proactively identify and address both existing and emerging ESG opportunities and risks. Our ESG Report also incorporates details on our climate lobbying efforts, including our global advocacy activities and policy engagements—both direct and indirect—that support and complement our ambitious climate goals. For more information on ESG matters, including with respect to our climate strategy, risks, opportunities, metrics and targets, please see our ESG Report, which is available at www.delta.com/sustainability.

Our Commitment to the Environment

Governance of Environmental Sustainability Program

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:

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Climate Goals and Strategy

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.

Engaging Stakeholders, Building Coalitions and Driving Policy Development

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. 

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Our Commitment to Our People

We believe that the Delta people and culture are our strongest competitive advantage, and the 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 of open, honest and direct communications, enhancing the wellness of our people and building an environment that fosters engagement, integrity and respect.

Total Rewards

We prioritize our people by offering competitive compensation, retirement plans and financial rewards designed to share Delta’s success with our people and encourage teamwork. Our overarching compensation philosophy is to provide industry-leading total rewards for industry-leading performance inclusive of base pay, profit sharing, shared rewards, 401(k) and benefits.

Employee Engagement

Our culture of care calls for us to engage by listening actively, seeking input regularly and responding to employee feedback through a variety of pathways. In-person engagement occurs through a wide range of programs,including:

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 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 job satisfaction, organizational commitment, sense of belonging and motivation. 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 interests of Delta’s employees to the Board of Directors. The DBC includes five rotating representatives from multiple employee groups, ensuring Delta people remain at the forefront of the company’s decision-making. The DBC members attend Board meetings on a rotating basis and consistently and transparently represent employee feedback, interests, and perspectives to the Board of Directors and senior leaders.

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 business on diversity-related strategies, programs and topics. 

Training and Development

Delta people are encouraged and empowered to “keep climbing” in their careers through a portfolio of training and development programs ranging from curated career planning to on-demand learning resources. All employees work with their managers to develop in-depth career development plans, which are reviewed annually and include guided learning curricula focused on skills and competencies aligned with performance objectives. In 2023, we continued to enhance 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 elevating Delta’s culture and driving high performance, as well as development in their specific areas of interest.

We embrace a Skills-First approach to hiring and development that prioritizes skills, background and experience over traditional education requirements. Our equity-focused model aims to 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.

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Employee Health and Wellness

Delta’s wellness strategy aims to enable 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 future by investing in the physical, emotional, social and financial wellness of our people.

We continue to enhance our employee health and wellness program under the leadership of our Chief Health and Wellness Officer, Dr. Henry Ting, a physician and former Mayo Clinic executive. 

In support of this mission, Delta offers many health and wellness resources to employees, such as diabetes management and a mental and emotional health app. These programs include voluntary, incentive-based reward programs focused on supporting our employees to improve their overall wellness.

Our Delta Wellness program offers:

In 2023, we conducted our second Flourishing Index survey to measure 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.

Diversity, Equity and Inclusion (DEI)

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 support our progress on this 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:

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 DEI Council is the senior cross-divisional group that oversees our DEI priorities to ensure they are relevant and embedded throughout the company—in collaboration with the Diversity, Equity & Inclusion Office led by Keyra Lynn Johnson, our Vice President and Chief Diversity, Equity and Inclusion Officer—and evaluates corporate and divisional metrics, programs and proposals that align with our DEI strategy. The council meets regularly to evaluate our progress to become a more equitable employer, including programs and proposals that align with our DEI strategy.

As part of our commitment to transparency, and based on feedback from external stakeholders, we publish on our website our latest EEO-1 Report as submitted to the U.S. Equal Employment Opportunity Commission.

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Our Commitment to Our Communities

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. In 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 2023:

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Our Commitment to Leading Governance

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. 

Corporate Governance Highlights

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GOVERNANCE - BOARD MATTERS

During 2023, the Board of Directors met seven times. Each director who served on the Board during 2023 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 annual meeting in 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 Chair of the Board.

Board Leadership Structure

For many years our Board has chosen to elect an independent, non-executive Chair of the Board separate from our Chief Executive Officer. We believe the non-executive Chair 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.

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Skills and Experiences of Independent Director Nominees

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 our director nominees includes six directors who are racially or ethnically diverse and three female directors.

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

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Board Refreshment Process

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:

The Committee seeks nominees who have the skills and experience to oversee 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:

 

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 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

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Board Committees and Governance Documents

The Board of Directors has established the Audit, Corporate Governance, Finance, Personnel & Compensation and Safety & Security committees to assist 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).

Audit Committee

Corporate Governance Committee

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Finance Committee

Personnel & Compensation Committee

Safety & Security Committee 

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Board and Committee Evaluation Process

For many years our Board of Directors and each of its committees have annually engaged in comprehensive self-evaluations. The Board believes this annual evaluation process supports its effectiveness and continuous improvement.

Risk Management

Board Oversight

The Board of Directors has ultimate responsibility to oversee Delta’s enterprise risk management (ERM) program. Coordinated by Delta’s Vice President of the Corporate Audit and Enterprise Risk Management department, ERM applies a repeatable methodology and framework to promote heightened awareness of risks to our enterprise. The program identifies and categorizes risks and monitors the progress of risk mitigation plans alongside the risk owner(s). ERM’s primary objectives include facilitating a cross-functional enterprise-wide risk assessment, integrating the ERM framework into business processes and decision-making, holding management accountable to mitigate risks, and providing assurance the 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 areas is managed through delegation of that risk item to the applicable 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.

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Management’s Role

Delta’s ERM program is an integrated and continuous process for managing enterprise-wide risks including strategic, financial, operational, safety, compliance and reputational risks. Leaders of all business divisions engage with the ERM team to identify risk as it relates to their respective operating divisions and strategic plans, develop risk mitigation plans, monitor the effectiveness of those mitigation activities and provide updates through a series of specific risk committees as appropriate. The organizational design of Delta’s leadership, the Risk Council, under the oversight of the Board and its committees, provide a robust governance structure for effective management and oversight of enterprise risks.

Risk Council

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Communications with Directors

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

Delta Air Lines, Inc. 
Department 981 
1030 Delta Boulevard 
Atlanta, Georgia, 30354 
Attention: Corporate Secretary

Communications will be sent to the Chair 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.

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SHARE OWNERSHIP

Directors and Executive Officers

The following table sets forth the number of shares of Delta common stock beneficially owned as of April 19, 2024, by each current director, each person named in the Summary Compensation Table in this proxy statement, and all current directors and executive officers as a group. Unless otherwise indicated by footnote, the owner exercises sole voting and investment power over the shares listed.

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Beneficial Owners of More than 5% of Voting Stock

The following table provides information about the following entities known to Delta to be the beneficial owner of more than five percent of Delta’s outstanding common stock as of April 19, 2024. 

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EXECUTIVE COMPENSATION

 

 

Letter from the Chair of the Personnel
& Compensation Committee

 

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 travel 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.

 

 

 

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Compensation Discussion and Analysis

This section of the proxy statement describes the compensation of the named executive officers for 2023. It also discusses how our executive compensation program reflects our compensation philosophy and objectives, including the importance of linking pay to performance.

2023 Named Executive Officers

Executive Summary

Company Performance

Delta 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 Executive Officer. 

2023 was a strong year for Delta, with the airline approaching full network restoration and diverse revenue streams reaching 55% of the company’s total revenue. Delta is the most awarded airline, named the world’s No. 11 Most Admired Company as ranked by FORTUNE, winner of the Cirium Platinum Award for operational excellence and North America’s most on-time airline, and the 5th Best Large Employer in America by Forbes. 

		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.

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This strong performance resulted in Delta sharing $1.4 billion in profits with our people under the company’s broad-based profit 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.

Delta had the highest total shareholder return (TSR) of any U.S. airline in 2023, and remains the best performing airline since the onset of the pandemic, a testament to our leadership’s execution through the pandemic. The following chart shows Delta’s performance against airline peers for 2023:

As described in this Compensation Discussion and Analysis, we believe compensation should align with the interests 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 Personnel & Compensation Committee developed the executive compensation program to concentrate Delta’s leadership beyond the airline’s recovery and toward stabilization and the strengthening of 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

Our Employee Commitment

We believe Delta’s most important competitive advantage is our employees who are the face of our brand. 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 of open, honest and direct communications, enhancing the wellness of our people and building an environment that fosters 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 efforts.

Investing in our People in 2023 In addition to a 5% pay increase to eligible employees in April 2023, Delta invested in our people in the following ways in 2023:
	Profit Sharing Program Paying $1.4 billion in February 2024 under the Profit Sharing Program in recognition of the achievements of our employees that made Delta the most profitable airline in 2023. This was a return to sharing over $1 billion of profits with our people. This payout marked an important milestone for the program—since its inception in 2007, we have shared over $11 billion in profits with our employees—and, for 2023, 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 $53 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 2023 (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 Launching a first of its kind Emergency Savings Program for eligible employees. Employees who complete financial coaching, education and savings requirements can receive up to $1,000 from Delta directly to their emergency savings account. In this inaugural year, Delta contributed over $25.5 million to the emergency savings of over 25,000 employees. This is in addition to the over $1.1 billion Delta contributed to our broad-based defined contribution plans.

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Talent Planning and Development

Talent planning and development are important at all levels within Delta—from our executives to our frontline employees. The Personnel & Compensation Committee 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 2023

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:

In 2022, the Personnel & Compensation Committee returned our annual and long-term incentive plans to a structure more consistent with our pre-pandemic practices. Through this structure, the program included incentives that recognized our executives’ leadership and commitment to Delta, 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, in consultation with its compensation consultant, considered the company’s long-term business strategy and the 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 meet these objectives within a set of guiding principles that adhere to our pay for performance compensation philosophy. 

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 for 2023: 

» For 2024’s long-term incentive program (LTIP), time-based cash awards were eliminated as a component of the LTIP and time-based restricted stock awards were returned for all named executive officers.

» For the 2024 LTIP, relative TSR was added as a performance modifier to further align the interests of the named executive officers with our shareholders.

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The CARES Act

In 2020 and 2021, Delta entered into payroll support program agreements with the U.S. Department of the Treasury to receive emergency support through the payroll support programs under the CARES Act and subsequent legislation. Under these agreements, Delta was subject to various restrictions and obligations, including certain limitations on executive compensation (CARES Act compensation limitations). As of April 2, 2023, Delta is no longer subject to the CARES Act compensation limitations.

Administration of the Executive Compensation Program

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Executive Compensation Philosophy and Objectives

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

Pay for Performance

Pay for performance is the foundation of our compensation philosophy for all employees, driving a strong sense of team work and continual improvement of business results. Our executive compensation program places a substantial portion of total compensation at risk. Total target compensation for the named executive officers is contingent on Delta achieving ambitious financial, operational and customer service goals or subject to stock price performance.

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.

Say on Pay Voting Results

At our 2023 annual meeting, we asked shareholders for a non-binding “say on pay” advisory vote to approve the 2022 compensation of the named executive officers. The holders of over 94% of the shares present and entitled to vote at the 2023 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.

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 page highlights the policies and practices we consider instrumental in driving company performance while mitigating risk, as well as the practices we avoid.

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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

Comparative Market Data and Peer Group

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

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 18 other companies from diverse industries, including logistics/distribution, consumer products, retail, hospitality, aerospace/defense and technology, that exhibit similar size and business characteristics with Delta, including revenue size, number of employees and global presence. The revisions to our peer group, which are indicated below, better reflect the market in which we may compete for business, investor capital and/or executive talent and align with the Personnel & Compensation Committee’s updated peer group selection criteria. The revised peer group was used when the Committee was determining executive compensation for 2023. The companies in our peer group are:

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Elements of Compensation

Compensation elements for our executive officers include:

Delta does not have a specific compensation target for each element of compensation. The compensation mix for the Chief Executive Officer and the other named executive 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.

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 its 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.

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Performance Measure Selection

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

For 2023, the Personnel & Compensation Committee continued to approach its performance measure evaluation with a focus on stabilization and further strengthening Delta’s competitive advantages.

To achieve our mission that no one better connects the world, 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 included in our 2023 annual and long-term incentive plans are distinct and demonstrate how the Personnel & Compensation Committee incorporates the elements of our Flight Plan to drive performance.

Given the progress Delta made in its recovery in 2022—returning to full year profitability for the first time since 2019—the Personnel & Compensation Committee retained the same performance measures under the annual incentive plan and the performance award component of the long-term incentive program for 2023. The Personnel & Compensation Committee continued to believe that superior performance in these 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 measure, the Personnel & Compensation Committee reviews our business plans and considers other factors, including our past variance to targeted performance, our historical performance, economic and industry conditions and the performance of other airlines. In certain cases, this analysis may cause the Committee to set 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. 

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Annual Incentive Plan

Long-Term Incentive Program

Base Salary

The Personnel & Compensation Committee annually reviews the base salaries of the named executive officers, and makes adjustments when appropriate based on market competitiveness or in connection with promotions or changes in responsibility. None of our named executive officers received a salary increase in 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. 

Annual Incentive

The 2023 Management Incentive Plan (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 2023. The 2023 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 2023 MIP are provided in cash. However, to provide further alignment between our executive officers and our people, the executive officers’ 2023 MIP awards are subject to the following conditions if there is no Profit Sharing Program payout to employees for the year:

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The following chart shows the performance measures for the named executive officers under the 2023 MIP and the actual performance for each measure for 2023. 

The target award opportunities under the 2023 MIP are expressed as a percentage of each participant’s base salary earned during the 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 2022 target award opportunities were maintained for the named executive officers in 2023 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 company following his October 2022 promotion. 

Summarized in the table below are the 2023 MIP awards earned by each named executive officer. Because there was a payout under the Profit Sharing Program for 2023, payments under the 2023 MIP were made in cash.

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Long-Term Incentives

2023 Long-Term Incentive Program

The 2023 Long-Term Incentive Program (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 2023 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 2023 LTIP awards granted to each named executive officer is summarized in the table below. These award allocations were selected to balance the incentive opportunity among Delta’s financial performance relative to other airlines, internal company performance and stock price performance. This mix and the other terms of the 2023 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.

Performance Restricted Stock Units

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.

Performance restricted stock units are eligible for dividend equivalents, but none will become payable until such time as the applicable performance criteria are met and the award vests. Any payouts under this award will occur in 2026.

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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:

Performance Awards

Performance awards are long-term incentive opportunities payable in cash. The following chart shows the range of potential payments of the performance awards based on three performance measures over the three-year period ending December 31, 2025. Any payouts under this award will occur in 2026.

2023 LTIP

Time-Based Restricted Stock

The 2023 LTIP provides that restricted stock will vest in three equal installments on each of February 1, 2024, February 1, 2025 and February 1, 2026, subject to forfeiture in certain circumstances. 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.

Time-Based Cash Award

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.

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The 2021 Long-Term Incentive Program Payouts

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

The payout of the 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 and free 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 our business, including the complexity of determining performance goals in such an environment. As a result, the three-year performance period was 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 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 on the following page are the performance results certified by the Personnel & Compensation Committee for the performance awards under the 2021 LTIP and the resulting percentage of target award opportunity 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.

2021 LTIP PAYOUT

2021 Performance Period - 1/3 of total award

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2022-23 Performance Period - 2/3 of total award

Sign-On Award

In connection with the hiring of Mr. Spanos, he was provided with a one-time cash signing bonus and initial equity award consisting of time-based restricted stock as an inducement to join Delta. This sign-on award was an important part of his total compensation package, which was essential to the successful recruitment of Mr. Spanos. The award set forth below was paid or granted shortly following the commencement of his employment.

Benefits

The 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 45 for information regarding benefits received in 2023 by the named executive officers.

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Risk Assessment

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.

Executive Compensation Policies

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

Clawback Policy

In 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.

Stock Ownership Guidelines

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:

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 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, 2023, all of the named executive officers exceeded their required stock ownership levels, except Mr. Spanos, who first became subject to these guidelines in June 2023.

Equity Award Grant Policy

Delta’s equity award grant policy provides objective, standardized criteria for the timing, practices and procedures used in granting equity awards. Under this policy, the Personnel & Compensation Committee will consider approval of annual equity awards for management employees in the first quarter of the calendar year. 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.

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Anti-Hedging and Anti-Pledging Policy

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.

Executive Officer Cash Severance Policy

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 cash severance payments that exceed 2.99 times the sum of the officer’s base salary and target annual bonus opportunity without seeking shareholder ratification or advisory approval.

Post-Employment Compensation

Our executive officers do not have employment contracts, supplemental executive retirement plans, deferred compensation plans or change in control agreements. They are eligible to receive certain benefits in the event of specified terminations of employment, including as a consequence of a change in control. The Personnel & Compensation Committee believes these provisions strengthen the alignment of the executives’ compensation with future company performance. The severance benefits and the forfeiture provisions under our long-term incentive programs for the named executive officers are described in “Post-Employment Compensation—Potential Post-Employment Benefits upon Termination or Change in Control” beginning on page 52.

Tax and Accounting Impact and Policy

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

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

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Compensation Committee Report

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

THE PERSONNEL & COMPENSATION COMMITTEE

Sergio A. L. Rial, Chair
Greg Creed
Jeanne P. Jackson
David S. Taylor 
Kathy N. Waller

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Executive Compensation Tables

The table below contains information about the compensation of the following named executive officers during 2023: (1) Mr. Bastian, Delta’s principal executive officer; (2) Mr. Janki, Delta’s principal financial officer; and (3) Mr. Hauenstein, Mr. Carter and Mr. Spanos, who were Delta’s three other most highly compensated executive officers on December 31, 2023.

Summary Compensation Table

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Grants of Plan-Based Awards Table

The following table provides information about annual and long-term award opportunities granted to the named executive officers during 2023 under the 2023 MIP and the 2023 LTIP and, in addition for Mr. 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 38.

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Outstanding Equity Awards at Fiscal Year-End Table

The following table provides information regarding the outstanding equity awards on December 31, 2023 for each of the named executive officers. 

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Option Exercises and Stock Vested Table

The following table provides information regarding the exercise of stock options and the vesting of stock for the named executive officers in 2023. 

Post-Employment Compensation

Defined Benefit Pension Benefits

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.

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Pension Benefits Table

The table below shows certain pension benefit information for Mr. Bastian as of December 31, 2023. 

Potential Post-Employment Benefits upon Termination or Change in Control

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, 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.

Severance Plan

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   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. Carter, Mr. Janki and Mr. Spanos		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

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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.

Long-Term Incentive Programs

The following chart summarizes the treatment of performance awards, performance restricted stock units, restricted stock, time-based cash awards and stock options awarded, as applicable, under Delta’s long-term incentive programs (LTIP) for 2021, 2022 and 2023, and a restricted stock award provided to Mr. Janki and Mr. Spanos, under various termination of employment scenarios.