DEF 14A of Delta Air Lines, Inc., Apr 25, 2025

DEF 14A of Delta Air Lines, Inc.

Filed Apr 25, 2025 · FY20240001308179-25-000514

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

  3. PROPOSAL 1 - Election of Directors

    | | Committee Chair |

  4. PROPOSAL 1 - Election of Directors

    | * 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. |

  5. PROPOSAL 1 - Election of Directors

    | | 2025 PROXY STATEMENT | 7 |

  6. PROPOSAL 1 - Election of Directors

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

  7. Board of Directors

    Board of Directors

  8. Board of Directors

    | 12 | | 2025 PROXY STATEMENT | ir.delta.com |

  9. QUALIFICATIONS, SKILLS AND EXPERIENCES INDEPENDENT DIRECTOR NOMINEES COLLECTIVELY POSSESS

    QUALIFICATIONS, SKILLS AND EXPERIENCES INDEPENDENT DIRECTOR NOMINEES COLLECTIVELY POSSESS

  10. QUALIFICATIONS, SKILLS AND EXPERIENCES INDEPENDENT DIRECTOR NOMINEES COLLECTIVELY POSSESS

    | See the matrix on page 17 for a description of these qualifications, skills and experiences that the Board believes are important for effective governance of Delta. |

  11. Corporate Governance Highlights

    Corporate Governance Highlights

  12. Corporate Governance Highlights

    | Independent Oversight | › 12 of 14 director nominees are independent (all except the CEO and ALPA nominee) › Independent non-executive Chair with clearly defined and robust responsibilities › Active Board oversight of strategy, safety, risk management, information technology and cybersecurity matters, environmental sustainability and human capital management | | Board Composition and Refreshment | › Regular Board refreshment and mix of tenure and diversity of experiences, perspectives and backgrounds (5 of our independent director nominees joined in the last 3 years) › Robust annual self-evaluations of Board and Board committees › Retirement age of 72 for outside directors › Outside Board members encouraged to limit participation on other boards | | Shareholders Rights and Accountability | › Annual election of all directors › Proxy access right for shareholders › Majority vote and director resignation policy for directors in uncontested elections › Shareholders constituting more than 20% of our outstanding common stock can call a special meeting › One class of outstanding shares with each share entitled to one vote › No shareholder rights plan (poison pill) or supermajority voting | | Other Leading Governance Practices | › Ongoing comprehensive succession planning for management › Anti-hedging and anti-pledging policy for all employees and Board › Prohibition on ownership of specific airline competitors’ stock by Board and officers › Robust stock ownership and retention guidelines for Board and executive officers › No employment agreements or supplemental executive retirement plans for officers › Transparent political activity, environmental sustainability, human capital and other disclosures available through our website |

  13. Corporate Governance Highlights

    | | 2025 PROXY STATEMENT | 15 |

  14. Corporate Governance Highlights

    During 2024, the Board of Directors met five times. Each director who served on the Board during 2024 attended at least 75% of the meetings of the Board of Directors and the committees on which he or she served that were held during his or her tenure on the Board or relevant committee. The Board members also participated in informal update calls with management in months in which the Board did not have formal meetings. It is the Board’s policy that directors are encouraged to attend the annual meeting. All of Delta’s directors attended the annual meeting in 2024. During the year, the Board routinely held executive sessions without the Chief Executive Officer. Mr. Taylor presided at these sessions as non-executive Chair of the Board.

  15. Board Leadership Structure

    Board Leadership Structure For many years our Board has chosen to elect an independent, non-executive Chair of the Board separate from our Chief Executive Officer. We believe the non-executive Chair of the Board plays an important governance leadership role that enhances long-term shareholder value.

  16. Board Leadership Structure

    | The Chair’s responsibilities include: › chairing meetings of non-management directors (executive sessions) › presiding at the annual meeting of shareholders › briefing the Chief Executive Officer on issues raised in executive sessions › in collaboration with the Corporate Governance Committee, committee chairs, the Chief Executive Officer and the Executive Vice President - Chief External Affairs Officer, setting Board agendas and strategic discussions and providing a review of pre-meeting materials delivered to directors › overseeing annual Board, committee and Chief Executive Officer performance evaluations and succession planning › managing the Board and committee oversight of risks › recommending appropriate governance policies and practices, including committee structure and responsibilities › overseeing the avoidance of conflicts of interest › in collaboration with the Chair of the Corporate Governance Committee, recommending Board committee and committee chair assignments › facilitating director discussions inside and outside the boardroom, managing the relationship between the Chief Executive Officer and the Board, consulting with the Chief Executive Officer and serving as a counterweight as appropriate › overseeing the process for selecting new Board members in collaboration with the Chair of the Corporate Governance Committee › calling meetings of the Board and shareholders › engaging with shareholders on behalf of the Board as appropriate › carrying out other duties requested by the Chief Executive Officer and the Board |

  17. Board Leadership Structure

    | 16 | | 2025 PROXY STATEMENT | ir.delta.com |

  18. Qualifications, Skills and Experiences of Director Nominees

    Qualifications, Skills and Experiences of Director Nominees The following matrix shows the qualifications, 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 description of these qualifications, skills and experiences. 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 of experiences, perspectives and backgrounds. This commitment enables the Board to represent Delta’s customers, employees and management, as well as the long-term interests of our shareholders.

  19. Qualifications, Skills and Experiences of Director Nominees

    | Qualifications, Skills and Experiences Relevant to Delta | | | | | | | | | | | | | | Senior Leadership/Risk Management Experience as a senior leader at one or more large organizations combined with experience overseeing enterprise risk enhances the Board’s ability to advise and oversee Delta’s leadership. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Airline/Transportation Industry Experience as a business leader or regulator in the aviation or other related industries provides the Board with a better understanding of the industry’s unique challenges and developments. | | | | | | | ● | | | | | | | Marketing/Brand Management/Data as Customer Engagement Tool Expertise in marketing or experience managing well-known brands, including through the use of data analytics, helps the Board support Delta’s trusted consumer brand. | ● | ● | | ● | | | | ● | | | ● | | | Finance/Accounting Leadership in capital markets, finance or accounting enhances oversight of Delta’s financial reporting and controls, and provides expertise in capital allocation and long-term strategy. | | | | | | ● | | ● | ● | ● | | ● | | Technology/Cybersecurity/Digital Experience in technology, cybersecurity or data analytics helps evaluate technological innovations (including artificial intelligence) and assists with oversight of cyber and technology risk. | ● | ● | | | ● | | | | | | | | | Energy/Sustainability Senior experience in the energy industry or experience in sustainability matters provides expertise in key areas for Delta given the company’s exposure to the energy industry and its sustainability goals and strategy. | ● | | ● | | | | | | | | | | | Global Business Senior experience managing multinational businesses provides perspectives on international business practices and cultures, which is relevant to Delta given our global presence and network. | ● | ● | ● | ● | ● | | | ● | ● | ● | ● | ● | | Government Affairs/Legal Affairs/Global Security Senior experience in public sector, legal affairs or global security institutions provides the Board with insight into government policies and regulations, as well as public policy issues relevant to Delta’s business. | | | ● | | ● | | ● | | | | | | | Board Membership Directors who serve, or have served, on the boards of directors of other public companies possess an understanding of corporate governance practices, and relevant trends and insights, bringing additional perspectives. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Diversity Racial, ethnic and gender diversity allows the Board to better represent Delta’s customers, employees and management. | | ● | ● | | | ● | ● | ● | ● | ● | | ● |

  20. Qualifications, Skills and Experiences of Director Nominees

    | The Board believes that the combination of qualifications, 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 matrix 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 60. |

  21. Qualifications, Skills and Experiences of Director Nominees

    | | 2025 PROXY STATEMENT | 17 |

  22. 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 18, 2025, by each current director, each person named in the Summary Compensation Table in this proxy statement (including one former executive officer of Delta who left Delta during 2024) 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.

  23. Directors and Executive Officers

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

  24. 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 18, 2025. | | (2) Mr. Bastian is also a named executive officer. | | (3) Includes the following number of shares of common stock which a named executive officer has the right to acquire upon the exercise of stock options that were exercisable as of April 18, 2025, or that will become exercisable within 60 days after that date: |

  25. Directors and Executive Officers

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

  26. Directors and Executive Officers

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

  27. Directors and Executive Officers

    | 24 | | 2025 PROXY STATEMENT | ir.delta.com |

  28. Our Employee Commitment

    | Investing in our People in 2024 | | | In addition to a 5% pay increase to eligible employees in April 2024, Delta invested in our people in the following ways in 2024: | | | | Profit Sharing Program Paying $1.4 billion in February 2025 under the Profit Sharing Program in recognition of the achievements of our employees that made Delta the most profitable airline in 2024. This was the second consecutive year in which we shared over $1 billion of profits with our people. Since 2015, we have shared $10 billion in profit sharing payments with our employees worldwide—and, for 2024, Delta continues to lead the industry in profit sharing, with this year’s total greater than the pool of all U.S. peer airlines combined. | | | Shared Rewards Program Awarding $86 million under Delta’s broad-based operational incentive program (Shared Rewards Program) thanks to the hard work of our employees meeting key operational performance goals during 2024 (on-time arrival, baggage handling, flight completion and net promoter score) recognizing that superior performance by our frontline employees directly affects customer satisfaction. | | | Physical, Emotional and Social Wellness Investing over $60 million in employees’ total wellness through enhanced mental health benefits; a health concierge service to navigate the complex healthcare system; expanded maternity, parental and bonding leave; new fertility, adoption and surrogacy benefits; and additional care-giving resources for working families. | | | Financial Wellness Contributing over $14 million to the emergency savings account of over 14,000 employees under its Emergency Savings Program, which allows employees who complete financial coaching, education and savings requirements to receive up to $1,000 from Delta directly into their emergency savings account. This is in addition to the over $1.1 billion Delta contributed to our broad-based defined contribution plans. |

  29. Executive Compensation in 2024

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

  30. Executive Compensation in 2024

    Our annual and long-term incentive plans recognize our executives’ leadership and commitment to Delta, while continuing to place the majority of their compensation at-risk with stretch performance measures that reward exceptional performance and provide long-term value to our shareholders. In setting compensation for 2024, the Personnel & Compensation Committee, in consultation with its compensation consultant, considered the company’s long-term business strategy and commitment to closely align executive officer compensation with the company’s performance. As Delta pivoted over the past five years from survival, to recovery, to stabilization and now to differentiation and durability, the Personnel & Compensation Committee adjusted the awards for named executive officers to reflect their contributions to the company’s industry leading performance, taking into account shareholder feedback. For 2024, the Personnel & Compensation Committee set awards for the named executive officers at levels consistent with past practices, and did not grant any enhanced long-term incentive awards that had been granted in 2023.

  31. Executive Compensation in 2024

    | › | Changes to Long-Term Incentive Plans. The current structure of our incentive plans was retained, with adjustments that reflect the company’s commitment to our pay for performance philosophy. |

  32. Executive Compensation in 2024

    | › | For the 2024 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. |

  33. Executive Compensation in 2024

    | › | To further encourage the strengthening of our financial foundation and our position as the leader in the airline industry, the performance measures for the 2024 LTIP performance restricted stock unit awards were revised. We continued to measure our cumulative pre-tax income relative to our comparable airline peers and cumulative free cash flow. However, the maximum payout of such awards was reduced from 300% to 200%, and to further align the interest of the named executives with our shareholders, we eliminated average stock price measures and added a relative total shareholder return (TSR) performance modifier—as described more fully below in the “Performance Measure Selection” section on page 33 of this proxy statement. |

  34. Executive Compensation in 2024

    | › | No increases to the base salary and annual incentive plan target award opportunities for Mr. Bellemare, Mr. Carter and Mr. Janki; and |

  35. Administration of the Executive Compensation Program

    | INDEPENDENT COMPENSATION CONSULTANT | | In 2024, after considering the factors provided under the NYSE listing standards and Item 407(e)(3)(iii) of 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 2024. |

  36. Executive Compensation Philosophy and Objectives

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

  37. 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, the Personnel & Compensation Committee, in consultation with its compensation consultant, conducted a comprehensive review of our compensation peer group and revised its peer group selection criteria to reflect Delta’s strategy to focus on enhancing our digital technology capabilities and developing premium global brand strength. As a result of this review, the Committee revised our compensation peer group beginning with 2023 compensation decisions. Our current 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. We believe our peer group, which is indicated below, reflects the market in which we may compete for business, investor capital and/or executive talent and aligns with the Personnel & Compensation Committee’s peer group selection criteria. The peer group was used when the Committee was determining executive compensation for 2024. The companies in our peer group are:

  38. 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. |

  39. Comparative Market Data and Peer Group

    | | 2025 PROXY STATEMENT | 31 |

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

  41. 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 2024, the Personnel & Compensation Committee continued to approach its performance measure evaluation with a focus on further strengthening Delta’s competitive advantages. To achieve our mission that no one better connects the world, the company’s 2024 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 2024 Flight Plan objectives included: widen our lead as the airline of choice for our customers, run the industry’s best operation at full scale, reduce debt and invest in our future. The mix of absolute and relative performance included in our 2024 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. For 2024, the Personnel & Compensation Committee retained the same performance measures under the annual incentive plan. Additionally, the performance metrics and structure for the performance award component of the long-term incentive program remained the same for 2024, with a slight modification to reinstate Transatlantic and Latin America net promoter score goals, consistent with our pre-pandemic executive compensation structures. The Personnel & Compensation Committee continued to believe that superior performance in these performance measures should ultimately produce sustainable long-term shareholder returns. The Personnel & Compensation, however, made adjustments to the performance measures for the performance restricted stock units (PRSUs) component of the 2024 long-term incentive program. For the three-year performance period beginning in 2024, the Personnel & Compensation Committee believed that our executive officer’s longer-term focus should pivot from stabilization to growth. The Committee adopted performance measures for the PRSUs that balanced three of the company’s main priorities: growing earnings, lowering capital expenditures and generating shareholder return. As a result the Committee decided to emphasize the importance of (1) increasing the company’s free cash flow; (2) remaining the most profitable airline in the industry, by measuring our pre-tax income over the performance period relative to select airline peers; and (3) aligning with shareholder interests by modifying payouts if Delta’s TSR over the performance period relative to select airline peers falls above or below a predefined rank. 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.

  42. Annual Incentive Plan

    Annual Incentive Plan

  43. 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 which is absolute only) |

  44. Long-Term Incentive Program

    Long-Term Incentive Program

  45. 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, Transatlantic and Latin America 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 | | Relative Total Shareholder Return | › Aligns with shareholders by measuring stock price appreciation plus reinvested dividends over the long term relative to select airline peers. |

  46. Annual Incentive

    Annual Incentive The 2024 Management Incentive Plan (2024 MIP) links pay and performance by providing management employees with a compensation opportunity based on Delta’s achievement of short-term business goals in 2024. The 2024 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 2024 MIP are provided in cash. However, to provide further alignment between our executive officers and our people, the executive officers’ 2024 MIP awards are subject to the following conditions if there is no Profit Sharing Program payout to employees for the year:

  47. 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. |

  48. Annual Incentive

    | 34 | | 2025 PROXY STATEMENT | ir.delta.com |

  49. Annual Incentive

    The following chart shows the performance measures for the named executive officers under the 2024 MIP and the actual performance for each measure for 2024.

  50. 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. |

  51. Annual Incentive

    The target award opportunities under the 2024 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 2023 target award opportunities (as a percentage of base salary) were maintained for the named executive officers in 2024. Summarized in the table below are the 2024 MIP awards earned by each named executive officer. Because there was a payout under the Profit Sharing Program for 2024, payments under the 2024 MIP were made in cash.

  52. Annual Incentive

    | Named Executive Officer | Base Salary(1) | Target Award (as % of base salary) | Target Award | Percentage of Target Award Earned(2) | Total 2024 MIP Award | | Mr. Bastian | $991,250 | 200% | $1,982,500 | 130.93% | $2,595,613 | | Mr. Hauenstein | $745,833 | 175% | $1,305,208 | 130.93% | $1,708,860 | | Mr. Bellemare | $650,000 | 150% | $975,000 | 130.93% | $1,276,531 | | Mr. Carter | $650,000 | 175% | $1,137,500 | 130.93% | $1,489,286 | | Mr. Janki | $650,000 | 175% | $1,137,500 | 130.93% | $1,489,286 | | Mr. Spanos(3) | $433,333 | 175% | $758,334 | 130.93% | $992,858 |

  53. Annual Incentive

    | (1) Reflects base salary earned in 2024. | | (2) Percentage reflects rounding, the actual payout percentage was 130.92625%. | | (3) As a result of his departure from the company on September 1, 2024, Mr. Spanos received a prorated 2024 MIP award for the time spent in his position. |

  54. Annual Incentive

    | | 2025 PROXY STATEMENT | 35 |

  55. Long-Term Incentives

    Long-Term Incentives

  56. 2024 Long-Term Incentive Program

    2024 Long-Term Incentive Program The 2024 Long-Term Incentive Program (2024 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 relative TSR 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 2024 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 2024 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 relative total shareholder return. This mix and the other terms of the 2024 LTIP are intended to drive year-over-year improvements in financial, operational and customer performance.

  57. 2024 Long-Term Incentive Program

    | Named Executive Officer | Performance Restricted Stock Units | Performance Awards | Restricted Stock | Total 2024 LTIP Target Award | | Mr. Bastian | $7,307,500 | $3,653,750 | $3,653,750 | $14,615,000 | | Mr. Hauenstein | $3,875,000 | $1,937,500 | $1,937,500 | $7,750,000 | | Mr. Bellemare | $1,500,000 | $1,500,000 | $1,500,000 | $4,500,000 | | Mr. Carter | $2,600,000 | $1,300,000 | $1,300,000 | $5,200,000 | | Mr. Janki | $2,750,000 | $1,375,000 | $1,375,000 | $5,500,000 | | Mr. Spanos(1) | $2,750,000 | $1,375,000 | $1,375,000 | $5,500,000 |

  58. 2024 Long-Term Incentive Program

    | (1) As a result of his departure from the company on September 1, 2024, Mr. Spanos’ 2024 LTIP awards will be prorated for the time spent in his position. |

  59. 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 cumulative pre-tax income performance relative to the PRSU Industry Group and Delta’s cumulative free cash flow performance over the three-year performance period ending December 31, 2026, subject to a relative TSR modifier. 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 2027.

  60. 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 | $11 billion or more | 75% | 100% | 150% | 200% | | | $9 billion | 50% | 75% | 100% | 150% | | | $7 billion | 0% | 50% | 75% | 100% | | | Below $7 billion | 0% | 0% | 50% | 75% |

  61. Performance Restricted Stock Units

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

  62. Performance Restricted Stock Units

    | 36 | | 2025 PROXY STATEMENT | ir.delta.com |

  63. Performance Restricted Stock Units

    Performance restricted stock units include a relative TSR modifier to further link awards to shareholder value creation. The number of shares earned from PRSU awards will be reduced or increased if total shareholder return over the three-year performance period relative to select airline peers falls outside a defined range. Specifically, after the performance results are certified, the award will be modified up or down as follows, if applicable.

  64. Performance Restricted Stock Units

    | TSR Rank v. Industry Group(1) | Modifier (Percentage Points) | | 1 | +10% | | 2 | +10% | | 3 | 0% | | 4 | 0% | | 5 | -10% | | 6 | -10% |

  65. Performance Restricted Stock Units

    | (1) The Industry Group for purposes of the PRSU TSR modifier consists of: Alaska Airlines, American Airlines, JetBlue Airways, Southwest Airlines and United Airlines. |

  66. Time-Based Restricted Stock

    Time-Based Restricted Stock The 2024 LTIP provides that restricted stock awards will vest in three equal installments on each of February 1, 2025, February 1, 2026 and February 1, 2027, 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.

  67. Time-Based Restricted Stock

    | | 2025 PROXY STATEMENT | 37 |

  68. The 2022 Long-Term Incentive Program Payouts

    The 2022 Long-Term Incentive Program Payouts In 2022, the Personnel & Compensation Committee granted Mr. Bastian, Mr. Hauenstein, Mr. Carter, Mr. Bellemare and Mr. Janki performance restricted stock units and cash performance awards under the 2022 Long-Term Incentive Program (2022 LTIP). We reported these award opportunities in our 2022 proxy statement. Mr. Spanos did not receive a 2022 LTIP award because he was hired in 2023. The payout of the performance restricted stock units is based on Delta’s adjusted diluted earnings per share (EPS) recovery relative to the PRSU Industry Group (measured based on each airline’s EPS in 2024 versus 2019), and subject to modification based on Delta’s absolute EPS recovery. 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 cumulative free cash flow over a three-year performance period ending December 31, 2024. Summarized in the chart below are the performance results certified by the Personnel & Compensation Committee for the performance restricted stock units and the performance awards under the 2022 LTIP and the resulting percentage of target award opportunity earned for each performance period.

  69. 2022 PERFORMANCE RESTRICTED STOCK UNITS

    2022 PERFORMANCE RESTRICTED STOCK UNITS

  70. 2022 PERFORMANCE RESTRICTED STOCK UNITS

    | Relative EPS Recovery - Ranking v. PRSU Industry Group(1) | 250% |

  71. 2022 PERFORMANCE RESTRICTED STOCK UNITS

    | | | | Actual: #1 | | | | | | | 50% | 100% | 200% | 250% | | #4 | #3 | #2 | #1 |

  72. 2022 PERFORMANCE RESTRICTED STOCK UNITS

    | Absolute EPS - Modifier | +8% |

  73. 2022 PERFORMANCE RESTRICTED STOCK UNITS

    | Actual: $6.61(2) | | |

  74. 2022 PERFORMANCE RESTRICTED STOCK UNITS

    | -50% | 0% | 50% | | ≤ $5.61 | $6.47 | ≥ $7.32 |

  75. 2022 PERFORMANCE RESTRICTED STOCK UNITS

    | Total Percentage of Target Award Achieved | 258% |

  76. 2022 PERFORMANCE RESTRICTED STOCK UNITS

    | (1) PRSU Industry Group: American Airlines, Southwest Airlines and United Airlines | | (2) EPS, for purposes of Relative EPS Recovery and Absolute EPS, is the Non-GAAP financial measure that Delta reports to investors as adjusted diluted earnings per share in its earnings releases and certain other filings with the SEC, subject to additional adjustments by the Personnel & Compensation Committee for comparability with the PRSU Industry Group. |

  77. Equity Award Grant Policy

    Equity Award Grant Policy Delta’s equity award grant policy provides objective and standardized criteria for the timing, practices and procedures used in granting equity awards. Under this policy, the Personnel & Compensation Committee generally will consider approval of annual equity awards for management employees in the first quarter of the calendar year. However, if circumstances arise and the Personnel & Compensation Committee determines that it is advisable to grant equity awards at another time, it may decide to do so. 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. Although Delta does not currently grant stock option awards to employees, the equity award grant policy prohibits the granting of stock options or option-like instruments to officers who are subject to Section 16 of the Securities Act of 1933 during the period starting four business days before and ending one business day after the filing of Delta’s 10-K or Form 10-Q or the filing or furnishing of a Form 8-K that discloses material non-public information.

  78. 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 49.

  79. Summary Compensation Table

    Summary Compensation Table

  80. Summary Compensation Table

    | Nae | Year | Salary ($) | Bonus ($)(1) | 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 | 2024 | 991,250 | 8,500,000 | 10,961,648 | - | 6,295,983 | 0 | 368,188 | 27,117,069 | | | 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 | | Glen W. Hauenstein President | 2024 | 745,833 | 1,937,500 | 5,812,758 | - | 3,709,060 | - | 251,133 | 12,456,284 | | | 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 | | Alain Bellemare Executive Vice President & President - International | 2024 | 650,000 | - | 3,000,470 | - | 2,776,681 | - | 220,174 | 6,647,325 | | | 2023 | 650,000 | - | 3,000,155 | - | 2,831,620 | - | 210,833 | 6,692,608 | | | 2022 | 650,000 | - | 3,000,076 | - | 1,371,959 | - | 146,180 | 5,168,215 | | Peter W. Carter Executive Vice President - Chief External Affairs Officer | 2024 | 650,000 | 1,300,000 | 3,900,772 | - | 2,889,426 | - | 222,603 | 8,962,801 | | | 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 | | Daniel C. Janki Executive Vice President & Chief Financial Officer | 2024 | 650,000 | - | 4,125,546 | - | 2,989,436 | - | 234,724 | 7,999,706 | | | 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 | | Michael L. Spanos Former Executive Vice President & Chief Operating Officer | 2024 | 433,333 | - | 4,125,546 | - | 992,858 | - | 2,980,523 | 8,532,260 | | | 2023 | 361,932 | 250,000 | 6,844,062 | - | 901,554 | - | 220,561 | 8,578,109 |

  81. Summary Compensation Table

    | (1) The reported amounts for 2023 and 2024 in the “Bonus” column include the payment of time-based cash awards granted to Mr. Bastian, Mr. Hauenstein and Mr. Carter under each of Delta’s 2022 and 2023 long-term incentive programs. None of the other named executive officers received these time-based cash awards. The reported amount for 2023 in the “Bonus” column for Mr. Spanos reflects a one-time cash signing bonus. | | (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 2024, 2023 and 2022 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. | | (3) The 2024 Long-Term Incentive Program (2024 LTIP) provides our executive officers with a long-term incentive opportunity consisting of performance restricted stock units, and cash-settled performance awards. See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” on page 36 for details about the 2024 LTIP. The reported amounts for 2024 in the “Stock Awards” column include the fair value of the performance restricted stock units and restricted stock, under the 2024 LTIP, computed in accordance with FASB ASC Topic 718 based on the closing price of Delta common stock on February 7, 2024, the date the 2024 LTIP awards became effective for the named executive officers. | | (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 2024 LTIP is computed based on performance at the target level. |

  82. Summary Compensation Table

    | 42 | | 2025 PROXY STATEMENT | ir.delta.com |

  83. 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 2024 LTIP, would be as follows: |

  84. Summary Compensation Table

    | Name | 2024 ($) | | Edward H. Bastian | 14,615,531 | | Glen W. Hauenstein | 7,750,075 | | Alain Bellemare | 3,000,470 | | Peter W. Carter | 5,200,761 | | Daniel C. Janki | 5,500,728 | | Michael L. Spanos | 5,500,728 |

  85. Summary Compensation Table

    | (5) The reported amounts include awards earned under the 2024 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 34 for details about the 2024 MIP. In addition, for 2024, this column includes amounts earned under the portion of the performance awards granted to our executive officers under the 2022 LTIP attributable to the performance for the period from January 1, 2022 to December 31, 2024. | | (6) The reported amount for 2024 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, 2023 to December 31, 2024. For this period, the actuarial present value of the accumulated benefits decreased by $14,901. The other named executive officers are not participants in this plan. See “Post-Employment Compensation—Defined Benefit Pension Benefits” on page 48 for a description of this plan, including its eligibility requirements. | | (7) The reported amounts of all other compensation for 2024 include the following items: |

  86. 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) | Post-Employment Payments ($)(e) | Perquisites and Other Benefits ($)(f) | | Edward H. Bastian | 31,050 | 301,564 | 23,863 | | - | 11,712 | | Glen W. Hauenstein | 31,050 | 193,005 | 15,909 | | - | 11,169 | | Alain Bellemare | 31,050 | 152,353 | 16,516 | | - | 20,254 | | Peter W. Carter | 31,050 | 165,698 | 12,428 | | - | 13,427 | | Daniel C. Janki | 31,050 | 173,171 | 16,071 | | - | 14,432 | | Michael L. Spanos | 31,050 | 95,511 | 43,408 | 41,893 | 2,752,595 | 16,066 |

  87. 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, for Messrs. Bastian, Hauenstein, Bellemare, Carter and Janki. For Mr. Spanos, the total amount reported includes tax reimbursement for flight benefits and company-paid relocation expenses in the amount of $13,763 and $29,644, respectively. | | (d) Represents payment for relocation expenses paid by Delta in connection with Mr. Spanos’ hiring. | | (e) Represents amounts paid to Mr. Spanos under (1) the Delta Air Lines, Inc. Officer and Director Severance Plan of $2,681,251 and (2) Delta’s standard vacation and paid time off policy for all terminated and retired employees. In connection with Mr. Spanos’ departure from the company on September 1, 2024, he was entitled to payment of his earned but unused vacation and paid time off days in the amount of $71,344. | | (f) The amounts consist of an annual physical examination (for Mr. Bellemare, Mr. Carter and Mr. Janki only) and flight benefits as described below. 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. |

  88. 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. |

  89. Summary Compensation Table

    | | 2025 PROXY STATEMENT | 43 |

  90. 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 2024 under the 2024 MIP and the 2024 LTIP. 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 36.

  91. Grants of Plan-Based Awards Table

    | | | 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 ($)(5) | | Name/Type of Award | Grant Date(1) | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Edward H. Bastian | | | | | | | | | | | | 2024 MIP | 1/1/2024 | 2/7/2024 | 991,250 | 1,982,500 | 3,965,001 | | | | | | | 2024 LTIP - Performance Award | 2/7/2024 | 2/7/2024 | 1,826,875 | 3,653,750 | 7,307,500 | | | | | | | 2024 LTIP - PRSU | 2/7/2024 | 2/7/2024 | | | | 90,870 | 181,740 | 363,480 | | 7,307,765 | | 2024 LTIP - Restricted Stock | 2/7/2024 | 2/7/2024 | | | | | | | 90,870 | 3,653,883 | | Glen W. Hauenstein | | | | | | | | | | | | 2024 MIP | 1/1/2024 | 2/7/2024 | 652,604 | 1,305,208 | 2,610,417 | | | | | | | 2024 LTIP - Performance Award | 2/7/2024 | 2/7/2024 | 968,750 | 1,937,500 | 3,875,000 | | | | | | | 2024 LTIP - PRSU | 2/7/2024 | 2/7/2024 | | | | 48,185 | 96,370 | 192,740 | | 3,875,038 | | 2024 LTIP - Restricted Stock | 2/7/2024 | 2/7/2024 | | | | | | | 48,190 | 1,937,720 | | Alain Bellemare | | | | | | | | | | | | 2024 MIP | 1/1/2024 | 2/7/2024 | 487,500 | 975,000 | 1,950,000 | | | | | | | 2024 LTIP - Performance Award | 2/7/2024 | 2/7/2024 | 750,000 | 1,500,000 | 3,000,000 | | | | | | | 2024 LTIP - PRSU | 2/7/2024 | 2/7/2024 | | | | 18,655 | 37,310 | 74,620 | | 1,500,235 | | 2024 LTIP - Restricted Stock | 2/7/2024 | 2/7/2024 | | | | | | | 37,310 | 1,500,235 | | Peter W. Carter | | | | | | | | | | | | 2024 MIP | 1/1/2024 | 2/7/2024 | 568,750 | 1,137,500 | 2,275,000 | | | | | | | 2024 LTIP - Performance Award | 2/7/2024 | 2/7/2024 | 650,000 | 1,300,000 | 2,600,000 | | | | | | | 2024 LTIP - PRSU | 2/7/2024 | 2/7/2024 | | | | 32,335 | 64,670 | 129,340 | | 2,600,381 | | 2024 LTIP - Restricted Stock | 2/7/2024 | 2/7/2024 | | | | | | | 32,340 | 1,300,391 | | Daniel C. Janki | | | | | | | | | | | | 2024 MIP | 1/1/2024 | 2/7/2024 | 568,750 | 1,137,500 | 2,275,000 | | | | | | | 2024 LTIP - Performance Award | 2/7/2024 | 2/7/2024 | 687,500 | 1,375,000 | 2,750,000 | | | | | | | 2024 LTIP - PRSU | 2/7/2024 | 2/7/2024 | | | | 34,200 | 68,400 | 136,800 | | 2,750,364 | | 2024 LTIP - Restricted Stock | 2/7/2024 | 2/7/2024 | | | | | | | 34,200 | 1,375,182 | | Michael L. Spanos | | | | | | | | | | | | 2024 MIP | 1/1/2024 | 2/7/2024 | 379,167 | 758,334 | 1,516,667 | | | | | | | 2024 LTIP - Performance Award | 2/7/2024 | 2/7/2024 | 687,500 | 1,375,000 | 2,750,000 | | | | | | | 2024 LTIP - PRSU | 2/7/2024 | 2/7/2024 | | | | 34,200 | 68,400 | 136,200 | | 2,750,364 | | 2024 LTIP - Restricted Stock | 2/7/2024 | 2/7/2024 | | | | | | | 34,200 | 1,375,182 |

  92. Grants of Plan-Based Awards Table

    | 44 | | 2025 PROXY STATEMENT | ir.delta.com |

  93. Grants of Plan-Based Awards Table

    | (1) For purposes of this column, the grant date for the 2024 MIP is the date the performance period began. The grant date for the 2024 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 2024 MIP and the long-term award opportunities under the performance award component of the 2024 LTIP. For additional information about the 2024 MIP, see “Compensation Discussion and Analysis—Elements of Compensation—Annual Incentive” on page 34. For additional information about this component of the 2024 LTIP, see “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” beginning on page 36. | | (3) These columns show the long-term award opportunities under the performance restricted stock units component of the 2024 LTIP. For additional information about this component of the 2024 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 36. | | (4) This column shows the restricted stock component of the 2024 LTIP. | | (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. |

  94. 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, 2024 for each of the named executive officers.

  95. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Edward H. Bastian | | | | | | | | | | | | 2024 LTIP - Restricted Stock | 2/7/2024 | - | - | - | - | - | 90,870 | 5,497,635 | - | - | | 2022 LTIP - PRSU | 2/9/2022 | - | - | - | - | - | - | - | 129,900 | 7,858,950 | | 2023 LTIP - PRSU | 4/19/2023 | - | - | - | - | - | - | - | 473,150 | 28,625,575 | | 2024 LTIP - PRSU | 2/7/2024 | - | - | - | - | - | - | - | 181,740 | 10,995,270 | | 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 | 249,550 | - | - | 39.78 | 2/2/2031 | - | - | - | - |

  96. Outstanding Equity Awards at Fiscal Year-End Table

    | | 2025 PROXY STATEMENT | 45 |

  97. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Glen W. Hauenstein | | | | | | | | | | | | 2024 LTIP - Restricted Stock | 2/7/2024 | - | - | - | - | - | 48,190 | 2,915,495 | - | - | | 2022 LTIP - PRSU | 2/9/2022 | - | - | - | - | - | - | - | 72,930 | 4,412,265 | | 2023 LTIP - PRSU | 4/19/2023 | - | - | - | - | - | - | - | 247,010 | 14,944,105 | | 2024 LTIP - PRSU | 2/7/2024 | - | - | - | - | - | - | - | 96,370 | 5,830,385 | | 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 | 134,760 | - | - | 39.78 | 2/2/2031 | - | - | - | - | | Alain Bellemare | | | | | | | | | | | | 2022 LTIP - Restricted Stock | 2/9/2022 | - | - | - | - | - | 11,395 | 689,398 | - | - | | 2023 LTIP - Restricted Stock | 4/19/2023 | - | - | - | - | - | 27,833 | 1,683,897 | - | - | | 2024 LTIP - Restricted Stock | 2/7/2024 | - | - | - | | - | 37,310 | 2,257,255 | - | - | | 2022 LTIP - PRSU | 2/9/2022 | - | - | - | - | - | - | - | 34,185 | 2,068,193 | | 2023 LTIP - PRSU | 4/19/2023 | - | - | - | - | - | - | - | 41,750 | 2,525,875 | | 2024 LTIP - PRSU | 2/7/2024 | - | - | - | - | - | - | - | 37,310 | 2,257,255 | | 2021 LTIP - Stock Options | 2/3/2021 | 68,060 | - | - | 39.78 | 2/2/2031 | - | - | - | - |

  98. Outstanding Equity Awards at Fiscal Year-End Table

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  99. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Peter W. Carter | | | | | | | | | | | | 2024 LTIP - Restricted Stock | 2/7/2024 | - | - | - | - | - | 32,340 | 1,956,570 | - | - | | 2022 LTIP - PRSU | 2/9/2022 | - | - | - | - | - | - | - | 47,860 | 2,895,530 | | 2023 LTIP - PRSU | 4/19/2023 | - | - | - | - | - | - | - | 155,870 | 9,430,135 | | 2024 LTIP - PRSU | 2/7/2024 | - | - | - | - | - | - | - | 64,670 | 3,912,535 | | 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 | 46,890 | - | - | 39.78 | 2/2/2031 | - | - | - | - | | Daniel C. Janki | | | | | | | | | | | | 2022 LTIP - Restricted Stock | 2/9/2022 | - | - | - | - | - | 11,395 | 689,398 | - | - | | 2023 LTIP - Restricted Stock | 4/19/2023 | - | - | - | - | - | 25,513 | 1,543,537 | - | - | | 2024 LTIP - Restricted Stock | 2/7/2024 | - | - | - | - | - | 34,200 | 2,069,100 | - | - | | 2022 LTIP - PRSU | 2/9/2022 | - | - | - | - | - | - | - | 34,185 | 2,068,193 | | 2023 LTIP - PRSU | 4/19/2023 | - | - | - | - | - | - | - | 76,540 | 4,630,670 | | 2024 LTIP - PRSU | 2/7/2024 | - | - | - | - | - | - | - | 68,400 | 4,138,200 | | 2021 LTIP - Stock Options | 7/19/2021 | 73,730 | - | - | 38.56 | 7/18/2031 | - | - | - | - | | Michael L. Spanos | | | | | | | | | | | | 2023 LTIP - PRSU | 6/14/2023 | - | - | - | - | - | - | - | 45,523 | 2,754,142 | | 2024 LTIP - PRSU | 2/7/2024 | - | - | - | - | - | - | - | 15,200 | 919,600 |

  100. 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 exercise price of the stock options is the closing price of Delta common stock on the NYSE on the applicable grant date. | | (3) These shares of restricted stock vest as follows: | | 2022 LTIP: In equal installments on February 1, 2023, 2024 and 2025. | | 2023 LTIP: In equal installments on February 1, 2024, 2025 and 2026. | | 2024 LTIP: In equal installments on February 1, 2025, 2026 and 2027 | | Restricted stock is subject to forfeiture in certain circumstances. | | (4) The amounts in this column for the market value of restricted stock are based on the $60.50 closing price of Delta common stock on the NYSE on December 31, 2024. | | (5) 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, (ii) December 31, 2025 for the 2023 LTIP and (iii) December 31, 2026 for the 2024 LTIP. The amounts in the column for the market value of performance restricted stock units are based on the $60.50 closing price of Delta common stock on the NYSE on December 31, 2024, 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. |

  101. Outstanding Equity Awards at Fiscal Year-End Table

    | | 2025 PROXY STATEMENT | 47 |

  102. 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 2024.

  103. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Edward H. Bastian | 71,840 | 596,631 | 25,925 | 1,030,778 | | Glen W. Hauenstein | - | - | 14,000 | 556,640 | | Alain Bellemare | - | - | 61,487 | 2,455,521 | | Peter W. Carter | - | - | 16,950 | 673,932 | | Daniel C. Janki | - | - | 73,520 | 3,073,321 | | Michael L. Spanos(3) | - | - | 74,049 | 3,240,002 |

  104. Option Exercises and Stock Vested Table

    | (1) The value realized on exercise is based on the difference between the market price on the date of exercise and the exercise price of the options. | | (2) 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 2021, 2022 and 2023. | | (3) In connection with his departure from the company on September 1, 2024, Mr. Spanos received a prorated portion of restricted stock awards granted to him in connection with the commencement of his employment and under the 2023 LTIP and 2024 LTIP in the total amount of $1,932,785. |

  105. 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.

  106. Defined Benefit Pension Benefits

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  107. Pension Benefits Table

    Pension Benefits Table The table below shows certain pension benefit information for Mr. Bastian as of December 31, 2024.

  108. Pension Benefits Table

    | Name | Plan Name | Number of Years of Credited Service (as of December 31, 2024)(1) | Present Value of Accumulated Benefits ($)(2) | Payments During Last Fiscal Year | | Mr. Bastian(3) | Delta Retirement Plan | 6 years, 10 months | FAE Formula: 189,868 Cash Balance Formula: 80,161 | 0 |

  109. 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 2024 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. |

  110. 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, 2024. The definitions of “cause,” “change in control,” “disability,” “good reason” and “retirement,” as such terms are used in the following sections, are summarized below.

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

    Table Regarding Potential Post-Employment Benefits upon Termination or Change in Control With the exception of Mr. Spanos who departed from the company effective September 1, 2024, the following table describes the termination benefits for each named executive officer assuming termination of employment on December 31, 2024. 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, 2024, the named executive officer would have earned his 2024 MIP award and, as applicable, the performance award and performance restricted stock units under the 2022 LTIP, to the extent otherwise payable. Accordingly, these awards are unrelated to the termination of employment. With respect to Mr. Spanos, the values shown in the table below represent amounts paid to him or for which he is eligible in connection with his departure from the company. 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 48, for a discussion of the benefits accrued for eligible named executive officers under the Delta Retirement Plan. On December 31, 2024, 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.

  112. 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) | Restricted Stock(4) | Other Benefits ($)(5) | | Mr. Bastian | Without Cause | 5,970,000 | 39,620,845 | 7,153,750 | 5,497,635 | 565,417 | | | Resignation for Good Reason | 5,970,000 | 39,620,845 | 7,153,750 | 5,497,635 | 565,417 | | | For Cause | - | - | - | - | - | | | Resignation without Good Reason | - | 34,008,058 | 7,153,750 | 5,497,635 | 525,253 | | | Retirement | - | 34,008,058 | 7,153,750 | 5,497,635 | 525,253 | | | Death | - | 39,620,845 | 7,153,750 | 5,497,635 | - | | | Disability | - | 39,620,845 | 7,153,750 | 5,497,635 | 525,253 | | | CIC – Termination without Cause/Resignation for Good Reason | 5,970,000 | 39,620,845 | 7,153,750 | 5,497,635 | 565,417 |

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

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  114. 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) | Restricted Stock(4) | Other Benefits ($)(5) | | Mr. Hauenstein | Without Cause | 4,125,000 | 20,774,490 | 3,875,000 | 2,915,495 | 439,513 | | | Resignation for Good Reason | - | 20,774,490 | 3,875,000 | 2,915,495 | 415,767 | | | For Cause | - | - | - | - | - | | | Resignation without Good Reason | - | 20,774,490 | 3,875,000 | 2,915,495 | 415,767 | | | Retirement | - | 20,774,490 | 3,875,000 | 2,915,495 | 415,767 | | | Death | - | 20,774,490 | 3,875,000 | 2,915,495 | - | | | Disability | - | 20,774,490 | 3,875,000 | 2,915,495 | 415,767 | | | CIC – Termination without Cause/Resignation for Good Reason | 4,125,000 | 20,774,490 | 3,875,000 | 2,915,495 | 439,513 | | Mr. Bellemare | Without Cause | 2,437,500 | 2,436,335 | 1,500,000 | 3,279,504 | 125,568 | | | Resignation for Good Reason | - | 2,436,335 | 1,500,000 | 3,279,504 | - | | | For Cause | - | - | - | - | - | | | Resignation without Good Reason | - | - | - | - | - | | | Death | - | 4,783,130 | 3,000,000 | 4,630,549 | - | | | Disability | - | 4,783,130 | 3,000,000 | 4,630,549 | - | | | CIC – Termination without Cause/Resignation for Good Reason | 2,437,500 | 4,783,130 | 3,000,000 | 4,630,549 | 125,568 | | Mr. Carter | Without Cause | 2,681,250 | 13,342,670 | 2,600,000 | 1,956,570 | 126,011 | | | Resignation for Good Reason | - | 13,342,670 | 2,600,000 | 1,956,570 | - | | | For Cause | - | - | - | - | - | | | Resignation without Good Reason | - | 11,658,753 | 2,600,000 | 1,956,570 | - | | | Death | - | 13,342,670 | 2,600,000 | 1,956,570 | - | | | Disability | - | 13,342,670 | 2,600,000 | 1,956,570 | - | | | CIC - Termination without Cause/Resignation for Good Reason | 2,681,250 | 13,342,670 | 2,600,000 | 1,956,570 | 126,011 | | Mr. Janki | Without Cause | 2,681,250 | 4,466,513 | 1,375,000 | 3,062,022 | 135,945 | | | Resignation for Good Reason | - | 4,466,513 | 1,375,000 | 3,062,022 | - | | | For Cause | - | - | - | - | - | | | Resignation without Good Reason | - | - | - | - | - | | | Disability | - | 8,768,870 | 2,750,000 | 4,302,034 | - | | | Death | - | 8,768,870 | 2,750,000 | 4,302,034 | - | | | CIC – Termination without Cause/Resignation for Good Reason | 2,681,250 | 8,768,870 | 2,750,000 | 4,302,034 | 135,945 | | Mr. Spanos(6) | Without Cause | 2,681,250 | 3,673,742 | 1,069,446 | 1,932,785 | 1,106,746 |

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

    | (1) Except for Mr. Spanos, 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. Bellemare, Mr. Carter, and Mr. Janki : 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 $60.50 closing price of Delta common stock on the NYSE on December 31, 2024, 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) The values in this table for restricted stock are based on the $60.50 closing price of Delta common stock on the NYSE on December 31, 2024. | | (5) Other benefits for the named executive officers, except for Mr. Spanos, include company-paid healthcare coverage, outplacement services and post-employment flight benefits. Only Mr. Bastian and Mr. Hauenstein 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 19.7 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 2024; (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 2024; 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 2024 and (ii) the annual tax reimbursement allowance (as described in footnote 7(f) 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 5.33%. | | (6) The severance payment and restricted stock values represent amounts paid to Mr. Spanos. Other benefits for Mr. Spanos include company-paid health insurance, post-employment flight benefits and a prorated award under the 2024 MIP. The performance restricted stock units and performance award values represents a prorated amount, based on time spent in his position, and is payable pursuant to the same vesting, performance and general payment provisions as if his employment had continued. |

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

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  117. 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 2024:

  118. CEO Pay Ratio

    | › | the annual total compensation of the employee identified at median of all our employees other than our Chief Executive Officer was $105,269; | | › | the annual total compensation of our Chief Executive Officer, Ed Bastian, was $27,117,069; 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 258 to 1. |

  119. CEO Pay Ratio

    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 2024 is the same employee identified for 2023 because we determined that there have been no changes in our employee population or employee compensation arrangements during 2024 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.

  120. 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 26. 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 42; (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.

  121. Pay Versus Performance

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  122. Pay Versus Performance Table

    Pay Versus Performance Table

  123. Pay Versus Performance Table

    | | | | Average Summary Compensation Table Total for Other NEOs(1)(2) ($) (d) | | 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) ($) (c) | | Average Compensation Actually Paid to Other NEOs(1)(2) ($) (e) | Total Shareholder Return(3) ($) (f) | Peer Group Total Shareholder Return(3) ($) (g) | Net Income(4) ($) (millions) (h) | Pre-Tax Income(5) ($) (millions) (i) | | 2024 | 27,117,069 | 56,429,052 | 8,919,676 | 16,901,490 | 106 | 63 | 3,457 | 7,052 | | 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) |

  124. 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: 2024: Glen W. Hauenstein, Alain Bellemare, Peter W. Carter, Daniel C. Janki and Michael L. Spanos 2023: Glen W. Hauenstein, Peter W. Carter, Daniel C. Janki and Michael L. Spanos 2022: Glen W. Hauenstein, Alain Bellemare, Peter W. Carter and Daniel C. Janki 2021: Glen W. Hauenstein, Alain 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 |

  125. 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. In accordance with SEC rules, values for awards that vested on December 31, 2024 and awards that were outstanding and unvested as of December 31, 2024 were based on the $60.50 closing price of Delta common stock on the NYSE on December 31, 2024. If the values of the awards were based on average closing price of Delta common stock on the NYSE from March 5, 2025 to April 15, 2025 (i.e., $45.06), then the CAP amount for the PEO would have been $39,739,925. |

  126. Pay Versus Performance Table

    | | 2024 ($) | | | Adjustments | PEO | Other NEOs Average | | SCT Total | 27,117,069 | 8,919,676 | | › (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 | (10,961,648) | (4,193,018) | | › 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 | 16,492,905 | 5,711,200 | | › 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 | 9,590,751 | 2,606,029 | | › Add fair value at vesting date for awards that are granted and vested in the same year | - | 103,616 | | › 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 | 13,694,959 | 4,056,615 | | › (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 | - | (441,251) | | › Add dividends or other earnings paid on awards in covered fiscal year if not otherwise included in SCT Total for covered fiscal year | 495,016 | 138,624 | | CAP Amount | 56,429,052 | 16,901,490 |

  127. 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. |

  128. Pay Versus Performance Table

    | | 2025 PROXY STATEMENT | 55 |

  129. 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. |

  130. Pay Versus Performance Table

    | (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. |

  131. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Non-employee director compensation is approved by the Board of Directors, based on recommendations of the Corporate Governance Committee. In 2024, 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 2024 and against other market data. Based on this review, the Corporate Governance Committee recommend an increase in the annual cash retainer of $10,000 for all non-employee directors, an increase in the cash retainer for the Chair of the Personnel & Compensation of $5,000, and an increase in value of the equity grant of $10,000 for all non-employee directors other than the non-executive Chair. The Board of Directors accepted these recommendations. 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. As of June 20, 2024, non-employee directors are eligible to receive the following for their service on the Board of Directors:

  132. DIRECTOR COMPENSATION

    | Annual Board Member Retainer: | $120,000 (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 and $25,000 for Personnel & Compensation Committee Chair (payable in quarterly installments). | | Annual Board Member Equity Grant: | $200,000 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. |

  133. 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.

  134. DIRECTOR COMPENSATION

    | 58 | | 2025 PROXY STATEMENT | ir.delta.com |

  135. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  136. 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 2024.

  137. 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 ($) | | Christophe Beck | 10,000 | 0 | 0 | 0 | 0 | 0 | 10,000 | | Maria Black | 60,000 | 200,000 | 0 | 0 | 0 | 5,012 | 265,012 | | Willie Chiang | 60,000 | 200,000 | 0 | 0 | 0 | 2,523 | 262,523 | | Greg Creed | 115,000 | 200,000 | 0 | 0 | 0 | 10,091 | 325,091 | | David G. DeWalt | 135,000 | 200,000 | 0 | 0 | 0 | 28,299 | 363,299 | | William H. Easter III | 70,000 | 0 | 0 | 0 | 0 | 929 | 70,929 | | Leslie M. Hale | 115,000 | 200,000 | 0 | 0 | 0 | 27,569 | 342,569 | | Michael P. Huerta | 135,000 | 200,000 | 0 | 0 | 0 | 8,042 | 343,042 | | Jeanne P. Jackson | 55,000 | 0 | 0 | 0 | 0 | 32,556 | 87,556 | | Vasant M. Prabhu | 115,000 | 200,000 | 0 | 0 | 0 | 2,381 | 317,381 | | Sergio A. L. Rial | 137,500 | 200,000 | 0 | 0 | 0 | 2,643 | 340,143 | | David S. Taylor | 200,000 | 320,000 | 0 | 0 | 0 | 13,035 | 533,035 | | Kathy N. Waller | 130,000 | 200,000 | 0 | 0 | 0 | 12,873 | 342,873 |

  138. 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 2024. Mr. Bastian’s compensation is included in the Summary Compensation Table on page 42. Mr. Hazleton’s compensation is described in “Proposal 1 — Election of Directors” on page 60. | | (2) On June 20, 2024, the Board of Directors granted 4,040 shares of restricted stock to each non-employee director at that date. This award vests on June 20, 2025, subject to continued Board service on that date. Mr. Taylor received an additional grant of 2,420 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 2024 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 Mr. DeWalt, Ms. Hale, and Ms. Jackson also includes the incremental cost of Director Flight Benefits of $10,959, $12,534 and $15,959, 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. |

  139. 2025 Nominees for Director

    2025 Nominees for Director After considering the recommendations of the Corporate Governance Committee, the Board set the number of directors at 14 as of the date of the annual meeting and nominated all current directors to stand for re-election. 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. The specific qualifications, skills, and experiences of each nominee considered by the Board follow the nominee’s biography.

  140. 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 renominate 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 renominated 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 2024, Mr. Hazleton received $695,089 in compensation (which includes: $542,396 in flight earnings, $50,666 in shared rewards/profit sharing payments and $102,027 in Delta contributions related to retirement plans). As a Delta pilot representative on the Board, Mr. Hazleton is not separately compensated for his service as a director.

  141. ALPA Nominee

    | 60 | | 2025 PROXY STATEMENT | ir.delta.com |

  142. EDWARD H. BASTIAN

    EDWARD H. BASTIAN

  143. EDWARD H. BASTIAN

    | Age: 67 Joined Delta’s Board: February 5, 2010 | BIOGRAPHY: Mr. Bastian has been the Chief Executive Officer of Delta since May 2016 and served as President of Delta from 2007 to May 2016. He joined Delta in 1998 and served in various senior leadership positions including Chief Financial Officer from 2007 to 2008, Executive Vice President and Chief Financial Officer from 2005 to 2007, Senior Vice President - Finance and Controller from 2000 to 2005 and Vice President and Controller from 1998 to 2000. He also served as Chief Financial Officer of Acuity Brands from June 2005 to July 2005 before returning to Delta. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Mr. Bastian has served in numerous leadership roles, including serving as Delta’s Chief Executive Officer, President and Chief Financial Officer. › Airline/Transportation Industry. Mr. Bastian has over twenty years of experience in the airline industry as a Delta officer. › Marketing/Brand Management/Data as Customer Engagement Tool. Mr. Bastian acquired substantial brand management experience leading Delta’s trusted consumer brand. › Finance/Accounting. Mr. Bastian’s accounting and finance background also provides financial and strategic expertise to the Board of Directors. › Global Business. Mr. Bastian has lead Delta through the substantial expansion of its global network. › Other Board Membership. Mr. Bastian has served on the boards of directors of other companies. PUBLIC DIRECTORSHIPS: Grupo Aeroméxico, S.A.B. de C.V. (2012 - 2022) AFFILIATIONS: Member, Board of Trustees of The Woodruff Arts Center |

  144. CHRISTOPHE BECK

    CHRISTOPHE BECK

  145. CHRISTOPHE BECK

    | Age: 57 Joined Delta’s Board: December 12, 2024 | BIOGRAPHY: Mr. Beck serves as the Chairman and Chief Executive Officer of Ecolab Inc., a global leader in water, hygiene and infection prevention solutions and services that protect people and the resources vital to life. He was named Ecolab’s Chairman and Chief Executive Officer in May 2022 after previously being named President and Chief Executive Officer in January 2021, and President and Chief Operating Officer in April 2019. Before joining Ecolab in 2007, Mr. Beck held executive positions at Nestlé between 1991 and 2006. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Mr. Beck has over 30 years of senior leadership experience, including 17 years at Ecolab. › Marketing/Brand Management/Data as Customer Engagement Tool. Mr. Beck acquired extensive marketing and sales experience through his senior leadership roles. › Technology/Cybersecurity/Digital. Mr. Beck’s scientific and technological background provides a valuable perspective to the Board. › Energy/Sustainability. Mr. Beck has significant expertise in sustainability matters through his leadership roles at Ecolab, a global sustainability leader. Mr. Beck also has a unique understanding of SAF as the Chair of the GREATER MSP Partnership, which established the Minnesota SAF Hub in collaboration with Delta and other companies. › Global Business. Mr. Beck has experience running complex global businesses across Europe, Asia, and North America. › Other Board Membership. Mr. Beck serves as Chairman of the board of directors of Ecolab and on its Safety, Health & Environment committee. Mr. Beck was recommended to the Board’s Corporate Governance Committee as a new director by a third party search firm. PUBLIC DIRECTORSHIPS: Ecolab Inc. AFFILIATIONS: Director, Saint Paul & Minnesota Foundation Chair, GREATER MSP, the Minneapolis-Saint Paul Regional Economic Development Partnership |

  146. CHRISTOPHE BECK

    | | 2025 PROXY STATEMENT | 61 |

  147. MARIA BLACK

    MARIA BLACK

  148. MARIA BLACK

    | Age: 51 Joined Delta’s Board: April 26, 2024 Committees: Finance; Safety & Security | 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 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. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Ms. Black currently serves as President and Chief Executive Officer of ADP and held various positions of increasing responsibility across the entirety of ADP’s global portfolio. › Marketing/Brand Management/Data as Customer Engagement Tool. Ms. Black has extensive experience in sales, product implementation and operations, having overseen all aspects of sales, marketing and business operations at ADP. › Technology/Cybersecurity/Digital. Ms. Black has substantial expertise in the technology and human capital management industry acquired through her tenure at ADP. › Global Business. As CEO, Ms. Black oversees all of ADP’s services in over 140 countries and markets. › Other Board Membership. In addition to her leadership role, Ms. Black also serves on the board of directors of ADP. PUBLIC DIRECTORSHIPS: Automatic Data Processing, Inc. AFFILIATIONS: Trustee, ADP Foundation Member, American Heart Association’s CEO Roundtable Member, Business Roundtable Member, The Business Council |

  149. WILLIE CW CHIANG

    WILLIE CW CHIANG

  150. WILLIE CW CHIANG

    | Age: 64 Joined Delta’s Board: April 26, 2024 Committees: Audit; Safety & Security | 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. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Mr. Chiang has substantial leadership experience as a senior executive at multiple companies, including currently as Chairman and Chief Executive Officer of PAA and PAGP. › Energy/Sustainability. Mr. Chiang’s extensive experience in the energy industry provides expertise in a key area for the Board. › Global Business. Mr. Chiang has extensive experience in management and executive roles with companies operating globally. › Government Affairs/Legal Affairs/Global Security. Mr. Chiang has substantial leadership experience with various companies operating in a heavily regulated industry. › Other Board Membership. Mr. Chiang also serves on the boards of directors of PAA and PAGP. 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 |

  151. WILLIE CW CHIANG

    | 62 | | 2025 PROXY STATEMENT | ir.delta.com |

  152. GREG CREED

    GREG CREED

  153. GREG CREED

    | Age: 67 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 the 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. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Mr. Creed served as Chief Executive Officer of Yum! Brands and in other senior executive roles throughout his career. › Marketing/Brand Management/Data as Customer Engagement Tool. Mr. Creed has extensive experience in marketing and operations acquired through his senior leadership roles at Yum! Brands and the Taco Bell Division. › Global Business. Mr. Creed has a unique understanding of international business as a former senior executive at a leading operator of quick service restaurants operating globally. › Other Board Membership. Mr. Creed also serves on the boards of directors of other public companies, including on the human resources, and finance and technology committees of those boards. PUBLIC DIRECTORSHIPS: Whirlpool Corporation Aramark Corporation Sow Good Inc. (2020 - 2022) Yum! Brands, Inc. (2014 - 2020) AFFILIATIONS: President, Friends of QUT in America Foundation Board member, Aging Mind Foundation |

  154. DAVID G. DEWALT

    DAVID G. DEWALT

  155. DAVID G. DEWALT

    | Age: 61 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, which he founded in 2012. He has also served as a Managing Director of AllegisCyber Capital, an early-stage cybersecurity venture capital firm, since 2017. 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. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Mr. DeWalt is the current Chief Executive Officer of NightDragon Security and the former Chief Executive Officer of FireEye, Inc. and McAfee, Inc. Mr. DeWalt also has strategic and operational experience acquired through his leadership roles. › Technology/Cybersecurity/Digital. Mr. DeWalt has substantial expertise in the information technology security industry. › Global Business. Mr. DeWalt served in senior executive roles for companies operating globally. › Other Board Membership. Mr. DeWalt serves on the board of directors of Exelon Corporation and has served on the audit, compensation and governance committees of the boards of other public companies. PUBLIC DIRECTORSHIPS: Exelon Corporation Five9, Inc. (2012 - 2024) 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 |

  156. DAVID G. DEWALT

    | | 2025 PROXY STATEMENT | 63 |

  157. LESLIE D. HALE

    LESLIE D. HALE

  158. LESLIE D. HALE

    | Age: 53 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. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Ms. Hale has extensive leadership experience as a senior executive in the lodging real estate industry. › Finance/Accounting. Ms. Hale has substantial experience in corporate finance, mergers and acquisitions, capital markets and strategic planning acquired through her Chief Financial Officer and Treasurer roles. › Other Board Membership. Ms. Hale also has experience as a member of the boards of directors of public companies serving 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) |

  159. CHRISTOPHER A. HAZLETON

    CHRISTOPHER A. HAZLETON

  160. CHRISTOPHER A. HAZLETON

    | Age: 57 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. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Airline/Transportation Industry. 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 |

  161. CHRISTOPHER A. HAZLETON

    | 64 | | 2025 PROXY STATEMENT | ir.delta.com |

  162. MICHAEL P. HUERTA

    MICHAEL P. HUERTA

  163. MICHAEL P. HUERTA

    | Age: 68 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. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Mr. Huerta served as head of the FAA and in other senior leadership roles in both the public and private sectors. › Airline/Transportation Industry. As head of the FAA, Mr. Huerta led a complex organization responsible for the safety and efficiency of civil aviation in the U.S. › Government Affairs/Legal Affairs/Global Security. Mr. Huerta has substantial experience in government affairs and global security as a former head of the FAA and current consultant to the transportation industry. › Other Board Membership. Mr. Huerta has board service experience as a member of the boards of directors of other public companies where he serves on the compensation, and nominating and corporate governance committees. PUBLIC DIRECTORSHIPS: Joby Aviation, Inc. Verra Mobility Corporation AFFILIATIONS: Fellow of the Royal Aeronautical Society |

  164. JUDITH J. MCKENNA

    JUDITH J. MCKENNA

  165. JUDITH J. MCKENNA

    | Age: 58 Joined Delta’s Board: February 7, 2025 | BIOGRAPHY: Ms. McKenna spent 27 years at Walmart in senior roles in the U.S. and internationally, culminating in her appointment as President and Chief Executive Officer of Walmart International from February 2018 until her retirement in January 2024. She previously served as Chief Operating Officer of Walmart U.S. from 2015 to 2018, following other leadership roles at Walmart from 2013 to 2015. Prior to joining Walmart, Ms. McKenna served as the Chief Operating Officer of Asda Stores, Walmart’s supermarket chain in the United Kingdom, from 2011 to 2013, and Chief Financial Officer of Asda Stores from 2002 to 2011. She previously served as Chair of Walmex, Walmart’s business across Mexico and Central America and a Mexican Bolsa listed company, and served on the boards of directors of Flipkart, an Indian E-commerce business, and PhonePe, a market leading Indian payments and financial services business. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Ms. McKenna has substantial senior management experience as the former President and Chief Executive Officer of Walmart International and Chief Operating Officer of Walmart U.S. › Marketing/Brand Management/Data as Customer Engagement Tool. Ms. McKenna has extensive experience in global brand management acquired through her different leadership roles. › Finance/Accounting. Ms. McKenna has financial and accounting experience, having served as Chief Financial Officer of Asda Stores. › Global Business. Ms. McKenna served in senior roles at Walmart in the U.S. and internationally giving her exposure to the company’s global business. › Other Board Membership. Ms. McKenna serves on the corporate responsibility and compensation committees of Unilever’s board of directors. Ms. McKenna was recommended to the Board’s Corporate Governance Committee as a new director by a third party search firm. PUBLIC DIRECTORSHIPS: Unilever PLC |

  166. JUDITH J. MCKENNA

    | | 2025 PROXY STATEMENT | 65 |

  167. VASANT M. PRABHU

    VASANT M. PRABHU

  168. VASANT M. PRABHU

    | Age: 65 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. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Mr. Prabhu served in senior leadership positions, including at Visa, NBCUniversal, Starwood Hotels & Resorts Worldwide and Safeway. › Finance/Accounting. Mr. Prabhu has a sophisticated understanding of complex accounting and financial matters having served as Chief Financial Officer of a number of large public companies. › Global Business. Mr. Prabhu has substantial global management experience acquired through his roles at various companies operating globally. › Other Board Membership. Mr. Prabhu also brings valuable experience serving on the boards of directors of other public companies. PUBLIC DIRECTORSHIPS: Intuit, Inc. Kenvue Inc. Mattel, Inc. (2007-2020) AFFILIATIONS: Trustee, The Brookings Institution |

  169. SERGIO A. L. RIAL

    SERGIO A. L. RIAL

  170. SERGIO A. L. RIAL

    | Age: 64 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. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Mr. Rial has served in numerous senior leadership positions, including at Banco Santander (Brasil), Marfrig Global Foods and Cargill. › Finance/Accounting. Mr. Rial has substantial financial experience as a former Chief Financial Officer of a global corporation. › Global Business. Mr. Rial has extensive experience working at global businesses, particularly in the key market of Latin America. › Other Board Membership. Mr. Rial has experience serving 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 |

  171. SERGIO A. L. RIAL

    | 66 | | 2025 PROXY STATEMENT | ir.delta.com |

  172. DAVID S. TAYLOR

    DAVID S. TAYLOR

  173. DAVID S. TAYLOR

    | Age: 67 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. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Mr. Taylor has extensive leadership experience, including as the former Chief Executive Officer of Procter & Gamble. › Marketing/Brand Management/Data as Customer Engagement Tool. Through his various senior leadership roles at Procter & Gamble, Mr. Taylor has developed expertise in marketing, innovation and consumer trends. › Global Business. Mr. Taylor has extensive experience in a complex global business particularly in the key European market. › Other Board Membership. In addition to serving as Chairman of the board of directors of Procter & Gamble for seven years, Mr. Taylor also previously served on the board of directors of TRW Automotive, 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 |

  174. KATHY N. WALLER

    KATHY N. WALLER

  175. KATHY N. WALLER

    | Age: 66 Joined Delta’s Board: July 24, 2015 Committees: Audit (Chair); 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 served in a number of accounting and finance roles of increasing responsibility, including as Vice President, Finance and Controller. KEY QUALIFICATIONS, SKILLS AND EXPERIENCES: › Senior Leadership/Risk Management. Ms. Waller has served in multiple senior leadership positions at The Coca-Cola Company and now serves as Executive Director of the Atlanta Committee for Progress. › Finance/Accounting. Ms. Waller has extensive financial experience, including through her role as Chief Financial Officer of The Coca-Cola Company. › Global Business. Ms. Waller’s tenure at The Coca-Cola Company provides unique insight into a global business enterprise. › Other Board Membership. Ms. Waller’s service on boards of directors of other public companies also brings valuable insight to the Board. PUBLIC DIRECTORSHIPS: Beyond Meat, Inc. CGI Inc. Cadence Bank (2019 - 2024) AFFILIATIONS: Member, Board of Trustees of Spelman College Member, Board of Trustees of University of Rochester Officer, Governing Board of Woodruff Arts Center Member, Board of Directors of United Way of Greater Atlanta |

  176. KATHY N. WALLER

    | | 2025 PROXY STATEMENT | 67 |

  177. KATHY N. WALLER

    | Proposal 2 | | ADVISORY VOTE ON EXECUTIVE COMPENSATION | | WHAT AM I VOTING ON? | | As required by SEC rules, we are seeking your support for the compensation of our named executive officers. | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. |

  178. KATHY N. WALLER

    Shareholders have the opportunity to approve, on an advisory, non-binding basis, the compensation of the named executive officers, as disclosed in this proxy statement. This is commonly referred to as a “say on pay” advisory vote. We hold our say on pay advisory vote every year. As discussed in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement starting on page 26, the compensation of the named executive officers in 2024 reflects the following principles of our executive compensation program:

  179. KATHY N. WALLER

    | › | Links pay with performance by placing a substantial majority of total compensation at risk. | | › | Utilizes stretch performance measures that provide incentives to deliver value to our shareholders and align the interests of management with frontline employees and shareholders. |

  180. KATHY N. WALLER

    | › | Many of the same performance measures are used in both our executive and broad-based employee compensation programs. | | › | Provides compensation opportunities that assist in motivating and retaining existing talent and attracting new talent as needed. |

  181. KATHY N. WALLER

    We urge you to carefully read the “Compensation Discussion and Analysis” section of this proxy statement for additional details on Delta’s executive compensation, including our compensation philosophy and the 2024 compensation of our named executive officers. Our Board of Directors believes that our executive compensation program is effective in implementing our compensation philosophy. This vote is advisory in nature, which means that it is not binding on Delta, its Board of Directors or the Personnel & Compensation Committee. However, the Personnel & Compensation Committee intends to give careful consideration to the vote results and is committed to taking any actions it deems necessary and appropriate in light of those results.

  182. KATHY N. WALLER

    | 68 | | 2025 PROXY STATEMENT | ir.delta.com |

  183. KATHY N. WALLER

    | Proposal 3 | | APPROVAL OF AMENDMENT AND RESTATEMENT OF PERFORMANCE COMPENSATION PLAN | | WHAT AM I VOTING ON? | | We are asking you to vote on a proposal to approve the Performance Compensation Plan. | | THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL. |

  184. KATHY N. WALLER

    On April 24, 2025, the Board of Directors approved the Delta Air Lines, Inc. Performance Compensation Plan, as amended and restated (the “Performance Compensation Plan”), subject to approval by our shareholders at the 2025 annual meeting. The proposed Performance Compensation Plan amends and restates the Delta Air Lines, Inc. Performance Compensation Plan, which was last adopted by the Personnel & Compensation Committee on April 12, 2016 and subsequently approved by our shareholders in June 2016. In assessing the appropriate terms of the Performance Compensation Plan, the Board of Directors and the Personnel & Compensation Committee considered, among other items, the existing terms of the plan, our compensation philosophy and practices, feedback from our shareholders, as well as input from its executive compensation consultant. Based on this assessment and the success of the Performance Compensation Plan as a part of Delta’s overall compensation program, except as provided below, the terms of the Performance Compensation Plan are substantially similar to the existing plan. We are requesting shareholders to approve the Performance Compensation Plan pursuant to which an aggregate of approximately 18,459,557 shares of Delta common stock (shares) will be available for issuance.