DEF 14A of Delta Air Lines, Inc., Apr 26, 2024

DEF 14A of Delta Air Lines, Inc.

Filed Apr 26, 2024 · FY20230001308179-24-000615

Open on EDGAR

  1. PROPOSAL 1 - Election of Directors

    PROPOSAL 1 - Election of Directors

  2. 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 |

  3. PROPOSAL 1 - Election of Directors

    | | 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. |

  4. PROPOSAL 1 - Election of Directors

    | | 2024 PROXY STATEMENT | 7 |

  5. PROPOSAL 1 - Election of Directors

    | 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 |

  6. Skills and Experiences of Independent Director Nominees

    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.

  7. Skills and Experiences of Independent Director Nominees

    | | | | | | | | | | | | | 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 | | | | | | | | | | |

  8. Skills and Experiences of Independent Director Nominees

    | The Board believes that the combination of backgrounds, skills and experiences of the nominees produces a Board that is well-equipped to exercise oversight responsibilities on behalf of our shareholders and other stakeholders. In addition to the chart above, we provide information about each nominee for director, including certain experiences that led the Board to conclude the nominee should serve as a director of Delta, under “Proposal 1 - Election of Directors” starting on page 62. |

  9. Skills and Experiences of Independent Director Nominees

    | | 2024 PROXY STATEMENT | 17 |

  10. Directors and Executive Officers

    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.

  11. Directors and Executive Officers

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | | Current Directors: | | | Edward H. Bastian | 2,287,419(2) | | Maria Black | - | | Willie CW Chiang | - | | Greg Creed | 21,870(3) | | David G. DeWalt | 75,210 | | William H. Easter III | 68,660(4) | | Leslie D. Hale | 10,870 | | Christopher A. Hazleton | 300 | | Michael P. Huerta | 27,465 | | Jeanne P. Jackson | 59,100(5) | | Vasant M. Prabhu | 4,440 | | Sergio A. L. Rial | 30,333 | | David S. Taylor | 99,480 | | Kathy N. Waller | 37,840 | | Named Executive Officers: | | | Glen W. Hauenstein | 1,142,294(2) | | Peter W. Carter | 465,968(2) | | Daniel C. Janki | 278,347(2) | | Michael L. Spanos | 115,943 | | Current Directors and Executive Officers as a Group (24 Persons) | 6,164,287(2) |

  12. Directors and Executive Officers

    | (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 19, 2024. | | (2) Includes the following number of shares of common stock which a director or a named executive officer has the right to acquire upon the exercise of stock options that were exercisable as of April 19, 2024, or that will become exercisable within 60 days after that date: |

  13. Directors and Executive Officers

    | Name | Number of Shares | | Edward H. Bastian | 1,779,600 | | Glen W. Hauenstein | 824,710 | | Peter W. Carter | 272,640 | | Daniel C. Janki | 73,730 | | Directors & Current Executive Officers as a Group | 3,808,953 |

  14. Directors and Executive Officers

    | (3) Includes 11,000 shares held by the Creed Revocable Living Trust, of which Mr. Creed and his wife are co-trustees. | | (4) Includes 57,790 shares held by the Easter Management Trust, over which Mr. Easter has shared investment and voting power. | | (5) Includes 22,000 shares held by a trust for the benefit of Ms. Jackson and her husband and 3,510 shares held by trusts for the benefit of Ms. Jackson’s children. Ms. Jackson has shared investment and voting power over all shares held in these trusts. |

  15. Directors and Executive Officers

    | ir.delta.com | | 2024 PROXY STATEMENT | 24 |

  16. Company Performance

    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

  17. Our Employee Commitment

    | 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. |

  18. Executive Compensation in 2023

    | › | continue to align the named executive officers’ interests with shareholders to drive long-term value creation; | | › | reward the named executive officers’ leadership in the industry as Delta transitioned from survival to recovery and stabilization; and | | › | recognize the highly marketable and transferable talents of the named executive officers. |

  19. Executive Compensation in 2023

    | › | Changes to Annual and Long-Term Incentive Plans. The current structure of our incentive plans was retained, with adjustments that reflect the company’s focus shift from recovery to stabilization. |

  20. Executive Compensation in 2023

    | › | For both the annual and long-term incentive plans, “target ranges” were eliminated, and each plan returned to a single target number for all performance measures. |

  21. Executive Compensation in 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.

  22. Executive Compensation in 2023

    | › | To further encourage the strengthening of our financial foundation and our position as the leader in the airline industry, the performance measures for the 2023 LTIP performance restricted stock unit awards were revised. This change—from measuring Delta’s earnings per share recovery on an absolute and relative basis to measuring our pre-tax income relative to our comparable airline peers and cumulative free cash flow and setting stock price hurdles to achieve maximum payouts—is described more fully below in the “Performance Measure Selection” section on page 35 of this proxy statement. |

  23. Executive Compensation in 2023

    | › | No increases to the base salary and annual incentive plan target award opportunities for Mr. Bastian, Mr. Hauenstein and Mr. Janki; | | › | An increase to the base salary and annual incentive plan target award opportunity for Mr. Carter to recognize his promotion in October 2022, which expanded his role within the company to include leading the company’s sustainability and international teams; and | | › | An increase in the long-term incentive program target award opportunity for Mr. Janki to reward his leadership in achieving the company’s outstanding financial performance. |

  24. Executive Compensation in 2023

    | › | The enhanced award to Mr. Bastian consists of an additional $10 million of performance restricted stock units and $10 million of time-based cash award payable over two years. In granting this one-time enhanced award to Mr. Bastian, the Personnel & Compensation Committee considered the importance of his continuing, long-term leadership of Delta—strengthening the alignment of his future compensation |

  25. Executive Compensation in 2023

    | › | Mr. Hauenstein’s and Mr. Carter’s enhanced awards consist of, respectively, an additional $5 million and $3 million of performance restricted stock units and $3.5 million and $2.5 million of time-based cash awards payable over two years. As with Mr. Bastian, these one-time enhanced awards were granted to Mr. Hauenstein and Mr. Carter to reward their outstanding leadership through the pandemic and to ensure their retention with the company. | | › | The enhanced awards for Mr. Bastian, Mr. Hauenstein and Mr. Carter were one-time enhancements and not intended to be part of their regular target annual compensation. | | › | The terms of the one-time enhanced awards are distinct from, and are generally more restrictive than, the other awards provided to these named executive officers under the 2023 LTIP. For example, to help ensure their retention, such awards will be forfeited, except in limited exceptions, if they leave the company prior to the awards’ vesting dates. |

  26. Administration of the Executive Compensation Program

    | INDEPENDENT COMPENSATION CONSULTANT | | | In 2023, after considering the factors provided under the NYSE listing standards and Item 407(e)(3)(iii) of SEC Regulation S-K, the Personnel & Compensation Committee engaged Frederic W. Cook & Co., Inc. (FW Cook) as its independent executive compensation consultant. In this role, FW Cook provides advice to the Personnel & Compensation Committee and the Corporate Governance Committee regarding Delta’s executive and director compensation programs. This includes: | | | › | Providing advice regarding Delta’s executive compensation program based on the company’s business strategy, compensation philosophy, prevailing market practices and relevant regulatory mandates | | › | Providing annual recommendations directly to the Personnel & Compensation Committee on Chief Executive Officer compensation | | › | Advising the Corporate Governance Committee on the compensation for the non-executive Chair of the Board and non-employee directors | | › | Providing advice on the company’s compensation peer group | | › | Updating and advising the Personnel & Compensation Committee on key executive compensation trends in the industry and general market | | › | Attending, at the request of the Personnel & Compensation Committee, executive session discussions without the presence of company management | | › | Periodically working directly with company management on behalf of and under the control and supervision of the Personnel & Compensation Committee | | The Personnel & Compensation Committee considered FW Cook’s advice when determining executive compensation plan design and award levels in 2023. | |

  27. Comparative Market Data and Peer Group

    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:

  28. Comparative Market Data and Peer Group

    | 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. |

  29. Comparative Market Data and Peer Group

    | * New additions to peer group |

  30. Comparative Market Data and Peer Group

    | | 2024 PROXY STATEMENT | 33 |

  31. Elements of Compensation

    | 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 › Cash Awards | › Restricted stock aligns with interest of shareholders and facilitates executive officer stock ownership and encourages retention of our management employees › Cash awards reward extraordinary leadership and encourages retention of certain named executive officers | | Benefits | Health, Welfare and Retirement Benefit Plans | › Helps attract and retain highly qualified executives through a variety of employee benefits that demonstrates Delta’s overall commitment to the health and financial wellness of our employees |

  32. Elements of Compensation

    | * Excludes the one-time enhanced award under the 2023 LTIP |

  33. Performance Measure Selection

    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.

  34. Annual Incentive Plan

    Annual Incentive Plan

  35. Annual Incentive Plan

    | Performance Measure | Description | | Financial Performance — Pre-Tax Income | › Closely aligned with the business plan targets presented to the Board of Directors as part of Delta’s operating plan › Also serves as the measure used under the Profit Sharing Program, thereby aligning the interests of Delta management with all employees | | Operational Performance — Delta and Delta Connection | › Based on the broad-based Shared Rewards Program’s on-time arrival, baggage handling, flight completion and net promoter score goals, as well as on-time arrival and flight completion goals for our Delta Connection carriers › Satisfaction of these measures are determined based on the monthly achievement of either internal goals or first place performance relative to airline peers (other than net promoter scores) |

  36. Long-Term Incentive Program

    Long-Term Incentive Program

  37. Long-Term Incentive Program

    | Performance Measure | Description | | Total Revenue per Available Seat Mile (TRASM) | › A unit revenue measure comprised of passenger revenue, revenue from our ancillary businesses and other revenue sources relative to certain airline peers › Encourages focus on achieving top-line revenue growth while emphasizing disciplined capacity growth | | Customer Service Performance | › Based on Delta’s domestic net promoter scores, this measure further emphasizes the importance of earning and maintaining customer preference and loyalty | | Cumulative Free Cash Flow | › Encourages focus on long-term revenue and margin growth and is a measure of our business resilience | | Relative Cumulative Pre-Tax Income Performance | › Compares our pre-tax income relative to certain airline peers encouraging continued industry-leading profits |

  38. Annual Incentive

    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:

  39. Annual Incentive

    | › | The actual MIP award, if any, will be capped at the target award opportunity, even if Delta’s performance for operational and relative financial goals exceeds the target level. | | › | Any awards earned by executive officers will be made in restricted stock that will not vest until there is a payment under the Profit Sharing Program or under certain termination of employment scenarios. |

  40. Annual Incentive

    | ir.delta.com | | 2024 PROXY STATEMENT | 36 |

  41. Annual Incentive

    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.

  42. Annual Incentive

    | (1) This column reflects the percentage of the target award achieved after application of the performance measure weightings applicable to the named executive officers. | | (2) “Pre-tax income” as defined in Delta’s broad-based Profit Sharing Program, means Delta’s annual consolidated pre-tax income calculated in accordance with GAAP and as reported in Delta’s SEC filings, but excluding (a) asset write downs related to long-term assets; (b) gains or losses with respect to special, unusual, or nonrecurring items; and (c) expense accrued with respect to any employee profit sharing plan, program or similar arrangement. |

  43. Annual Incentive

    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.

  44. Annual Incentive

    | Named Executive Officer | Base Salary(1) | Target Award (as % of base salary) | Target Award | Percentage of Target Award Earned | Total 2023 MIP Award | | Mr. Bastian | $950,000 | 200% | $1,900,000 | 142.34% | $2,704,460 | | Mr. Hauenstein | $700,000 | 175% | $1,225,000 | 142.34% | $1,743,665 | | Mr. Carter | $616,667 | 175% | $1,079,167 | 142.34% | $1,536,086 | | Mr. Janki | $650,000 | 175% | $1,137,500 | 142.34% | $1,619,118 | | Mr. Spanos | $361,932 | 175% | $633,381 | 142.34% | $901,554 |

  45. Annual Incentive

    | (1) Reflects base salary earned in 2023 |

  46. Annual Incentive

    | | 2024 PROXY STATEMENT | 37 |

  47. Long-Term Incentives

    Long-Term Incentives

  48. 2023 Long-Term Incentive Program

    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.

  49. 2023 Long-Term Incentive Program

    | Named Executive Officer | Performance Restricted Stock Units | Performance Awards | Restricted Stock | Time-Based Cash Award | Total 2023 LTIP Target Award | | Mr. Bastian | $17,000,000 | $3,500,000 | - | $13,500,000 | $34,000,000* | | Mr. Hauenstein | $8,875,000 | $1,937,500 | - | $5,437,500 | $16,250,000* | | Mr. Carter | $5,600,000 | $1,300,000 | - | $3,800,000 | $10,700,000* | | Mr. Janki | $2,750,000 | $1,375,000 | $1,375,000 | - | $5,500,000 | | Mr. Spanos | $2,750,000 | $1,375,000 | $1,375,000 | - | $5,500,000 |

  50. 2023 Long-Term Incentive Program

    | * The total amounts shown reflect each named executive officer’s regular 2023 LTIP target award and the one-time enhanced awards described in the “Executive Compensation in 2023” section on page 29 of this proxy statement. The amount of their regular 2023 LTIP target awards, which remained unchanged from 2022, is $14 million for Mr. Bastian ($7 million in PRSUs, $3.5 million in performance awards and $3.5 million in time-based cash award), $7.75 million for Mr. Hauenstein ($3.875 in PRSUs, $1.9375 million in performance awards and $1.9375 million in time-based cash award) and $5.2 million for Mr. Carter ($2.6 million in PRSUs, $1.3 million in performance awards and $1.3 million in time-based cash award). |

  51. Performance Restricted Stock Units

    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.

  52. Performance Restricted Stock Units

    | | | Relative Cumulative Pre-Tax Income Performance | | | | | | | | Rank vs. PRSU Industry Group(1) | | | | | | #4 | #3 | #2 | #1 | | Absolute Cumulative Free Cash Flow Performance | $10 billion or more | 100% | 150% | 250% | 300% | | | $8 billion | 50% | 100% | 150% | 200% | | | $6 billion | 0% | 0% | 75% | 100% | | | Below $6 billion | 0% | 0% | 0% | 50% |

  53. Performance Restricted Stock Units

    | (1) The PRSU Industry Group consists of: American Airlines, Southwest Airlines and United Airlines. |

  54. Performance Restricted Stock Units

    | ir.delta.com | | 2024 PROXY STATEMENT | 38 |

  55. Performance Restricted Stock Units

    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:

  56. Performance Restricted Stock Units

    | average Stock Price | ≤ $55.00 | $56.00 | $57.00 | $58.00 | $59.00 | ≥ $60.00 | | PRSU Performance Cap | 200% | 220% | 240% | 260% | 280% | 300% |

  57. 2023 LTIP

    2023 LTIP

  58. 2023 LTIP

    | (1) For purposes of the performance awards, the Industry Group consists of: Alaska Airlines, American Airlines, JetBlue Airways, Southwest Airlines and United Airlines. |

  59. Time-Based Restricted Stock

    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.

  60. The 2021 Long-Term Incentive Program Payouts

    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

  61. Sign-On 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.

  62. Sign-On Award

    | Named Executive Officer | Sign-On Bonus(1) | Initial Equity Award(2) | | Mr. Spanos | $250,000 | $2,000,000 |

  63. Sign-On Award

    | (1) The sign-on bonus is subject to the following repayment conditions: if the executive’s employment is terminated by Delta for cause or by the executive without good reason (a) on or before the first anniversary of his hire date, he will repay the entire after-tax portion of the signing bonus or (b) after the first anniversary but before the second anniversary of the hire date, he will repay the after-tax portion of one-half of the signing bonus. | | (2) The initial equity award will vest in equal installments on the first, second and third anniversaries of the executive’s hire date, subject generally to the executive’s continued employment. For additional information about the possible forfeiture of this initial equity award, see “Post-Employment Compensation—Potential Post-Employment Benefits upon Termination or Change in Control—Long Term Incentive Programs” on page 52. |

  64. Equity Award Grant Policy

    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.

  65. Equity Award Grant Policy

    | ir.delta.com | | 2024 PROXY STATEMENT | 42 |

  66. Post-Employment Compensation

    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.

  67. Summary Compensation Table

    Summary Compensation Table

  68. Summary Compensation Table

    | Name | Year | Salary ($) | Bonus ($)(1)(3) | Signing Bonus ($) | Stock Awards ($)(2)(3)(4) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($)(8) | | Edward H. Bastian Chief Executive Officer | 2023 | 950,000 | 9,600,000 | - | 17,000,280 | - | 6,292,865 | 0 | 371,183 | 34,214,328 | | | 2022 | 950,000 | - | - | 5,700,012 | - | 2,673,562 | 0 | 282,813 | 9,606,387 | | | 2021 | 950,000 | - | - | 4,125,186 | 4,125,062 | 3,038,542 | 0 | 121,630 | 12,360,420 | | Glen W. Hauenstein President | 2023 | 700,000 | 6,050,000 | - | 8,875,069 | - | 3,681,404 | - | 246,035 | 19,552,508 | | | 2022 | 700,000 | - | - | 3,200,168 | - | 1,723,744 | - | 190,645 | 5,814,557 | | | 2021 | 700,000 | - | - | 2,227,680 | 2,227,583 | 1,827,375 | - | 77,212 | 7,059,850 | | Peter W. Carter Executive Vice President - External Affairs | 2023 | 616,667 | 4,200,000 | - | 5,600,409 | - | 2,530,707 | - | 185,893 | 13,133,676 | | | 2022 | 550,000 | - | - | 2,100,097 | - | 1,160,889 | - | 142,045 | 3,953,030 | | | 2021 | 550,000 | - | - | 2,697,084 | 775,092 | 1,121,929 | - | 74,932 | 5,219,037 | | Daniel C. Janki Executive Vice President & Chief Financial Officer | 2023 | 650,000 | - | - | 4,125,123 | - | 3,062,923 | - | 228,079 | 8,066,125 | | | 2022 | 650,000 | - | - | 3,000,076 | - | 1,600,619 | - | 164,828 | 5,415,523 | | | 2021 | 307,765 | - | 1,500,000 | 6,114,459 | 1,125,120 | 1,572,281 | - | 32,776 | 10,652,401 | | Michael L. Spanos Executive Vice President & Chief Operating Officer | 2023 | 361,932 | - | 250,000 | 6,844,062 | - | 901,554 | - | 220,561 | 8,578,109 |

  69. Summary Compensation Table

    | (1) The reported amounts for 2023 in the “Bonus” column include the payment of time-based cash awards granted to the applicable named executive officer under each of Delta’s 2022 and 2023 long-term incentive programs. Mr. Janki and Mr. Spanos did not receive these awards. | | (2) The amounts in the “Stock Awards” and “Option Awards” columns do not represent amounts the named executive officers received or are entitled to receive. Rather, the reported amounts represent the aggregate fair value of awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Stock Compensation (FASB ASC Topic 718) on the applicable grant date or, if earlier, the service inception date. The reported amounts do not reflect the risk the stock and option awards may be forfeited in certain circumstances and, for awards that are subject to performance conditions, the risk there is no payout because the performance conditions are not met. | | The reported amounts for 2023, 2022 and 2021 in the “Stock Awards” and “Option Awards” columns primarily reflect, as applicable, award opportunities under Delta’s long-term incentive programs. For additional information, see footnotes 3 and 4 below. Delta did not grant stock options to any named executive officer in 2022 or 2023. | | (3) The 2023 Long-Term Incentive Program (2023 LTIP) provides our executive officers with a long-term incentive opportunity consisting of performance restricted stock units, cash-settled performance awards and, as applicable, time-based restricted stock or cash awards. See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” on page 38 for details about the 2023 LTIP. | | The reported amounts for 2023 in the “Stock Awards” column include the fair value of the performance restricted stock units and, for Mr. Janki and Mr. Spanos, restricted stock, under the 2023 LTIP, computed in accordance with FASB ASC Topic 718 based on the closing price of Delta common stock on April 19, 2023, the date the 2023 LTIP awards became effective for the named executive officers, other than Mr. Spanos. For Mr. Spanos, the reported amount includes the fair value of performance restricted stock units and restricted stock awards, computed in accordance with FASB ASC Topic 718 based on the closing stock price of Delta common stock on June 14, 2023, the date such awards, including his restricted stock award and 2023 LTIP awards, became effective. | | (4) For awards in the “Stock Awards” column that are subject to performance conditions, the fair value is computed in accordance with FASB ASC Topic 718 based on the probable outcome of the performance conditions as of the applicable grant date or, if earlier, the service inception date. For these purposes, the fair value of the performance restricted stock units under the 2023 LTIP is computed based on performance at the target level. |

  70. Summary Compensation Table

    | | 2024 PROXY STATEMENT | 45 |

  71. Summary Compensation Table

    | If the performance restricted stock units were assumed to pay out at the maximum level, the aggregate fair value of such awards for the named executive officers, which does not include the other components of the 2023 LTIP, would be as follows: |

  72. Summary Compensation Table

    | Name | 2023 ($) | | Edward H. Bastian | 51,000,840 | | Glen W. Hauenstein | 26,625,207 | | Peter W. Carter | 16,801,227 | | Daniel C. Janki | 8,250,246 | | Michael L. Spanos | 9,687,669 |

  73. Summary Compensation Table

    | (5) The reported amounts include awards earned under the 2023 Management Incentive Plan (MIP), which provides our executive officers with an annual incentive opportunity based on the achievement of pre-established performance measures. See “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive” on page 36 for details about the 2023 MIP. In addition, for 2023 and 2021, this column includes amounts earned under the portion of the performance awards granted to the named executive officers (other than Mr. Spanos) under the 2021 LTIP, which consisted of two separate performance periods. The amounts included for (i) 2023 are attributable to performance for the period January 1, 2022 - December 31, 2023 and (ii) 2021 are attributable to performance for the period January 1, 2021 - December 31, 2021. | | (6) The reported amount for 2023 reflects the aggregate change in the actuarial present value for Mr. Bastian’s accumulated benefits under the frozen Delta Retirement Plan measured from December 31, 2022 to December 31, 2023. For this period, the actuarial present value of the accumulated benefits decreased by $420. The other named executive officers are not participants in this plan. See “Post-Employment Compensation—Defined Benefit Pension Benefits” on page 50 for a description of this plan, including its eligibility requirements. | | (7) The reported amounts of all other compensation for 2023 include the following items: |

  74. Summary Compensation Table

    | Name | Contributions to Qualified Defined Contribution Plan ($)(a) | Payment due to IRS limits to Qualified Plan ($)(b) | Reimbursement of Taxes ($)(c) | Payment of Relocation Expenses ($)(d) | Perquisites and Other Benefits ($)(e) | | Edward H. Bastian | 29,700 | 296,421 | 22,864 | - | 22,198 | | Glen W. Hauenstein | 29,700 | 188,437 | 10,474 | - | 17,424 | | Peter W. Carter | 29,700 | 130,280 | 14,253 | - | 11,660 | | Daniel C. Janki | 29,700 | 172,856 | 12,363 | - | 13,160 | | Michael L. Spanos | 29,109 | 2,874 | 1,809 | 186,769 | - |

  75. Summary Compensation Table

    | (a) Represents Delta’s contributions to the Delta 401(k) Retirement Plan, a broad-based tax qualified defined contribution plan, based on the same fixed and matching contribution formula applicable to all participants in this plan. | | (b) Represents amounts paid directly to the named executive officer that Delta would have contributed to the officer’s account under the Delta 401(k) Retirement Plan absent limits applicable to such plans under the Internal Revenue Code. These payments are based on the same fixed and matching contribution formula applicable to all participants in this plan and are available to any plan participant affected by such limits. | | (c) Represents tax reimbursements for flight benefits as described below. | | (d) Represents payment of relocation expenses paid by Delta in connection with Mr. Spanos’ hiring. | | (e) The amounts consist of an annual physical examination for officers (other than for Mr. Carter) and flight benefits as described below. Mr. Spanos did not receive perquisites or other personal benefits with a total incremental cost of $10,000 or more, the threshold for reporting under SEC rules. From time to time, the named executive officers attend events sponsored by Delta at no incremental cost to Delta. | | As is common in the airline industry, Delta provides complimentary travel and certain Delta Sky Club® privileges for named executive officers; the officer’s spouse, domestic partner or designated companion; the officer’s children and parents; and, to a limited extent, other persons designated by the officer. Complimentary travel for such other persons is limited to an aggregate imputed value of $35,000 per year for the Chief Executive Officer and President and $15,000 per year for Executive Vice Presidents. Delta reimburses the officer for associated taxes on complimentary travel with an imputed tax value of up to $40,000 per year for the Chief Executive Officer and President and $20,000 per year for Executive Vice Presidents. Unused portions of the annual allowances described in the previous two sentences accumulate and may be carried into succeeding years during employment. Complimentary travel is provided to the surviving spouse or domestic partner of eligible officers after the eligible officer’s death. Delta will not reimburse surviving spouses or domestic partners for associated taxes on complimentary travel under the survivor travel benefit. Delta’s incremental cost of providing flight benefits includes incremental fuel expense and the incremental cost on a flight segment basis for customer service expenses such as meals, onboard expenses, baggage handling, insurance, airport security and aircraft cleaning. |

  76. Summary Compensation Table

    | (8) The amount in the “Total” column for each named executive officer represents the sum of the amounts in all the other columns. As discussed in footnote (2) above, the amounts in the “Stock Awards” and “Option Awards” columns do not represent amounts the named executive officers received or are entitled to receive. Rather, these amounts represent the aggregate fair value of awards computed in accordance with FASB ASC Topic 718 on the applicable grant date or, if earlier, the service inception date. The amounts do not reflect the risk the awards may be forfeited in certain circumstances and, for awards that are subject to performance conditions, the risk there is no payout because the performance conditions are not met. |

  77. Summary Compensation Table

    | ir.delta.com | | 2024 PROXY STATEMENT | 46 |

  78. Grants of Plan-Based Awards Table

    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.

  79. Grants of Plan-Based Awards Table

    | Name/Type of Award | Grant Date(1) | Date of Personnel & Compensation Committee or Board Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock Awards ($)(5) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Edward H. Bastian | | | | | | | | | | | | 2023 MIP | 1/1/2023 | 2/8/2023 | 950,000 | 1,900,000 | 3,800,000 | | | | | | | 2023 LTIP - Performance Award | 4/19/2023 | 4/19/2023 | 1,750,000 | 3,500,000 | 7,000,000 | | | | | | | 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | 4/19/2023 | | | | 236,575 | 473,150 | 1,419,450 | | 17,000,280 | | Glen W. Hauenstein | | | | | | | | | | | | 2023 MIP | 1/1/2023 | 2/8/2023 | 612,500 | 1,225,000 | 2,450,000 | | | | | | | 2023 LTIP - Performance Award | 4/19/2023 | 4/19/2023 | 968,750 | 1,937,500 | 3,875,000 | | | | | | | 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | 4/19/2023 | | | | 123,505 | 247,010 | 741,030 | | 8,875,069 | | Peter W. Carter | | | | | | | | | | | | 2023 MIP | 1/1/2023 | 2/8/2023 | 539,583 | 1,079,167 | 2,158,334 | | | | | | | 2023 LTIP - Performance Award | 4/19/2023 | 4/19/2023 | 650,000 | 1,300,000 | 2,600,000 | | | | | | | 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | 4/19/2023 | | | | 77,935 | 155,870 | 467,610 | | 5,600,409 | | Daniel C. Janki | | | | | | | | | | | | 2023 MIP | 1/1/2023 | 2/8/2023 | 568,750 | 1,137,500 | 2,275,000 | | | | | | | 2023 LTIP - Performance Award | 4/19/2023 | 4/19/2023 | 687,500 | 1,375,000 | 2,750,000 | | | | | | | 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | 4/19/2023 | | | | 38,270 | 76,540 | 229,620 | | 2,750,082 | | 2023 LTIP - Restricted Stock | 4/19/2023 | 4/19/2023 | | | | | | | 38,270 | 1,375,041 | | Michael L. Spanos | | | | | | | | | | | | 2023 MIP | 6/14/2023 | 2/8/2023 | 316,690 | 633,381 | 1,266,762 | | | | | | | 2023 Restricted Stock | 6/14/2023 | 6/14/2023 | | | | | | | 47,410 | 2,000,228 | | 2023 LTIP - Performance Award | 6/14/2023 | 6/14/2023 | 687,500 | 1,375,000 | 2,750,000 | | | | | | | 2023 LTIP - Performance Restricted Stock Units | 6/14/2023 | 6/14/2023 | | | | 38,270 | 76,540 | 229,620 | | 3,229,223 | | 2023 LTIP - Restricted Stock | 6/14/2023 | 6/14/2023 | | | | | | | 38,270 | 1,614,611 |

  80. Grants of Plan-Based Awards Table

    | (1) For purposes of this column, the grant date for the 2023 MIP is the date the performance period began or, for Mr. Spanos, his hire date. The grant date for the 2023 LTIP is the grant date or, if earlier, the service inception date determined under FASB ASC Topic 718. | | (2) These columns show the annual award opportunities under the 2023 MIP and the long-term award opportunities under the performance award component of the 2023 LTIP. Mr. Spanos’s 2023 MIP award opportunity is prorated to reflect his hire date. For additional information about the 2023 MIP, see “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive” on page 37. For additional information about this component of the 2023 LTIP, see “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” beginning on page 38. | | (3) These columns show the long-term award opportunities under the performance restricted stock units component of the 2023 LTIP. For additional information about this component of the 2023 LTIP, see footnotes 3 and 4 to the Summary Compensation Table and “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” beginning on page 38. | | (4) This column shows the restricted stock component of the 2023 LTIP and, in addition for Mr. Spanos, a restricted stock award. | | (5) The amounts in this column do not represent amounts the named executive officers received or are entitled to receive. Rather, the reported amounts represent the fair value of the awards computed in accordance with FASB ASC Topic 718 on the applicable grant date or, if earlier, the service inception date. The amounts do not reflect the risk that the awards may be forfeited in certain circumstances and, for awards that are subject to performance conditions, the risk there is no payout because the performance conditions are not met. |

  81. Grants of Plan-Based Awards Table

    | | 2024 PROXY STATEMENT | 47 |

  82. Outstanding Equity Awards at Fiscal Year-End Table

    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.

  83. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date(1) | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Edward H. Bastian | | | | | | | | | | | | 2021 LTIP - Restricted Stock | 2/3/2021 | - | - | - | - | - | 25,925 | 1,042,963 | - | - | | 2022 LTIP - Performance Restricted Stock Units | 2/9/2022 | - | - | - | - | - | - | - | 129,900 | 5,225,877 | | 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | - | - | - | - | - | - | - | 473,150 | 19,034,825 | | 2014 LTIP - Performance Stock Options | 2/6/2014 | 71,840 | - | - | 30.89 | 2/5/2024 | - | - | - | - | | 2015 LTIP - Performance Stock Options | 2/5/2015 | 91,710 | - | - | 46.14 | 2/4/2025 | - | - | - | - | | 2016 LTIP - Performance Stock Options | 2/2/2016 | 173,230 | - | - | 43.61 | 2/1/2026 | - | - | - | - | | 2017 LTIP - Performance Stock Options | 2/9/2017 | 206,510 | - | - | 49.33 | 2/8/2027 | - | - | - | - | | 2018 LTIP - Performance Stock Options | 2/8/2018 | 307,040 | - | - | 51.23 | 2/7/2028 | - | - | - | - | | 2019 LTIP - Performance Stock Options | 2/6/2019 | 381,600 | - | - | 50.52 | 2/5/2029 | - | - | - | - | | 2020 LTIP - Performance Stock Options | 2/5/2020 | 369,960 | - | - | 58.89 | 2/4/2030 | - | - | - | - | | 2021 LTIP - Stock Options | 2/3/2021 | 166,367 | 83,183 | - | 39.78 | 2/2/2031 | - | - | - | - | | Glen W. Hauenstein | | | | | | | | | | | | 2021 LTIP - Restricted Stock | 2/3/2021 | - | - | - | - | - | 14,000 | 563,220 | - | - | | 2022 LTIP - Performance Restricted Stock Units | 2/9/2022 | - | - | - | - | - | - | - | 72,930 | 2,933,974 | | 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | - | - | - | - | - | - | - | 247,010 | 9,937,212 | | 2017 LTIP - Performance Stock Options | 2/9/2017 | 123,910 | - | - | 49.33 | 2/8/2027 | - | - | - | - | | 2018 LTIP - Performance Stock Options | 2/8/2018 | 160,200 | - | - | 51.23 | 2/7/2028 | - | - | - | - | | 2019 LTIP - Performance Stock Options | 2/6/2019 | 206,060 | - | - | 50.52 | 2/5/2029 | - | - | - | - | | 2020 LTIP- Performance Stock Options | 2/5/2020 | 199,780 | - | - | 58.89 | 2/4/2030 | - | - | - | - | | 2021 LTIP - Stock Options | 2/3/2021 | 89,840 | 44,920 | - | 39.78 | 2/2/2031 | - | - | - | - |

  84. Outstanding Equity Awards at Fiscal Year-End Table

    | ir.delta.com | | 2024 PROXY STATEMENT | 48 |

  85. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Grant Date(1) | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Peter W. Carter | | | | | | | | | | | | 2021 LTIP - Restricted Stock | 2/3/2021 | - | - | - | - | - | 16,950 | 681,899 | - | - | | 2022 LTIP - Performance Restricted Stock Units | 2/9/2022 | - | - | - | - | - | - | - | 47,860 | 1,925,408 | | 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | - | - | - | - | - | - | - | 155,870 | 6,270,650 | | 2017 LTIP - Performance Stock Options | 2/9/2017 | 39,900 | - | - | 49.33 | 2/8/2027 | - | - | - | - | | 2018 LTIP - Performance Stock Options | 2/8/2018 | 51,580 | - | - | 51.23 | 2/7/2028 | - | - | - | - | | 2019 LTIP - Performance Stock Options | 2/6/2019 | 64,760 | - | - | 50.52 | 2/5/2029 | - | - | - | - | | 2020 LTIP - Performance Stock Options | 2/5/2020 | 69,510 | - | - | 58.89 | 2/4/2030 | - | - | - | - | | 2021 LTIP - Stock Options | 2/3/2021 | 31,260 | 15,630 | - | 39.78 | 2/2/2031 | - | - | - | - | | Daniel C. Janki | | | | | | | | | | | | 2021 - Restricted Stock | 7/19/2021 | - | - | - | - | - | 38,903 | 1,565,068 | - | - | | 2021 LTIP - Restricted Stock | 7/19/2021 | - | - | - | - | - | 10,465 | 421,007 | - | - | | 2022 LTIP - Restricted Stock | 2/9/2022 | - | - | - | - | - | 22,790 | 916,842 | - | - | | 2023 LTIP - Restricted Stock | 4/19/2023 | - | - | - | - | - | 38,270 | 1,539,602 | - | - | | 2022 LTIP - Performance Restricted Stock Units | 2/9/2022 | - | - | - | - | - | - | - | 34,185 | 1,375,263 | | 2023 LTIP - Performance Restricted Stock Units | 4/19/2023 | - | - | - | - | - | - | - | 76,540 | 3,079,204 | | 2021 LTIP - Stock Options | 7/19/2021 | 49,154 | 24,576 | - | 38.56 | 7/18/2031 | - | - | - | - | | Michael L. Spanos | | | | | | | | | | | | 2023 - Restricted Stock | 6/14/2023 | - | - | - | - | - | 47,410 | 1,907,304 | - | - | | 2023 LTIP - Restricted Stock | 6/14/2023 | - | - | - | - | - | 38,270 | 1,539,602 | - | - | | 2023 LTIP - Performance Restricted Stock Units | 6/14/2023 | - | - | - | - | - | - | - | 76,540 | 3,079,204 |

  86. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) For purposes of this column, the grant date for the awards is the grant date or, if earlier, the service inception date determined under FASB ASC Topic 718. | | (2) The 2021 LTIP Stock Options vested in equal installments on February 1, 2022, 2023 and 2024. | | (3) The exercise price of the stock options is the closing price of Delta common stock on the NYSE on the applicable grant date. | | (4) These shares of restricted stock vest as follows: | | 2021 LTIP: 1/2 on February 1, 2022 and 1/4 on each of February 1, 2023 and 2024. | | 2021 Restricted Stock grant to Mr. Janki: In equal installments on July 12, 2022, 2023 and 2024. | | 2022 LTIP: In equal installments on February 1, 2023, 2024 and 2025. | | 2023 LTIP: In equal installments on February 1, 2024, 2025 and 2026. | | 2023 Restricted Stock grant to Mr. Spanos: In equal installments on June 12, 2024, 2025 and 2026. | | Restricted stock is subject to forfeiture in certain circumstances. |

  87. Outstanding Equity Awards at Fiscal Year-End Table

    | | 2024 PROXY STATEMENT | 49 |

  88. Outstanding Equity Awards at Fiscal Year-End Table

    | (5) The amounts in this column for the market value of restricted stock are based on the $40.23 closing price of Delta common stock on the NYSE on December 29, 2023. | | (6) The number of performance restricted stock units and their payout amount, if any, will be determined based on the achievement of pre-established performance measures for the three-year performance period ending (i) December 31, 2024 for the 2022 LTIP and (ii) December 31, 2025 for the 2023 LTIP. The amounts in the column for the market value of performance restricted stock units are based on the $40.23 closing price of Delta common stock on the NYSE on December 29, 2023, and assumes performance at the target level. These awards are subject to forfeiture in certain circumstances and may not pay out if their performance conditions are not met. |

  89. Option Exercises and Stock Vested Table

    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.

  90. Option Exercises and Stock Vested Table

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Edward H. Bastian | - | - | 49,275 | 1,965,580 | | Glen W. Hauenstein | - | - | 26,610 | 1,061,473 | | Peter W. Carter | - | - | 23,443 | 935,141 | | Daniel C. Janki | - | - | 60,763 | 2,737,394 | | Michael L. Spanos | - | - | - | - |

  91. Option Exercises and Stock Vested Table

    | (1) The value realized on vesting is based on the closing price of Delta common stock on the NYSE on the applicable vesting date. These amounts represent the vesting of award opportunities granted in 2020, 2021 and 2022. |

  92. Defined Benefit Pension Benefits

    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.

  93. Defined Benefit Pension Benefits

    | ir.delta.com | | 2024 PROXY STATEMENT | 50 |

  94. Pension Benefits Table

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

  95. Pension Benefits Table

    | Name | Plan Name | Number of Years of Credited Service (as of December 31, 2023)(1) | Present Value of Accumulated Benefits ($)(2) | Payments During Last Fiscal Year | | Mr. Bastian(3) | Delta Retirement Plan | 6 years, 10 months | FAE Formula: 208,563 Cash Balance Formula: 76,367 | 0 |

  96. Pension Benefits Table

    | (1) As discussed above, the Retirement Plan was frozen effective December 31, 2005, and no additional service credit will accrue after that date. All years of service reflected in this column include service until December 31, 2005. | | (2) Benefits were calculated using interest rate and mortality rate assumptions consistent with those used in our financial statements (see “Assumptions” in Note 9 of the Notes to the Consolidated Financial Statements in Delta’s 2023 Form 10-K). In addition, certain individual data were used in developing these values. Benefits accrued under the FAE formula and the cash balance formula are listed separately. For purposes of the FAE formula benefit, the assumed retirement age is 62. The form of benefit payable under the FAE formula for Mr. Bastian is a single life annuity. | | (3) Mr. Bastian resigned from Delta as of April 1, 2005, and rejoined Delta in July 2005. His years of credited service include the 6 years, 5 months of service he had completed as of April 1, 2005. As a result, the portion of his benefit calculated under the FAE formula was determined under the rules applicable to vested employees who terminate their service with Delta prior to early retirement age instead of under the rules applicable to retirees at early retirement age. Accordingly, Mr. Bastian’s benefit is smaller than it would have been had he retired at early retirement age. All benefits earned by Mr. Bastian after he rejoined Delta in July 2005 are based solely on the cash balance formula. |

  97. Potential Post-Employment Benefits upon Termination or Change in Control

    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.

  98. Table Regarding Potential Post-Employment Benefits upon Termination or Change in Control

    Table Regarding Potential Post-Employment Benefits upon Termination or Change in Control The following table describes the termination benefits for each named executive officer, assuming termination of employment on December 31, 2023. Also included is a row that describes the benefits, if any, each named executive officer would have received in connection with a change in control (CIC). Further, because termination is deemed to occur at the end of the workday on December 31, 2023, the named executive officer would have earned his 2023 MIP award and, as applicable, the performance award under the 2021 LTIP, to the extent otherwise payable. Accordingly, these awards are unrelated to the termination of employment. We have not included in this section any benefit that is available generally to all employees on a non-discriminatory basis such as payment of retirement, disability and death benefits. See “Defined Benefit Pension Benefits” on page 50, for a discussion of the benefits accrued for eligible named executive officers under the Delta Retirement Plan. On December 31, 2023, only Mr. Bastian and Mr. Hauenstein were eligible to retire under the definition of retirement described above. The other named executive officers are not eligible to retire under these requirements and, therefore, are not eligible for any retirement-related compensation or benefits.

  99. Table Regarding Potential Post-Employment Benefits upon Termination or Change in Control

    | | | | Equity/Long-Term Non-Equity Incentive/Cash Awards ($) | | | | | | | Name | Termination Scenario | Severance Payment ($)(1) | Performance Restricted Stock Units(2) | Performance Awards(3) | Stock Options(4) | Restricted Stock(5) | Time-Based Cash Awards(6) | Other Benefits ($)(7) | | Mr. Bastian | Without Cause | 5,700,000 | 24,260,702 | 7,200,000 | 37,432 | 1,042,963 | 5,884,615 | 456,006 | | | Resignation for Good Reason | 5,700,000 | 24,260,702 | 7,200,000 | 37,432 | 1,042,963 | 5,884,615 | 456,006 | | | For Cause | - | - | - | - | - | - | - | | | Resignation without Good Reason | - | 13,063,888 | 7,200,000 | 37,432 | 1,042,963 | - | 412,381 | | | Retirement | - | 13,063,888 | 7,200,000 | 37,432 | 1,042,963 | - | 412,381 | | | Death | - | 24,260,702 | 7,200,000 | 37,432 | 1,042,963 | 8,500,000 | - | | | Disability | - | 24,260,702 | 7,200,000 | 37,432 | 1,042,963 | 8,500,000 | 412,381 | | | CIC – Termination without Cause/Resignation for Good Reason | 5,700,000 | 24,260,702 | 7,200,000 | 37,432 | 1,042,963 | 8,500,000 | 456,006 |

  100. Table Regarding Potential Post-Employment Benefits upon Termination or Change in Control

    | ir.delta.com | | 2024 PROXY STATEMENT | 54 |

  101. Table Regarding Potential Post-Employment Benefits upon Termination or Change in Control

    | | | | Equity/Long-Term Non-Equity Incentive/Cash Awards ($) | | | | | | | Name | Termination Scenario | Severance Payment ($)(1) | Performance Restricted Stock Units(2) | Performance Awards(3) | Stock Options(4) | Restricted Stock(5) | Time-Based Cash Awards(6) | Other Benefits ($)(7) | | Mr. Hauenstein | Without Cause | 3,850,000 | 12,871,186 | 3,937,500 | 20,214 | 563,220 | 1,743,750 | 335,340 | | | Resignation for Good Reason | - | 12,871,186 | 3,937,500 | 20,214 | 563,220 | 1,743,750 | 308,760 | | | For Cause | - | - | - | - | - | - | - | | | Resignation without Good Reason | - | 12,871,186 | 3,937,500 | 20,214 | 563,220 | - | 308,760 | | | Retirement | - | 12,871,186 | 3,937,500 | 20,214 | 563,220 | - | 308,760 | | | Death | - | 12,871,186 | 3,937,500 | 20,214 | 563,220 | 1,937,500 | - | | | Disability | - | 12,871,186 | 3,937,500 | 20,214 | 563,220 | 1,937,500 | 308,760 | | | CIC – Termination without Cause/Resignation for Good Reason | 3,850,000 | 12,871,186 | 3,937,500 | 20,214 | 563,220 | 1,937,500 | 335,340 | | Mr. Carter | Without Cause | 2,681,250 | 8,196,058 | 2,700,000 | 7,033 | 681,899 | 900,000 | 144,384 | | | Resignation for Good Reason | - | 8,196,058 | 2,700,000 | 7,033 | 681,899 | 900,000 | - | | | For Cause | - | - | - | - | - | - | - | | | Resignation without Good Reason | - | 4,836,853 | 2,700,000 | 7,033 | 681,899 | - | - | | | Death | - | 8,196,058 | 2,700,000 | 7,033 | 681,899 | 1,300,000 | - | | | Disability | - | 8,196,058 | 2,700,000 | 7,033 | 681,899 | 1,300,000 | - | | | CIC – Termination without Cause/Resignation for Good Reason | 2,681,250 | 8,196,058 | 2,700,000 | 7,033 | 681,899 | 1,300,000 | 144,384 | | Mr. Janki | Without Cause | 2,681,250 | 1,943,243 | 1,458,333 | 34,202 | 3,249,860 | - | 114,033 | | | Resignation for Good Reason | - | 1,943,243 | 1,458,333 | 34,202 | 3,249,860 | - | - | | | For Cause | - | - | - | - | - | - | - | | | Resignation without Good Reason | - | - | - | - | - | - | - | | | Death | - | 4,454,467 | 2,875,000 | 41,042 | 4,442,518 | - | - | | | Disability | - | 4,454,467 | 2,875,000 | 41,042 | 4,442,518 | - | - | | | CIC - Termination without Cause/Resignation for Good Reason | 2,681,250 | 4,454,467 | 2,875,000 | 41,042 | 4,442,518 | - | 114,033 | | Mr. Spanos | Without Cause | 2,681,250 | 1,026,401 | 458,333 | - | 1,542,458 | - | 56,612 | | | Resignation for Good Reason | - | 1,026,401 | 458,333 | - | 1,542,458 | - | - | | | For Cause | - | | - | - | - | - | - | | | Resignation without Good Reason | - | | - | - | - | - | - | | | Disability | - | 3,079,204 | 1,375,000 | - | 3,446,906 | - | - | | | Death | - | 3,079,204 | 1,375,000 | - | 3,446,906 | - | - | | | CIC – Termination without Cause/Resignation for Good Reason | 2,681,250 | 3,079,204 | 1,375,000 | - | 3,446,906 | - | 56,612 |

  102. Table Regarding Potential Post-Employment Benefits upon Termination or Change in Control

    | (1) The severance payment, if applicable, represents the following for each named executive officer: (i) Mr. Bastian: 24 months of base salary and 200% of his MIP target award, which is 200% of his base salary; (ii) Mr. Hauenstein: 24 months of base salary and 200% of his MIP target award, which is 175% of his base salary; and (iii) for Mr. Carter, Mr. Janki and Mr. Spanos: 18 months of base salary and 150% of their MIP target award, which is 175% of their base salary. | | (2) The value of the performance restricted stock units in the table is based on the $40.23 closing price of Delta common stock on the NYSE on December 29, 2023, and assumes performance at the target level. | | (3) The value of the performance awards in the table is based on payment at the target level. | | (4) We used intrinsic value for the stock options. The exercise price for the unexercisable stock options outstanding on December 31, 2023, was (1) $39.78 for the options granted on February 3, 2021 and (2) $38.56 for the options granted on July 19, 2021. | | (5) The values in this table for restricted stock are based on the $40.23 closing price of Delta common stock on the NYSE on December 29, 2023. | | (6) Mr. Janki and Mr. Spanos did not receive time-based cash awards under the 2022 LTIP or 2023 LTIP. | | (7) Other benefits include company-paid healthcare coverage, outplacement services and post-employment flight benefits. For Mr. Bastian and Mr. Hauenstein only, they are eligible for Retiree Flight Benefits. The Retiree Flight Benefits reflected for each named executive officer were determined by using the following assumptions for each officer: (1) Flight Benefits continue for the life expectancy of the officer measured using a mortality table that calculates the average life expectancy to be 20.5 years; (2) the level of usage of Retiree Flight Benefits for each year is the same as the officer’s actual usage of Flight Benefits during 2023; (3) the incremental cost to Delta of Retiree Flight Benefits for each year is the same as the actual incremental cost incurred by Delta for the officer’s Flight Benefits in 2023; and (4) the value of Retiree Flight Benefits includes a tax gross up equal to 60% of the lesser of (i) the officer’s actual usage of Flight Benefits in 2023 and (ii) the annual tax reimbursement allowance (as described in footnote 7(e) to the Summary Compensation Table). On the basis of these assumptions, we determined the value of Retiree Flight Benefits for each applicable named executive officer by calculating the present value of the benefit over the officer’s life expectancy using a discount rate of 5.59%. |

  103. Table Regarding Potential Post-Employment Benefits upon Termination or Change in Control

    | | 2024 PROXY STATEMENT | 55 |

  104. CEO Pay Ratio

    CEO Pay Ratio Under rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are required to calculate and disclose the total compensation paid to our median employee as well as the ratio of the pay of our Chief Executive Officer to the median employee. For 2023: the annual total compensation of the employee identified at median of all our employees other than our Chief Executive Officer was $101,947; the annual total compensation of our Chief Executive Officer, Ed Bastian, was $34,214,328; and the ratio of the annual total compensation of our Chief Executive Officer to the median of the total annual compensation of all our employees was estimated to be 336 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported here, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. As permitted by SEC rules, our median employee for 2023 is the same employee identified for 2022 because we determined that there have been no changes in our employee population or employee compensation arrangements during 2023 that would significantly impact this pay ratio disclosure. After identifying the median employee, we calculated the annual total compensation for our median employee based on the rules used for calculating our Chief Executive Officer’s compensation in the Summary Compensation Table, as required. Because SEC rules require us to include the value of certain benefits we provide in the Summary Compensation Table calculation, the compensation reported for the median employee is higher than the compensation reported in Box 5 of the employee’s W-2.

  105. Supplemental CEO Pay Ratio

    Supplemental CEO Pay Ratio In order to give additional context to the 2023 CEO pay ratio reported above and our Chief Executive Officer’s annual total compensation for 2023, we are providing a supplemental ratio that compares Mr. Bastian’s 2023 annual total compensation, excluding the one-time enhanced award granted to him under Delta’s 2023 long-term incentive program, to the median employee’s annual total compensation. For a discussion about this one-time enhanced award, see the “Executive Compensation in 2023” section of this proxy statement on page 29. We believe that this supplemental ratio reflects a more representative comparison. After excluding the value of this award as reported in the Summary Compensation Table, Mr. Bastian’s annual total compensation was $19,214,290. The resulting supplemental pay ratio is 188 to 1.

  106. Pay Versus Performance

    Pay Versus Performance The following disclosure has been prepared in accordance with the SEC’s pay versus performance rules in Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by the named executive officers or how the Personnel & Compensation Committee evaluates compensation decisions. For discussion of how the Personnel & Compensation Committee seeks to align pay with performance when making compensation decisions, see the “Compensation Discussion & Analysis” section of this proxy statement beginning on page 27. The following tables and related disclosures provide information about (i) the total compensation (SCT Total) of our principal executive officer (PEO) and the non-PEO named executive officers (Other NEOs) as presented in the Summary Compensation Table on page 45; (ii) the “compensation actually paid” (CAP) to our PEO and the Other NEOs, as calculated pursuant to Item 402(v) of Regulation S-K; (iii) certain financial performance measures; and (iv) the relationship of CAP to those financial performance measures.

  107. Pay Versus Performance

    | ir.delta.com | | 2024 PROXY STATEMENT | 56 |

  108. Pay Versus Performance Table

    Pay Versus Performance Table

  109. Pay Versus Performance Table

    | | | | Average Summary Compensation | Average Compensation | Value of Initial Fixed $100 Investment on December 31, 2019 Based On: | | | | | Year (a) | Summary Compensation Table Total for PEO(1) ($) (b) | Compensation Actually Paid to PEO(2) ($) (c) | Table Total for Non-PEO Named Executive Officers(1)(2) ($) (d) | Actually Paid to Non-PEO Named Executive Officers(1)(2) ($) (e) | Total Shareholder Return(3) ($) (f) | Peer Group Total Shareholder Return(3) ($) (g) | Net Income(4) ($) (millions) (h) | Pre-Tax Income(5) ($) (millions) (i) | | 2023 | 34,214,328 | 39,811,315 | 12,332,605 | 14,136,612 | 70 | 63 | 4,609 | 7,021 | | 2022 | 9,606,387 | 7,613,922 | 5,087,831 | 3,861,941 | 57 | 48 | 1,318 | 3,619 | | 2021 | 12,360,420 | 11,616,466 | 6,115,487 | 6,028,546 | 68 | 74 | 280 | (3,144) | | 2020 | 13,134,012 | 3,817,481 | 4,254,247 | 1,507,079 | 69 | 76 | (12,385) | (8,881) |

  110. Pay Versus Performance Table

    | (1) The PEO reflected in columns (b) and (c) is Edward H. Bastian for all years shown and the Other NEOs reflected in columns (d) and (e) represent the following individuals for each of the years shown: | | 2023: Glen W. Hauenstein, Peter W. Carter, Daniel C. Janki and Michael L. Spanos | | 2022: Glen W. Hauenstein, Alain M. Bellemare, Peter W. Carter and Daniel C. Janki | | 2021: Glen W. Hauenstein, Alain M. Bellemare, Peter W. Carter, Daniel C. Janki, William C. Carroll and Garrett L. Chase | | 2020: Glen W. Hauenstein, Peter W. Carter, Rahul D. Samant, William C. Carroll, Garrett L. Chase, Paul A. Jacobson and W. Gil West |

  111. Pay Versus Performance Table

    | (2) The table below describes the adjustments, each of which is required by SEC rules, to calculate the CAP amounts from the SCT Totals of our PEO (columns (b) and (c)) and the average CAP amounts from the average SCT Totals of the Other NEOs (columns (d) and (e)). The SCT Totals and CAP amounts do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable years. |

  112. Pay Versus Performance Table

    | Adjustments | 2023 ($) | | | | PEO | Other NEOs Average | | SCT Total | 34,214,328 | 12,332,605 | | (Deduct) aggregate change in actuarial present value included in SCT Total for covered fiscal year | - | - | | Add pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in covered fiscal year(a) | - | - | | (Deduct) aggregate value of stock awards and option awards included in SCT Total for covered fiscal year | (17,000,280) | (6,361,166) | | Add fair value at year-end of awards granted during covered fiscal year that are outstanding and unvested as of end of covered fiscal year | 19,034,825 | 6,838,195 | | Add/(Deduct) change in fair value as of end of covered fiscal year (from end of prior fiscal year) for awards granted in any prior fiscal year that are outstanding and unvested at end of covered fiscal year | 2,517,287 | 883,540 | | Add fair value at vesting date for awards that are granted and vested in the same year | - | - | | Add/(Deduct) change in fair value as of vesting date (from end of prior fiscal year) of awards granted in prior fiscal years that vested at end of or during covered fiscal year | 918,050 | 398,617 | | (Deduct) fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during covered fiscal year | - | - | | Add dividends or other earnings paid on awards in covered fiscal year if not otherwise included in SCT Total for covered fiscal year | 127,105 | 44,821 | | CAP Amount | 39,811,315 | 14,136,612 |

  113. Pay Versus Performance Table

    | (a) There is no added pension service cost for any of the years shown, as the benefits were frozen in 2005. None of the Other NEOs are eligible for pension benefits. |

  114. Pay Versus Performance Table

    | | 2024 PROXY STATEMENT | 57 |

  115. Pay Versus Performance Table

    | (3) Amounts rounded to nearest whole dollar amount. The peer group used in this disclosure is the NYSE ARCA Airline Index, which is the same peer group used in Item 5 of our Form 10-K. | | (4) Reflects after-tax net income attributable to shareholders prepared in accordance with GAAP for each of the years shown. | | (5) Pre-Tax Income is the financial measure from the tabular list of Financial Performance Measures below that in Delta’s assessment represents the most important financial performance measure used by the company to link CAP for the named executive officers to Delta’s performance for the displayed years. This financial measure is also the measure used under our broad-based Profit Sharing Program, thereby aligning the interest of Delta management with our employees. Pre-Tax Income as used in this proxy statement is a non-GAAP financial measure. |

  116. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Non-employee director compensation is approved by the Board of Directors, based on recommendations of the Corporate Governance Committee. In 2023, the Corporate Governance Committee engaged outside compensation consultant Frederic W. Cook & Co., Inc. (FW Cook) to assist the Committee in an assessment of the compensation program for outside directors. FW Cook reviewed our director compensation against the same 21 companies (including three airlines) in the peer group used for executive compensation purposes by our Personnel & Compensation Committee in 2023 and against other market data. Because of significant changes made in 2022, the Corporate Governance Committee did not recommend any changes to compensation for outside directors in 2023. The Board of Directors accepted the recommendation. The Performance Compensation Plan limits equity awards to non-employee directors to $1 million. Employee directors continue to receive no additional pay for Board service. Non-employee directors are eligible to receive the following for their service on the Board of Directors:

  117. DIRECTOR COMPENSATION

    | Annual Board Member Retainer: | $110,000 (payable in quarterly installments) for each non-employee director other than the non-executive Chair of the Board $180,000 (payable in quarterly installments) for the non-executive Chair of the Board | | Annual Committee Chair Cash Retainer: | $20,000, except $30,000 for Audit Committee Chair (payable in quarterly installments) | | Annual Board Member Equity Grant: | $190,000 in restricted stock that vests at or shortly before the next annual meeting of shareholders, subject to the director’s continued service on the Board of Directors on the vesting date. Dividends, to the extent approved, accrue on these awards and are paid upon vesting of the restricted stock. | | Annual Non-Executive Chair of the Board Equity Grant: | $320,000 in restricted stock with the same vesting schedule as the annual Board equity grant. | | Expense Reimbursements: | Reimbursement of reasonable expenses incurred in attending meetings. | | Matching Gifts for Education Program: | Directors (and all employees and retirees) are eligible to participate in a program under which The Delta Air Lines Foundation matches 100% of contributions to eligible public and private, accredited, non-profit, educational institutions, pre-kindergarten through post-graduate, up to a $5,000 cap per individual director (and employee or retiree) per calendar year. |

  118. DIRECTOR COMPENSATION

    As is common in the airline industry, Delta provides complimentary travel and certain Delta Sky Club® privileges for members of the Board of Directors; the director’s spouse, domestic partner or designated companion; the director’s children and parents; and, to a limited extent, other persons designated by the director (Director Flight Benefits). Complimentary travel for such other persons is limited to an aggregate imputed value of $20,000 per year. Delta reimburses the director for associated taxes on complimentary travel with an imputed tax value of up to $25,000 per year. Unused portions of the annual allowances described in the previous two sentences accumulate and may be carried into succeeding years during Board service. Mr. Hazleton is not eligible to receive flight benefits other than those he receives as a Delta employee. Complimentary travel is provided to an eligible director’s surviving spouse or domestic partner after the eligible director’s death. Delta will not reimburse the surviving spouse or domestic partner for associated taxes on complimentary travel under the survivor travel benefit. A director who retires from the Board at or after age 52 with at least ten years of service as a director, at or after age 68 with at least five years of service as a director, or at his or her mandatory retirement date, may continue to receive Director Flight Benefits during retirement, except the unused portion of the annual allowances does not accumulate into succeeding years (Retired Director Flight Benefits) and the director will not receive reimbursement for taxes for Retired Director Flight Benefits. A director is not eligible to receive Retired Director Flight Benefits if the director engages in certain wrongful acts.

  119. DIRECTOR COMPENSATION

    | ir.delta.com | | 2024 PROXY STATEMENT | 60 |

  120. Director Compensation Table

    Director Compensation Table The following table sets forth the compensation paid to non-employee members of Delta’s Board of Directors for 2023.

  121. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | | Francis S. Blake | 100,000 | 0 | 0 | 0 | 0 | 3,108 | 103,108 | | Greg Creed | 110,000 | 190,000 | 0 | 0 | 0 | 5,709 | 305,709 | | David G. DeWalt | 130,000 | 190,000 | 0 | 0 | 0 | 14,776 | 334,776 | | William H. Easter III | 140,000 | 190,000 | 0 | 0 | 0 | 1,859 | 331,859 | | Leslie M. Hale | 110,000 | 190,000 | 0 | 0 | 0 | 24,642 | 324,642 | | Michael P. Huerta | 115,000 | 190,000 | 0 | 0 | 0 | 6,994 | 311,994 | | Jeanne P. Jackson | 110,000 | 190,000 | 0 | 0 | 0 | 43,689 | 343,689 | | George N. Mattson | 97,500 | 190,000 | 0 | 0 | 0 | 34,142 | 321,642 | | Vasant M. Prabhu | 82,500 | 190,000 | 0 | 0 | 0 | 652 | 273,152 | | Sergio A. L. Rial | 130,000 | 190,000 | 0 | 0 | 0 | 0 | 320,000 | | David S. Taylor | 155,000 | 320,000 | 0 | 0 | 0 | 10,582 | 485,582 | | Kathy N. Waller | 110,000 | 190,000 | 0 | 0 | 0 | 8,441 | 308,441 |

  122. Director Compensation Table

    | (1) As Delta employees, Mr. Bastian and Mr. Hazleton were not separately compensated for their service on the Board of Directors in 2023. Mr. Bastian’s compensation is included in the Summary Compensation Table on page 45. Mr. Hazleton’s compensation is described in “Proposal 1 — Election of Directors” on page 62. | | (2) On June 15, 2023, the Board of Directors granted 4,440 shares of restricted stock to each non-employee director at that date. This award vests on June 14, 2024, subject to continued Board service on that date. Mr. Taylor received an additional grant of 3,030 shares as compensation for service as non-executive Chair of the Board, subject to vesting on the same schedule as described above. The “Stock Awards” column shows the fair value of the restricted stock granted to each non-employee director in 2023 as determined under FASB ASC Topic 718, based on date of the grant. | | (3) The amounts in this column for each non-employee director represent reimbursement of taxes associated with Director Flight Benefits. The amounts for Ms. Hale, Ms. Jackson and Mr. Mattson also includes the incremental cost of Director Flight Benefits of $11,035, $23,584 and $21,129, respectively. No other non-employee director received perquisites or other personal benefits with a total incremental cost of $10,000 or more, the threshold for reporting under SEC rules. From time to time, directors attend events sponsored by Delta at no incremental cost to Delta. |

  123. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  124. PROPOSAL 1 — ELECTION OF DIRECTORS

    | | WHAT AM I VOTING ON? | | We are seeking your support for the election of 12 director nominees whom the Board, acting on the recommendation of the Corporate Governance Committee, has nominated to serve on the Board of Directors for a one-year term. | |

  125. PROPOSAL 1 — ELECTION OF DIRECTORS

    All Delta directors are elected annually. At the annual meeting, each director nominee will be elected by the vote of a majority of the votes cast. This means the number of votes cast “for” a director nominee must exceed 50% of the votes cast with respect to that director nominee (excluding abstentions). Each director who is elected will hold office until the next annual meeting of shareholders and the election and qualification of his or her successor, or until such director’s earlier death, disqualification, resignation or removal. See pages 78 - 81 for more information about voting at the annual meeting. Delta’s Bylaws provide that any director not receiving a majority of the votes cast at the annual meeting must offer to tender his or her resignation to the Board of Directors. The Corporate Governance Committee will make a recommendation to the Board of Directors whether to accept the resignation. The Board will consider the recommendation and publicly disclose its decision within 90 days after the certification of the election results.

  126. 2024 Nominees for Director

    2024 Nominees for Director After considering the recommendations of the Corporate Governance Committee, the Board set the number of directors at 12 as of the date of the annual meeting and nominated all current directors to stand for re-election, except Mr. Easter and Ms. Jackson who are completing their service at the annual meeting. The Board believes that each of the nominees is qualified to serve as a director and will be able to stand for election. If not, the Board may name a substitute nominee or reduce the number of directors. If a substitute is named, the proxies will vote for the substitute nominee. In addition to the specific skills and experience for each independent director nominee listed in the chart on the following pages, qualifications of each nominee that were considered by the Board follow each nominee’s biographical description on the following pages.

  127. ALPA Nominee

    ALPA Nominee Delta, the Air Line Pilots Association, International (ALPA), the collective bargaining representative for Delta pilots, and the Delta Master Executive Council, the governing body of the Delta unit of ALPA (Delta MEC), have an agreement whereby Delta agrees (1) to cause the election to the Board of Directors of a Delta pilot designated by the Delta MEC who is not a member or officer of the Delta MEC or an officer of ALPA (Pilot Nominee); (2) at any meeting of shareholders at which the Pilot Nominee is subject to election, to re-nominate the Pilot Nominee or nominate another qualified Delta pilot designated by the Delta MEC to be elected to the Board of Directors and to use its reasonable best efforts to cause such person to be elected to the Board; and (3) in the event of the Pilot Nominee’s death, disability, resignation, removal or failure to be elected, to elect promptly to the Board a replacement Pilot Nominee designated by the Delta MEC to fill the resulting vacancy. Pursuant to this provision, the Delta MEC has designated Christopher A. Hazleton to be nominated for election to the Board at the annual meeting. The compensation of Mr. Hazleton as a Delta pilot is determined under the collective bargaining agreement between Delta and ALPA. During 2023, Mr. Hazleton received $563,445 in compensation (which includes: $393,153 in flight earnings, $19,037 in shared rewards/profit sharing payments, $67,567 in Delta contributions related to defined contribution plans, and $83,688 in connection with a one-time payment made to all pilots upon ratification of a new pilot agreement in 2023). As a Delta pilot representative on the Board, Mr. Hazleton is not separately compensated for his service as a director.

  128. ALPA Nominee

    | ir.delta.com | | 2024 PROXY STATEMENT | 62 |

  129. ALPA Nominee

    | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING NOMINEES: |

  130. ALPA Nominee

    | EDWARD H. BASTIAN | | | | Age: 66 Joined Delta’s Board: February 5, 2010 | BIOGRAPHY: Mr. Bastian has been the Chief Executive Officer of Delta since May 2016. He served as the President of Delta from 2007 to May 2016. Mr. Bastian was also Chief Financial Officer of Delta from 2007 to 2008; Executive Vice President and Chief Financial Officer of Delta from 2005 to 2007; Chief Financial Officer of Acuity Brands from June 2005 to July 2005; Senior Vice President - Finance and Controller of Delta from 2000 to 2005 and Vice President and Controller of Delta from 1998 to 2000. | | | | QUALIFICATIONS: Mr. Bastian has over twenty years of experience as a Delta officer, including serving as Delta’s Chief Executive Officer, President and Chief Financial Officer. Mr. Bastian’s accounting and finance background also provides financial and strategic expertise to the Board of Directors. | | | | PUBLIC DIRECTORSHIPS: Grupo Aeroméxico, S.A.B. de C.V. (2012 - 2022) | AFFILIATIONS: Member, Board of Trustees of The Woodruff Arts Center |

  131. ALPA Nominee

    | MARIA BLACK | | | | Age: 50 Joined Delta’s Board: April 26, 2024 | BIOGRAPHY: Ms. Black has been the President and Chief Executive Officer of Automatic Data Processing, Inc. (ADP), a leading global technology company providing human capital management (HCM) solutions, since January 2023. She previously served as President of ADP from January 2022 to January 2023, and held various positions of increasing responsibility across the entirety of ADP’s global portfolio since joining the company in 1996, including as President, Worldwide Sales and Marketing from 2020 to 2022, President, Small Business Solutions and Human Resources Outsourcing from 2017 to 2020, President, ADP TotalSource from 2014 to 2016, General Manager, ADP United Kingdom from 2013 to 2014, and General Manager, Employer Services - TotalSource Western Central Region from 2008 to 2013. | | | | QUALIFICATIONS: Ms. Black has substantial expertise in the technology and human capital management industry, serving as President and Chief Executive Officer and other key roles at ADP. She has extensive experience in sales, product implementation and operations, having overseen all aspects of sales, marketing and business operations. Her deep experience and understanding of technology, human capital management and client service, as well as her service on the Board of Directors of ADP, will provide valuable expertise to Delta’s Board of Directors. Ms. Black was recommended to the Board’s Corporate Governance Committee as a new director by a third party search firm. | | | | PUBLIC DIRECTORSHIPS: Automatic Data Processing, Inc. | AFFILIATIONS: Trustee, ADP Foundation Member, American Heart Association’s CEO Roundtable Member, Business Roundtable Member, The Business Council |

  132. ALPA Nominee

    | | 2024 PROXY STATEMENT | 63 |

  133. ALPA Nominee

    | WILLIE CW CHIANG | | | | Age: 63 Joined Delta’s Board: April 26, 2024 | BIOGRAPHY: Mr. Chiang serves as the Chairman and Chief Executive Officer of Plains All American Pipeline, L.P. (Nasdaq: PAA), and its general partner holding company Plains GP Holdings, L.P. (Nasdaq: PAGP). PAA is a publicly traded master limited partnership that owns and operates midstream energy infrastructure and provides logistics services for crude oil, natural gas liquids and natural gas. He has held the position of Chief Executive Officer of PAA and PAGP since October 2018, Chairman since January 2020 and has served as a director of PAA and PAGP since February 2017. Mr. Chiang previously served as Executive Vice President and Chief Operating Officer of PAA and PAGP from January 2018 until October 2018 and as Executive Vice President and Chief Operating Officer for the company's U.S. operating and commercial activities from August 2015 through December 2017. He joined PAA and PAGP in 2015 from Occidental Petroleum Corporation, where he served as Executive Vice President, Operations from 2012 until 2015. From 1996 until 2012, he served in various positions at ConocoPhillips and predecessors, including as Senior Vice President - Refining, Marketing, Transportation, and Commercial. Mr. Chiang started his career in refining with Chevron in 1981. | | | | QUALIFICATIONS: Mr. Chiang's extensive experience in the energy industry provides expertise in a key area for the Board. He also has substantial leadership experience as a senior executive at multiple companies, including currently as Chief Executive Officer of PAA and PAGP, as well as board service. Mr. Chiang was recommended to the Board's Corporate Governance Committee as a new director by another director. | | | | PUBLIC DIRECTORSHIPS: Plains All American Pipeline, L.P. and Plains GP Holdings, L.P. | AFFILIATIONS: Board of Trustees, United Way of Greater Houston Board of Trustees, Performing Arts Houston Member, Energy Advisory Council of the Federal Reserve Bank of Dallas |

  134. ALPA Nominee

    | GREG CREED | | | | Age: 66 Joined Delta’s Board: April 21, 2022 Committees: Audit; Personnel & Compensation | BIOGRAPHY: Mr. Creed served as Chief Executive Officer of Yum! Brands, Inc., a global operator of quick service restaurants, from January 2015 until his retirement in December 2019. He also served as a member of the Board of Directors of Yum! Brands from November 2014 to May 2020. Mr. Creed served as Chief Executive Officer of Taco Bell Division from January 2011 to December 2014 and as President and Chief Concept Officer of Taco Bell U.S. from December 2006 to December 2010 after holding various other positions of increasing responsibility with the company since 1994. Mr. Creed is the founder of Creed UnCo, a consulting business focused on culture and leadership, brand building and franchising. He also currently serves as advisor to the Chief Executive Officer and Board of Directors of Thanx Inc. | | | | QUALIFICATIONS: Mr. Creed has extensive experience in marketing and operations as a former senior executive at a leading operator of quick service restaurants operating globally. Additionally, Mr. Creed has experience as a member of the boards of directors of other public companies where he serves on the human resources and finance committees. | | | | PUBLIC DIRECTORSHIPS: Whirlpool Corporation Aramark Corporation Sow Good Inc. (2020 - 2022) Yum! Brands, Inc. (2014 - 2020) | AFFILIATIONS: Director, Girls Inc. of Orange County |

  135. ALPA Nominee

    | ir.delta.com | | 2024 PROXY STATEMENT | 64 |

  136. ALPA Nominee

    | DAVID G. DEWALT | | | | Age: 60 Joined Delta’s Board: November 22, 2011 Committees: Corporate Governance (Chair); Audit; Safety & Security | BIOGRAPHY: Mr. DeWalt is the Founder, Managing Director and Chief Executive Officer of NightDragon Security, a venture capital and advisory firm focused on cybersecurity, safety, security and privacy. He also serves as a Managing Director of AllegisCyber Capital, an early-stage cybersecurity venture capital firm. Mr. DeWalt previously served as the Executive Chairman of FireEye, Inc., a global network cybersecurity company. He served as FireEye’s Chief Executive Officer from November 2012 to June 2016 and Chairman of the Board from June 2012 to January 2017. Mr. DeWalt was President and Chief Executive Officer of McAfee, Inc., a security technology company, from 2007 until 2011 when McAfee, Inc. was acquired by Intel Corporation. From 2003 to 2007, Mr. DeWalt held executive positions with EMC Corporation, a provider of information infrastructure technology and solutions, including serving as Executive Vice President and President - Customer Operations and Content Management Software. | | | | QUALIFICATIONS: Mr. DeWalt has substantial expertise in the information technology security industry and has strategic and operational experience as the current Chief Executive Officer of NightDragon Security and the former Chief Executive Officer of FireEye, Inc. and McAfee, Inc. Mr. DeWalt has served on the audit, compensation and governance committees of the boards of other public companies. | | | | PUBLIC DIRECTORSHIPS: Five9, Inc. NightDragon Acquisition Corp. (2017 - 2022) ForgeRock Inc. (2017 - 2022) Forescout Technologies, Inc. (2015 – 2020) | AFFILIATIONS: Vice Chair, CISA Cybersecurity Advisory Committee Member, National Security Telecommunications Advisory Committee |

  137. ALPA Nominee

    | LESLIE D. HALE | | | | Age: 52 Joined Delta’s Board: April 21, 2022 Committees: Finance; Safety & Security | BIOGRAPHY: Ms. Hale has been President and Chief Executive Officer of RLJ Lodging Trust, a publicly-traded lodging real estate investment trust, since August 2018. She previously served as Chief Operating Officer, Chief Financial Officer and Executive Vice President of RLJ Lodging Trust from 2016 to 2018, and Chief Financial Officer, Executive Vice President and Treasurer from 2011 to 2016. Ms. Hale served as Chief Financial Officer and Senior Vice President of Real Estate and Finance of RLJ Development from 2007 until the formation of RLJ Lodging Trust in 2011 and Vice President (and previously Director) of Real Estate and Finance for RLJ Development from 2005 to 2007. From 2002 to 2005, she held various positions of increasing responsibility within the global financial services divisions of General Electric Company. | | | | QUALIFICATIONS: Ms. Hale has substantial leadership experience as a senior executive in the lodging real estate industry, with skills in real estate, corporate finance, mergers and acquisitions, capital markets, strategic planning and other public company matters. Ms. Hale also has experience as a member of the boards of directors of public companies where she has served on the audit and finance committees. | | | | PUBLIC DIRECTORSHIPS: RLJ Lodging Trust Macy’s Inc. (2015 - 2023) | AFFILIATIONS: Vice Chair, Board of Trustees of Howard University Immediate Past Chair, Board of Directors of the American Hotel & Lodging Association Director, Federal Reserve Bank of Richmond (Baltimore Branch) |

  138. ALPA Nominee

    | | 2024 PROXY STATEMENT | 65 |

  139. ALPA Nominee

    | CHRISTOPHER A. HAZLETON | | | Age: 56 Joined Delta’s Board: June 20, 2019 Committee: Safety & Security | BIOGRAPHY: Mr. Hazleton is a Delta pilot and currently a Captain flying the Airbus 330 aircraft. Mr. Hazleton was a Northwest Airlines pilot from 1999 until he became a Delta pilot upon Northwest’s merger with Delta. He was nominated by the Delta MEC as the Pilot Nominee. He also previously served as the Chairman of the Delta MEC Strategic Planning Committee. | | | QUALIFICATIONS: As a pilot designated by the Delta MEC to serve on the Board of Directors, Mr. Hazleton provides a unique perspective into the operations of the airline industry and related labor relations matters. | | | AFFILIATIONS: Chairman, Board of the Delta Pilots Charitable Fund |

  140. ALPA Nominee

    | MICHAEL P. HUERTA | | | | Age: 67 Joined Delta’s Board: April 20, 2018 Committees: Safety & Security (Chair); Audit; Corporate Governance | BIOGRAPHY: Mr. Huerta currently serves as a transportation industry consultant. Mr. Huerta completed a five-year term as Administrator of the Federal Aviation Administration (FAA) in January 2018. Before being named as Administrator, Mr. Huerta served as Acting Administrator of the FAA from 2011 to 2013 and FAA Deputy Administrator from 2010 to 2011. Mr. Huerta served as Executive Vice President and Group President of the Transportation Solutions Group at Affiliated Computer Services, Inc. (now Conduent) from 2008 to 2009 and Senior Vice President and Managing Director, Transportation Solutions of ACS Government Solutions from 2002 to 2008. | | | | QUALIFICATIONS: As head of the FAA, Mr. Huerta led a complex organization responsible for the safety and efficiency of civil aviation in the U.S. Throughout his career, he has held key transportation industry roles in both the public and private sectors. | | | | PUBLIC DIRECTORSHIPS: Joby Aviation, Inc. Verra Mobility Corporation | AFFILIATIONS: Fellow of the Royal Aeronautical Society |

  141. ALPA Nominee

    | ir.delta.com | | 2024 PROXY STATEMENT | 66 |

  142. ALPA Nominee

    | VASANT M. PRABHU | | | | Age: 64 Joined Delta’s Board: April 27, 2023 Committees: Finance; Safety & Security | BIOGRAPHY: Mr. Prabhu served as the Chief Financial Officer and Vice Chairman of Visa Inc. from 2015 and 2019, respectively, until his retirement from the company in September 2023. Mr. Prabhu previously served as Chief Financial Officer for NBCUniversal Media, LLC from May 2014 to February 2015, Chief Financial Officer and Vice Chairman of Starwood Hotels & Resorts Worldwide, Inc. from 2004 to May 2014 and Executive Vice President and Chief Financial Officer of Safeway, Inc. from 2000 to 2004. | | | | QUALIFICATIONS: Mr. Prabhu has extensive financial experience as the Chief Financial Officer of a number of large public companies, as well as substantial global management experience. His sophisticated understanding of complex accounting and financial matters provides valuable expertise to the Board of Directors. | | | | PUBLIC DIRECTORSHIPS: Kenvue Inc. Mattel, Inc. (2007-2020) | AFFILIATIONS: Trustee, The Brookings Institution |

  143. ALPA Nominee

    | SERGIO A. L. RIAL | | | | Age: 63 Joined Delta’s Board: December 9, 2014 Committees: Personnel & Compensation (Chair); Corporate Governance; Finance | BIOGRAPHY: Mr. Rial serves as Chairman of the Board of Vibra Energia SA, a Brazilian energy company and Vice Chairman of the Board of BRF S.A., a global food processing company based in Brazil. He also serves as Chairman of the Board of Ebury Partners, a financial services company specialized in international payments, collections and foreign exchange services. Mr. Rial previously was the Chief Executive Officer of Banco Santander (Brasil), a subsidiary of Banco Santander, from 2016 to 2022, before transitioning to the role of Chairman of the Board from 2022 to early 2023. From 2012 to February 2015, Mr. Rial was Chief Executive Officer of Marfrig Global Foods, one of the world’s largest meat companies with operations in Brazil and 15 other countries. Prior to joining Marfrig in 2012, Mr. Rial served in various leadership capacities with Cargill, Inc., a Minneapolis-based global provider of food, agriculture, financial and industrial products and services. At Cargill, Mr. Rial served as Chief Financial Officer from 2009 to 2011 and Executive Vice President from 2011 to 2012. He was also a member of Cargill’s board of directors from 2010 to 2012. From 2002 to 2004, Mr. Rial was a senior managing director and co-head of the Investment Banking Division at Bear Stearns & Co. in New York after serving at ABN AMRO Bank N.V. for 18 years. | | | | QUALIFICATIONS: Mr. Rial has extensive managerial and board-level experience at global businesses, particularly in the key market of Latin America, and has substantial financial experience as a former Chief Financial Officer of a global corporation. He has also served on boards of directors of public companies in the food and agricultural industry. | | | | PUBLIC DIRECTORSHIPS: BRF S.A. Vibra Energia SA Banco Santander (Brasil) S.A. (2018 - 2023) and Banco Santander S.A. (2020 - 2023) | AFFILIATIONS: Global Board Member, The Nature Conservancy |

  144. ALPA Nominee

    | | 2024 PROXY STATEMENT | 67 |

  145. ALPA Nominee

    | DAVID S. TAYLOR | | | | Age: 66 Joined Delta’s Board: August 7, 2019 Committees: Finance (Chair); Corporate Governance; Personnel & Compensation | BIOGRAPHY: Mr. Taylor serves as Senior Operating Advisor to funds managed by Clayton, Dubilier & Rice, a private investment firm. He served as the Executive Chairman of the Board of Directors of The Procter & Gamble Company from November 2021 to June 2022. He previously served as President and Chief Executive Officer of Procter & Gamble from 2015 to November 2021 and as Chairman of the Board from 2016 to November 2021. Mr. Taylor joined Procter & Gamble in 1980 and held numerous positions of increasing responsibility in North America, Europe and Asia, including serving as Group President-Global Beauty, Grooming & Healthcare, Group President-Global Health & Grooming, Group President-Global Home Care and President-Global Family Care. | | | | QUALIFICATIONS: Mr. Taylor has extensive leadership experience, including as the Executive Chairman of the Board and former Chief Executive Officer of Procter & Gamble, and extensive experience in a complex global business particularly in the key market of Europe. As part of this experience, Mr. Taylor has developed expertise in marketing, innovation and consumer trends. Mr. Taylor also served on the board of directors of a global automotive systems supplier, giving him additional insight into complex global operations. | | | | PUBLIC DIRECTORSHIPS: The Procter & Gamble Company (2015 - 2022) | AFFILIATIONS: Member, Board of Trustees of Duke University |

  146. ALPA Nominee

    | KATHY N. WALLER | | | | Age: 65 Joined Delta’s Board: July 24, 2015 Committees: Audit; Corporate Governance; Personnel & Compensation | BIOGRAPHY: Ms. Waller is the Executive Director of the Atlanta Committee for Progress. Ms. Waller has served as an executive coach for The ExCo Group (f/k/a Merryck & Co. Americas) since 2019. From 2014 until her retirement in March 2019, Ms. Waller served as Executive Vice President and Chief Financial Officer of The Coca-Cola Company. From May 1, 2017 until her retirement, Ms. Waller assumed expanded responsibility for Coca-Cola’s strategic governance areas when she was also appointed to serve as President, Enabling Services. Ms. Waller joined Coca-Cola in 1987 as a senior accountant and assumed roles of increasing responsibility during her career, including Vice President, Finance and Controller. | | | | QUALIFICATIONS: Ms. Waller has extensive financial experience with a global business enterprise, including her role as Chief Financial Officer. Ms. Waller’s accounting and finance background provides financial and strategic expertise to the Board of Directors. | | | | PUBLIC DIRECTORSHIPS: Beyond Meat, Inc. CGI Inc. Cadence Bank (2019 - 2024) Monster Beverage Corporation (2015 - 2019) | AFFILIATIONS: Member, Board of Trustees of Spelman College Member, Board of Trustees of University of Rochester Officer, Governing Board of Woodruff Arts Center |

  147. ALPA Nominee

    | ir.delta.com | | 2024 PROXY STATEMENT | 68 |