DELTA AIR LINES, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN
PROXY STATEMENT
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Securities Exchange Act of 1934

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DELTA AIR LINES, INC.

(Name of Registrant as Specified In Its Charter)

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NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE:

Thursday, June 20, 2024

7:30 a.m. Eastern Daylight Time

ACCESS THE ANNUAL MEETING:

The annual meeting will be held virtually.
Shareholders may participate by logging in at
www.virtualshareholdermeeting.com/DAL2024

RECORD DATE:

April 29, 2024

AGENDA
At the Annual Meeting, shareholders will be asked to vote on the following proposals:		Board Recommends Vote:
PROPOSAL 1	Election of 12 director nominees named in the Proxy Statement		FOR each nominee
PROPOSAL 2	Advisory vote on executive compensation		FOR
PROPOSAL 3	Ratification of Ernst & Young LLP as independent auditors for 2024		FOR
PROPOSAL 4	Shareholder proposal requesting reporting related to third-party political contributions, if properly presented		AGAINST
PROPOSAL 5	Shareholder proposal requesting the adoption of a non-interference policy, if properly presented		AGAINST

In addition, we will transact any other business properly presented at the meeting, including any adjournment or postponement by or at the direction of the Board of Directors.

A list of shareholders entitled to vote at the meeting will be available for examination during normal business hours for ten days before the meeting at Delta’s Investor Relations Department, 1030 Delta Boulevard, Atlanta, Georgia 30354.

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

We encourage shareholders to sign up to receive future proxy materials electronically, including the Notice Regarding the Availability of Proxy Materials. To sign up, visit http://enroll.icsdelivery.com/dal.

BY INTERNET	BY TELEPHONE	BY MAIL	AT THE MEETING

Go to www.proxyvote.com and follow the instructions	Call 1-800-690-6903	Sign, date and return your proxy card in the enclosed postage-paid envelope	Attend the annual meeting virtually. See page 82 for instructions on how to attend

The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our shareholders on or about May 10, 2024.

Please read our attached proxy statement carefully and submit your vote as soon as possible. Your vote is important. You can ensure that your shares are voted at the meeting by using our Internet or telephone voting system, or by completing, signing and returning a proxy card.

Atlanta, Georgia
May 10, 2024

2024 PROXY STATEMENT

Letter from the Non-Executive
Chair of the Board

DAVID S. TAYLOR

Chair of the board

As I look forward to my first annual meeting with you as Chair of Delta’s Board, it has been a pleasure to interact with investors since assuming this role last summer. I have enjoyed discussing a wide range of topics. As relayed in these conversations, our Board is active and keenly focused on:

›	oversight of the company’s long-term strategy and industry-leading financial and operational performance;
›	the continuation of Board refreshment as described in more detail below, particularly to enhance the diversity of the Board;
›	regular review of Delta’s industry-leading approach to environmental sustainability, most significantly the company’s journey to net zero emissions by 2050;
›	the company’s commitment to its most important competitive advantage – its people; and
›	our oversight of risk management and safety throughout the organization.

These topics and many others reflect our relentless focus on maintaining the best-in-class governance practices that are foundational to our work on your behalf.

2023 was a transformative year for Delta as Ed describes in his letter to you on the following page. The company generated significant profitability and free cash flow, enhancing its industry-leading position, and rose to meet operational challenges. The leadership of the management team through unprecedented crisis and stabilization into this period of recovery and restoration is truly remarkable. In addition to Ed’s letter, I hope you will take time to read additional detail of our recognition of this work in Sergio Rial’s letter on page 26 of this proxy statement.

It has been an honor and privilege for me to succeed Frank Blake as Chair. I want to recognize Frank’s outstanding contribution to the Board since joining in 2014 and serving as Chair since 2016. Frank’s leadership and support of the management team and the business, particularly during the last several years, was truly inspirational. We appreciate his dedication to the company at the height of the pandemic and agreeing to stay on the Board beyond expected retirement to provide stable leadership of the Board during Delta’s recovery.

I also want to acknowledge the outstanding service of several other members of our Board who are not standing for reelection or have recently departed from the Board:

›	Bill Easter also agreed to stay on the Board beyond expected retirement and will not be standing for reelection this year. Bill’s tireless leadership of the Audit Committee will be missed, and we very much appreciate his coordination of a smooth transition of this responsibility to Kathy Waller.
›	Jeanne Jackson has served on the Board since January 2017 and will not be standing for reelection as she has reached the Board’s retirement age. Jeanne has made many outstanding contributions to the work of our Finance and Personnel & Compensation Committees, as well as being a valuable sounding board and mentor for senior management.
›	George Mattson departed the Board in October 2023 to focus his efforts on his new role as Chief Executive Officer of Wheels Up. In his 11 years of service to Delta, George provided insightful leadership as chair of our Finance Committee as well as many other contributions to the work of the Board.

While we have bid farewell to these valuable members of our Board, we also continue to move forward with board succession. In 2023, we welcomed Vasant Prabhu to the Board and have already greatly benefited from his wisdom and insight. We are also very pleased to welcome Maria Black and Willie Chiang to the Board, both of whom bring important skills and experiences to the Board while enhancing the Board’s diversity. You can read more about Maria, Willie and our other director nominees on pages 62-68.

As we continue to move forward with our regular refreshment of the Board, we are very mindful of the need for the Board to collectively possess a wide range of necessary experiences and skills, as well as diversity of race, ethnicity and gender so that we accurately represent our customers, employees and management.

Thank you as always for your interest and support as shareholders of the world’s best airline. We hope you will continue to provide your perspectives to the Board. Most especially, we look forward to your participation in our annual meeting on June 20.

ir.delta.com

2024 PROXY STATEMENT

Letter from
the CEO

EDWARD H.BASTIAN

Chief Executive Officer

In 2023, the people of Delta rose to lead the industry in operating and financial performance amid a challenging environment, building loyalty and strengthening our trusted global brand. Robust demand for travel continued throughout the year, and despite volatile fuel prices and geopolitical strife, our people delivered the second-highest earnings per share in our history while widening Delta’s competitive lead.

That excellence was recognized as Delta ranked No. 11 on FORTUNE’s World’s Most Admired Companies; No. 12 on TIME Magazine’s World’s Best Companies; No. 5 on Forbes’ list of America’s Best Large Employers; No. 1 airline by corporate travel customers in the annual Business Travel News Airline Survey for the 13^th year in a row; and was named the 2024 Airline of the Year by Air Transport World, among many other awards.

Some highlights from the year include:

Strengthening our financial foundation. The team’s outstanding work generated $5.2 billion in adjusted pre-tax profit in 2023, nearly doubling our prior year results. Just as important, Delta delivered free cash flow of $2 billion (while investing $5.3 billion in the business) and repaid $4 billion of debt and finance lease obligations. Delta delivered 40% of the industry’s overall profits despite operating only 20% of the market share.

Delivering operational excellence at full scale. Operational reliability is the core of our brand promise. Against a difficult operating environment, our people delivered the best fourth-quarter operating performance in Delta’s history. Cirium honored Delta for the third consecutive year with the Cirium Platinum Award for global operational excellence and the Wall Street Journal named us the top airline of 2023 among the nine major U.S. airlines in its annual airline scorecard for the third consecutive year.

Extending Delta’s premium brand. In 2023, we strengthened our premium brand, launching free, fast in-flight WiFi across our domestic fleet, opening new Delta Sky Clubs in locations nationwide, adding 43 new, state-of-the-art aircraft to our fleet, scaling our strategic partnerships with leading brands, and achieving record membership growth for our SkyMiles program. Our AMEX cobrand card portfolio grew double digits while generating nearly $7 billion of remuneration, with an increased mix of premium cards.

Bolstering our global network. During the year we strengthened and restored our core hubs, with our pre-pandemic global capacity fully recovered. We flew our largest-ever Transatlantic schedule, and our ambitious build of our South American network with LATAM is already paying dividends.

Powered by our greatest resource – our people. Since Delta’s inception nearly a century ago, the company has long leaned into our employees as the core of our success. With 40,000 new hires over the last two years and 28% of our frontline leaders less than one year in role, in 2023 we focused on training, accountability and empowering our people to be their best for each other and our customers. We also shared in our success, with $1.4 billion in 2023 profit sharing payments going directly to our employees on Valentine’s Day this year – double 2022 levels and more than our three largest competitors combined.

Moving through 2024, we are transitioning past the restoration phase and are focused on optimizing our investments in our people, operation and experience. Our top priorities for the year are delivering world-class reliability, elevating the customer experience and improving efficiency across the company to support continued growth and opportunities to share our success.

Next year, Delta will celebrate its 100 year in aviation. As we honor our history, we’re equally excited about the next 100 years of air travel on Delta. Thanks to you for all of your support during the past year, and we look forward to speaking with you at our annual meeting in June.

Sincerely,

2024 PROXY STATEMENT

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY		5
The Delta Difference		5
2023 Highlights		6
Matters to be Presented at the Annual Meeting		7
Executive Compensation Program		8
Shareholder Engagement		9
Environmental, Social and Governance (ESG) Highlights		10
Transparency and Reporting		10
Our Commitment to the Environment		10
Our Commitment to Our People		12
Our Commitment to Our Communities		14
Our Commitment to Leading Governance		15

GOVERNANCE - BOARD MATTERS		16
Board Leadership Structure		16
Skills and Experiences of Independent Director Nominees		17
Board Refreshment Process		18
Board Committees and Governance Documents		19
Board and Committee Evaluation Process		21
Risk Management		21
Board Oversight		21
Management’s Role		22
Communications with Directors		23

SHARE OWNERSHIP		24
Directors and Executive Officers		24
Beneficial Owners of More than 5% of Voting Stock		25

EXECUTIVE COMPENSATION		26
Letter from the Chair of the Personnel & Compensation Committee		26
Compensation Discussion and Analysis		27
Say on Pay Voting Results		32
Elements of Compensation		34
Compensation Committee Report		44
Executive Compensation Tables		45
Summary Compensation Table		45
Grants of Plan-Based Awards Table		47
Outstanding Equity Awards at Fiscal Year-End Table		48
Option Exercises and Stock Vested Table		50
Post-Employment Compensation		50
CEO Pay Ratio		56
Pay Versus Performance		56
Pay Versus Performance Table		57
Most Important Financial Performance Measures		58
Relationship Between CAP and Company Performance		58
Compensation Committee Interlocks and Insider Participation		59

DIRECTOR COMPENSATION		60
Director Compensation Table		61
Stock Ownership Guidelines		61

PROPOSAL 1 — ELECTION OF DIRECTORS		62
2024 Nominees for Director		62

PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION		69

PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS		70
Fees of Independent Auditors		71
Pre-Approval of Audit and Non-Audit Services		71
Audit Committee Report		72

SHAREHOLDER PROPOSALS		73
Proposal 4 — Reporting Related to Third-Party Political Contributions		73
Proposal 5 — Adoption of Non-Interference Policy		75

VOTING INFORMATION		78
Internet Availability of Proxy Materials		78
Shareholders Entitled to Vote		78
Quorum for the Annual Meeting		78
How to Vote		78
Revoking a Proxy or Voting Instructions		80
Limitation on Brokers’ Authority to Vote Shares		80
Votes Necessary to Act on Proposals		80
Recommendations of the Board		81

OTHER INFORMATION		82
Presentation of Other Business at the Meeting		82
Attending the Meeting Virtually		82
Householding		82
Cost of Solicitation		83
Submission of Shareholder Proposals		83
Disclaimers		84
Supplemental Information about Financial Measures		84

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2024 PROXY STATEMENT

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PROXY STATEMENT SUMMARY

The Delta Difference

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

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

PEOPLE AND CULTURE

Our people and culture are our strongest competitive advantage. Our more than 100,000 employees provide world-class travel experiences for our customers and best-in-class service, delivering customer satisfaction and brand preference. As a testament to our people-focused culture, FORTUNE recognized Delta as the world’s No. 11 Most Admired Company and Forbes recognized Delta as No. 5 on its list of America’s Best Large Employers.

Our industry-leading profit sharing program directly aligns our employees’ interests with the company’s long-term success, and for 2023, we rewarded eligible employees with $1.4 billion in profit sharing payments.

OPERATIONAL RELIABILITY

We remain committed to industry-leading reliability and are consistently among the industry’s best performers. In recognition of our commitment to operational performance and minimizing passenger disruption, we were honored for the third consecutive year with the Cirium Platinum Award for global operational excellence, and named the most on-time airline in North America. The Wall Street Journal named us the best airline of 2023 among the nine major U.S. airlines in its annual airline scorecard for the third consecutive year, leading the industry in on-time arrivals and involuntary denied boardings.

GLOBAL NETWORK

We and our alliance partners collectively serve over 130 countries and territories and over 700 destinations around the world. Our global network consists of our domestic network, which is centered on our core hubs and complemented by coastal hubs, along with our significant international hubs and market presence, which is enhanced by our innovative international alliances.

To support this network, we are continuing to refresh our fleet by acquiring new and more fuel-efficient aircraft with increased premium seating and cargo capacity to replace retiring aircraft, and to reduce our fleet complexity with fewer fleet types. Our new aircraft delivered since 2019 are on average 28% more fuel efficient per seat mile than the aircraft they retired.

CUSTOMER LOYALTY

With operational excellence, best-in-class service and commitment to our customers, we have continued to earn our customers’ trust and preference by delivering the “Delta Difference.” In 2023, we were named the best airline by corporate travel customers in the annual Business Travel News Airline Survey for the 13^thyear in a row and the best U.S. airline by Condé Nast Traveler readers.

Our award-winning SkyMiles program offers our customers a wide variety of benefits when traveling with us and our partners. We aim to increase the value of our program for customers and to deepen customer engagement with Delta through partnerships with premier brands, extending the value of our SkyMiles currency beyond flight and introducing new technology initiatives.

FINANCIAL FOUNDATION

Over the last decade we have fundamentally transformed our business by investing in our people, our product and our reliability to alter the commodity-like nature of air travel and improve our financial foundation. We have diversified our business by growing high-margin revenue streams that leverage our competitive advantages.

Restoring the strength of our balance sheet and reducing debt remains a key financial priority.

2024 PROXY STATEMENT

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2023 Highlights

In 2023, we delivered industry-leading operational and financial performance. Highlighted below are several measures included in our incentive compensation plans that demonstrate our pay for performance philosophy.

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2024 PROXY STATEMENT

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Matters to be Presented at the Annual Meeting

PROPOSAL 1 - Election of Directors

Name and Primary Occupation		Age	Director Since	Other Public Boards	Current Committees
	EDWARD H. BASTIAN Chief Executive Officer of Delta	66	2010	-
	MARIA BLACK President and CEO of Automatic Data Processing	50	2024	1	*
	WILLIE CW CHIANG Chairman and CEO of Plains All American Pipeline	63	2024	2**	*
	GREG CREED Former Chief Executive Officer, Yum! Brands, Inc.	66	2022	2	• Audit • Personnel & Compensation
	DAVID G. DEWALT Founder, Managing Director and CEO of NightDragon Security; Managing Director of AllegisCyber Capital	60	2011	1	• Corporate Governance • Audit • Safety & Security
	LESLIE D. HALE President and Chief Executive Officer of RLJ Lodging Trust	52	2022	1	• Finance • Safety & Security
	CHRISTOPHER A. HAZLETON Captain, Airbus 330, Delta	56	2019	-	• Safety & Security
	MICHAEL P. HUERTA Former Administrator of the Federal Aviation Administration	67	2018	2	• Safety & Security • Audit • Corporate Governance
	VASANT M. PRABHU Former Chief Financial Officer and Vice Chair of Visa Inc.	64	2023	1	• Finance • Safety & Security
	SERGIO A. L. RIAL Former Chief Executive Officer of Banco Santander (Brasil)	63	2014	2	• Personnel & Compensation • Corporate Governance • Finance
	DAVID S. TAYLOR Non-Executive Chair of the Board of Delta; Former President and Chief Executive Officer of The Procter & Gamble Company	66	2019	-	• Finance • Corporate Governance • Personnel & Compensation
	KATHY N. WALLER Executive Director of the Atlanta Committee for Progress; former Chief Financial Officer of The Coca-Cola Company	65	2015	2	• Audit • Corporate Governance • Personnel & Compensation

	Committee Chair
	Ms. Waller has been designated to succeed Mr. Easter as Chair of the Audit Committee at the Annual Meeting.
*	Committee assignments for Ms. Black and Mr. Chiang have not yet been made.
**	Mr. Chiang is on the Board of Directors of Plains All American Pipeline, L.P. and its general partner holding company Plains GP Holdings, L.P.

2024 PROXY STATEMENT

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

Executive Compensation Program

Our executive compensation program is based on the philosophy that we can best achieve our short-term and long-term business goals, which we refer to as our Flight Plan, by closely linking pay to performance and aligning the interests of all Delta employees, including executive officers, with those of our customers and shareholders.

In 2023, the Personnel & Compensation Committee developed Delta’s executive compensation program to concentrate our leadership beyond the airline’s recovery and toward stabilization and the strengthening of Delta’s trusted global brand. Our ability to outperform our plan and other airlines resulted in above target payouts for our annual incentive plan as well as for the long-term incentive program approved in 2021.

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

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Shareholder Engagement

We value our relationships with our shareholders, and we have a long-standing practice of active engagement with them. Our engagement allows us to better understand our shareholders’ priorities, perspectives and concerns, and positions us to effectively address issues that are important to our shareholders. During 2023, we met, or initiated contact, with shareholders representing approximately 42% of our outstanding shares, including actively managed funds, index funds, public pension funds, and socially responsible investment funds. This represented engagement with shareholders holding 68% of our institutionally-held shares. We also have dedicated resources to engage with our shareholders, including individual shareholders, through monitoring of communications received by our investor relations and sustainability departments, which collectively responded to more than 200 inquiries during 2023. The table below summarizes key aspects of these engagement efforts during 2023.

2024 PROXY STATEMENT

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Environmental, Social and Governance (ESG) Highlights

We are committed to taking care of our people, being a good steward of the environment and being a positive force in our communities. This commitment is based on our culture of putting people first in all we do—whether it is our employees, the millions of customers who trust us with their travel each year, or the communities where we live, work and serve. The Board of Directors understands and is committed to the importance of ESG matters and their significance to our various stakeholders, including our investors. As described further on page 17, the Board of Directors includes several directors with skills and experience relevant to these topics. In addition, the Board of Directors has, and continues to gain, knowledge about these evolving areas through regular briefings and discussions with internal subject-matter experts, among other things. The Board also has access to external resources and education on a variety of these topics.

Transparency and Reporting

We report on our efforts with respect to ESG matters through an annual ESG Report that aligns with the reporting standards of the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-Related Financial Disclosures (TCFD). We seek to transparently communicate through our ESG Report how we identify, prioritize and approach the ESG topics most relevant to our business, customers, employees and investors. We use a range of formal and informal engagement methods—including ESG-focused materiality analyses, ongoing dialogue with key stakeholders, and our Enterprise Risk Management process—to proactively identify and address both existing and emerging ESG opportunities and risks. Our ESG Report also incorporates details on our climate lobbying efforts, including our global advocacy activities and policy engagements—both direct and indirect—that support and complement our ambitious climate goals. For more information on ESG matters, including with respect to our climate strategy, risks, opportunities, metrics and targets, please see our ESG Report, which is available at www.delta.com/sustainability.

Our Commitment to the Environment

Governance of Environmental Sustainability Program

The Board of Directors is committed to sound corporate governance in line with evolving best practices. We have implemented a robust governance framework at both the Board and management levels with respect to our environmental sustainability program:

›	Regular board-level oversight provided primarily through (i) the Corporate Governance Committee, which oversees our environmental sustainability strategy, goal setting, and opportunities and risks, and receives updates on our progress through regular briefings, (ii) the Audit Committee, which oversees the reporting of environmental and social matters in our filings with the U.S. Securities and Exchange Commission (SEC), and (iii) the Finance Committee, which oversees investments, including acquisition of new, more fuel-efficient aircraft and significant investments in new technologies.

›	Robust management-level oversight provided by our Executive Vice President of External Affairs and Chief Sustainability Officer, and several executive-level councils, including the ESG Council, the Carbon Council, the Risk Council and the Waste Council. Each is composed of members of the Delta Leadership Committee (DLC) as well as other senior executives from across the organization who help to implement our climate strategy as well as related risk mitigation efforts.

›	The Councils are supported by cross-functional working groups made up of leaders from different business units who meet more frequently and are focused on specific initiatives at the direction of the relevant council.

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Climate Goals and Strategy

We believe a key part of our mission to connect the world is helping to connect people to a more sustainable future of travel. With the goal of achieving net-zero emissions by 2050, we have accelerated our work to deliver more sustainable travel experiences, which is not just good for our communities and our planet but is also essential to positioning our business to thrive far into the future.

To that end, we are pursuing a long-term strategy to dramatically reduce our carbon emissions from flying—which represents the vast majority of our carbon footprint. In the near term, this involves continuing to transition to a more fuel-efficient fleet and enabling more efficient aircraft operations through innovation and collaboration. Over time, we will also work to replace an increasing share of our traditional jet fuel usage with sustainable aviation fuel (SAF) and partner with innovators to revolutionize what and how we fly.

We also aim to reduce non-flight-related emissions and other environmental impacts. This includes offering a more sustainable travel experience, such as reducing waste and delivering more sustainable products and amenities for our customers. We are also working to reduce the impact of our ground operations and facilities as well as extending our climate and environmental ambitions through our supply chain.

Although we are proud of the progress we are making, we know we cannot do it alone. Many factors affecting the ability to reach our goals are outside of our control. Addressing these factors will require government policies and incentives, dedicated research and development, transformation of some of the world’s largest industries, and significant capital allocation across the public and private sectors.

Engaging Stakeholders, Building Coalitions and Driving Policy Development

Two critical components of advancing and achieving our climate goals are effective public policy engagement and stakeholder engagement across sectors, both within and outside the aviation industry. We have joined coalitions and partnerships centered around guiding ambitions with emphasis on bringing cost-effective solutions under all levers to scale. We describe a selection of those partnerships and coalitions below. Our team is advancing other important initiatives through the Federal Aviation Administration’s (FAA) NextGen Advisory Committee, providing advice and recommendations to the FAA related to air traffic management and system modernization.

›	Minnesota SAF Hub – In August 2023, we cofounded this first-of-its-kind coalition leveraging collaboration across the value chain to scale SAF at the Minneapolis-Saint Paul International Airport and support regional economic development.

›	Americans for Clean Aviation Fuels (ACAF) – In 2023, we helped form ACAF, a diverse coalition of the largest industrial sectors in America—from farmers to fuel producers and aviation to agribusiness—focused on promoting the economic benefits of building a robust market for SAF and clean aviation fuels. Working together, ACAF will drive national efforts to advance policies encouraging investment in American-grown feedstocks, for the benefit of the economy, farmers and growers, the environment and national security.

›	Hydrogen Fuel with Airbus – We are working with Airbus to advance collective knowledge in the industry on the opportunities and challenges associated with using hydrogen fuel to power planes. We bring to the partnership the collective expertise and wisdom from our industry-leading teams: Flight Operations, Technical Operations, Airport Customer Service, Operations and Customer Center and Fuel.

›	Sustainable Flight Demonstrator – We joined a coalition of U.S. airlines providing advisory input to Boeing and NASA’s Sustainable Flight Demonstrator project and development of the X-66A research aircraft—the first experimental aircraft focused on sustainability. The experimental aircraft will test the Transonic Truss-Braced Wing airframe configuration, which together with expected advancements in propulsion, materials and systems architecture, could help to meaningfully reduce fuel consumption and emissions.

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Our Commitment to Our People

We believe that the Delta people and culture are our strongest competitive advantage, and the high-quality service that our employees provide sets us apart from other airlines. As air travel continued its robust pace in 2023 and the airline returned to full capacity, our people, as always, rose to the challenge. Our financial and operational success in 2023 is a direct result of the dedication and hard work of our over 100,000 employees. During 2023, we continued our commitment to promoting a culture of open, honest and direct communications, enhancing the wellness of our people and building an environment that fosters engagement, integrity and respect.

Total Rewards

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

›	We were able to provide employees with pay increases in 2022 and 2023 of 4% and 5%, respectively. We recently announced a 5% base pay increase for eligible employees for 2024 (which will take effect in June 2024).
›	For 2023, Delta rewarded eligible employees with $1.4 billion in profit sharing payments, more than the pool of all U.S. peer airlines combined, and equating to 10.4% of each eligible employee’s earnings.
›	We match up to 6% plus a fixed contribution of 3% of eligible earnings to 401(k) retirement savings for most ground and flight attendant employees; pay monthly Shared Rewards for achieving operational goals; and provide free financial coaching with the ability to earn $1,000 towards emergency savings.
›	In addition to generous paid vacation time based on years of service, Delta employees can take advantage of several travel-related perks and save on other travel-related services.

Employee Engagement

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

›	B-DAY – Half-day onboarding experience for new hires to learn about Delta’s business, brand, culture and history while connecting with fellow team members.

›	Executive Station Visits – Town hall-style listening and feedback sessions where senior leaders have candid conversations with frontline employees.

›	VELVET – Two-day engagement and career development sessions with leaders where frontline employees gain clarity on how their roles support Delta’s business strategy.

We routinely survey our people to measure engagement, identify opportunities for growth and drive change. For example, Delta’s Emergency Savings Program, launched in 2023, was developed in response to employee feedback in 2022 that financial health was top of mind. More than 42,000 employees participated in two company-wide engagement surveys in 2023, offering feedback on a range of topics including job satisfaction, organizational commitment, sense of belonging and motivation. Our average engagement score for 2023 was 80 (on a 100-point scale), a one-point increase over 2022.

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

With nearly 19,000 members, our twelve business resource groups provide networking, development and career growth opportunities. These employee-led networks provide valuable insights to the business on diversity-related strategies, programs and topics.

Training and Development

Delta people are encouraged and empowered to “keep climbing” in their careers through a portfolio of training and development programs ranging from curated career planning to on-demand learning resources. All employees work with their managers to develop in-depth career development plans, which are reviewed annually and include guided learning curricula focused on skills and competencies aligned with performance objectives. In 2023, we continued to enhance our online learning portal of skills-based training and career development resources.

Additionally, we relaunched an approximately 6-month “flexible learning journey” that combines self-paced, online learning and immersive, in-person workshops to support leaders in elevating Delta’s culture and driving high performance, as well as development in their specific areas of interest.

We embrace a Skills-First approach to hiring and development that prioritizes skills, background and experience over traditional education requirements. Our equity-focused model aims to create a more equitable workforce and enrich the careers of all employees by increasing access to higher-earning career opportunities through targeted development, skill upgrading and mentorship programs. By providing resources that support clearly defined career pathways, employees gain greater access to internal mobility opportunities and agency in their career decisions.

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2024 PROXY STATEMENT

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Employee Health and Wellness

Delta’s wellness strategy aims to enable our people to be their best and enhance purpose, belonging, and affinity by implement high value health and wellness offerings and elevate employee experience. The Delta Wellness program aspires to build a resilient workforce of the future by investing in the physical, emotional, social and financial wellness of our people.

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

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

Our Delta Wellness program offers:

›	12 free mental health counseling sessions and six free coaching sessions per year through Delta’s employee assistance program
›	Family planning benefits, such as fertility coverage, surrogacy and adoption reimbursement
›	Expanded financial education and coaching programs incentivized by Delta contributions to employee emergency savings accounts
›	A healthcare concierge service to navigate the complex healthcare system
›	A co-pay option under Delta medical benefits that provides more predictable costs

In 2023, we conducted our second Flourishing Index survey to measure employee holistic well-being and recalibrate our benefits to best meet the needs of our people. The Flourishing Index survey provides a quantitative assessment of our people's total wellness supplemented with qualitative interviews.

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

Letter from the Non-ExecutiveChair of the Board

Letter fromthe CEO

PROXY STATEMENT SUMMARY

The Delta Difference

2023 Highlights

Matters to be Presented at the Annual Meeting

PROPOSAL 1 - Election of Directors

Executive Compensation Program

Shareholder Engagement

Environmental, Social and Governance (ESG) Highlights

Transparency and Reporting

Our Commitment to the Environment

Governance of Environmental Sustainability Program

Climate Goals and Strategy

Engaging Stakeholders, Building Coalitions and Driving Policy Development

Our Commitment to Our People

Total Rewards

Employee Engagement

Training and Development

Employee Health and Wellness

Letter from the Non-Executive
Chair of the Board

Letter from
the CEO

SEC Form DEF 14A filed by Delta Air Lines Inc.