UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN
PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

  Filed by the Registrant   Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Pursuant to § 240.14a-12

DELTA AIR LINES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE:	PLACE:	RECORD DATE:
Thursday, June 16, 2022 7:30 a.m. Eastern Daylight Time	The Offices of Davis Polk & Wardwell 450 Lexington Avenue, New York, New York (located in Midtown Manhattan between East 44th Street and East 45th Street)	April 29, 2022

AGENDA
At the Annual Meeting, shareholders will be asked to vote on the following proposals:		Board Recommends Vote:
ITEM 1	Election of 14 directors named in the Proxy Statement		FOR each nominee
ITEM 2	Advisory vote on executive compensation		FOR
ITEM 3	Ratification of Ernst & Young LLP as independent auditors for 2022		FOR
ITEM 4	Shareholder proposal titled “Transparency in Lobbying,” 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. The shareholder list will also be available at the meeting.

If you plan to attend the meeting, please see the instructions on page 71 of the attached proxy statement. The venue for the annual meeting requires proof of COVID-19 vaccination for entry, please see page 71 for more details. If you need special assistance at the meeting because of a disability, contact Investor Relations at (866) 715-2170.

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	IN PERSON
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 in New York, New York. See page 71 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 6, 2022.

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 6, 2022

  2022 PROXY STATEMENT 1

Letter from the Non-Executive
Chairman of the Board

FRANCIS S. BLAKE

Chairman of the Board

We are looking forward to once again being with our shareholders in person at Delta’s upcoming annual meeting.

As we reflect on 2021, Delta made significant progress in its recovery from the impact of the pandemic. The Board remains appreciative of the dedication and hard work of all Delta employees and the leadership of Delta’s management during this unprecedented time.

With the company’s business continuing to recover from the depths of the pandemic, the Board’s focus remains on long-term strategy and oversight of other matters of importance to our shareholders. The company’s financial recovery remains our highest priority. We are also mindful that ESG issues, particularly environmental sustainability and human capital management, including diversity, equity and inclusion, are top of mind for many of you — as they are for us. We appreciate the views that many of you have shared with us on these topics over the last year.

In light of the Board’s continuing focus on ESG topics, we have revisited and clarified the allocation of oversight responsibilities among our committees. As is discussed in greater detail in this proxy statement, oversight over ESG matters aligns with the general responsibilities of our existing committees as follows:

›

The Audit Committee has oversight of corporate ethics and standards of conduct, cybersecurity risks and aspects of reporting of environmental sustainability and social matters.

›

The Corporate Governance Committee has responsibility for governance practices and procedures as well as oversight of environmental sustainability opportunities and risks, political engagement and contributions and charitable contributions.

›

The Finance Committee has oversight of significant investments, including acquisition of new, more fuel efficient aircraft and significant investments in new technologies.

›

The Personnel & Compensation Committee has oversight of talent development and human capital management, including diversity, equity and inclusion and general wellbeing.

›

The Safety & Security Committee has oversight of employee and customer safety and public health matters.

Our committee structure and allocation of responsibilities provides for involvement of all Board members in oversight of ESG matters. We will continue to monitor our structure to make sure that oversight responsibilities are appropriately assigned.

“ The Board remains appreciative of the dedication and hard work of all Delta employees.”

We are excited that Greg Creed and Leslie Hale have joined the Delta Board and look forward to their contributions for years to come. We continue to focus on bringing a wide range of strong experiences, skills, qualifications, and backgrounds to the Board. We are also committed to continuing the enhancement of the diversity of the Board.

Because of the unusual circumstances of the past two years, the Board has asked me to continue to serve for one more year. I am very grateful to Bill Easter that he has agreed to continue his service as well. The dedication and hard work of the entire Board makes me proud to be a part of this outstanding group working on your behalf.

As we look forward to the second half of the year and Delta’s continued progress on its recovery, we welcome your engagement on issues of importance to you and the company. We encourage you to share suggestions and concerns with us. In particular, we encourage you to review this proxy statement, and vote in the upcoming meeting.

As always, we deeply appreciate your support as shareholders and customers.

Sincerely,

ir.delta.com   2022 PROXY STATEMENT 2

Letter from
the CEO

EDWARD H. BASTIAN

Chief Executive Officer

2021 was a pivotal year for Delta Air Lines. The remarkably swift development and distribution of safe, effective vaccines inspired hopes that a return to normal life was finally on the horizon.

While the year was more turbulent than many had hoped, with new variants complicating the recovery, it nonetheless marked a major turning point and laid the groundwork for significant progress in 2022 as the world moves past the pandemic era toward treating COVID as a manageable virus.

Once again, the people of Delta stepped up and led the industry throughout a year that was marked by remarkable accomplishments amid the slow but steady recovery, including:

›

Restarting the operation to accommodate an influx of returning customers ahead of a robust and successful summer travel season, and adding 15,000 new team members since the start of 2021.

›

Managing our network and policies to accommodate travel demand in an often-volatile environment, ensuring that flights were available to desired destinations while providing customers the flexibility to book Delta with confidence.

›

Improving Delta’s status as the No. 1 premium airline by widening the gap with the competition in customer service and premium product offerings, including high-speed Wi-Fi, on-board food and beverage choices, expanded digital tools, and the delivery of our first state-of-the-art A321neo aircraft.

›

Accelerating critical airport capital projects, including new and enhanced terminals in Salt Lake City, Los Angeles, New York and Seattle, and other improvements throughout the system, ensuring that returning customers will experience world-class service on the ground as well as in the air.

›

Leading the industry in financial performance as the only major U.S. airline to achieve profitability in the second half of the year, enabling a special employee profit-sharing payout in February.

Thanks to these efforts, the people of Delta were recognized throughout the year for their excellence, including honors from J.D. Power, Fortune’s World Most Admired Companies, the Wall Street Journal, and Business Travel News, among many others.

Looking ahead, the recovery continues to accelerate in 2022, with consumers returning to travel, international borders reopening, corporate offices welcoming back employees and business travelers reclaiming the skies. The investments Delta has made over the past two years in our people, our customers and our financial health are paying off as more consumers choose to invest their time, resources and loyalty with us as they reclaim their lives.

“ It was a year that revealed our character and reminded us that our people are our most powerful asset.”

While we continue to lead in the recovery and build the future of air travel, it’s clear that our path forward must be a sustainable one. That’s why amid the challenges of the pandemic, Delta has led the way in building a foundation for sustainable aviation with our Flight to Net Zero, announcing our intention to set medium- and long-term science-based targets, including a net-zero 2050 target in alignment with the United Nations Race to Zero — Business Ambition for 1.5°C campaign. And we are continuing to take action to advance diversity, equity and inclusion and to reflect the world and the passengers we serve. More details on these efforts will be available in our 2021 ESG Report.

As we have for nearly a century, Delta will be guided throughout the year by our people-focused culture of service. Our entire global family, and their never-ending drive to Keep Climbing, are reshaping the future of air travel for generations to come.

Thank you for your support throughout the past year. We look forward to speaking with you at our annual meeting in June.

Sincerely,

  2022 PROXY STATEMENT 3

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY 5

The Delta Difference 5

Matters to be Presented at the Annual Meeting 6

Executive Compensation Program 7

Shareholder Engagement 8

Environmental, Social and Governance (ESG) Highlights 9

Transparency and Reporting 9

Our Commitment to Our People 9

Our Commitment to the Environment 10

Our Commitment to Our Communities 12

Our Commitment to Leading Governance 13

GOVERNANCE - BOARD MATTERS 14

Board Leadership Structure 14

Board Committees and Governance Documents 14

Board Refreshment Process 17

Board and Committee Evaluation Process 18

Risk Management 18

Board Oversight 18

Management’s Role 19

Communications with Directors 20

SHARE OWNERSHIP 21

Directors and Executive Officers 21

Beneficial Owners of More than 5% of Voting Stock 22

EXECUTIVE COMPENSATION 23

Compensation Discussion and Analysis 23

Say on Pay Voting Results 27

Compensation Committee Report 37

Executive Compensation Tables 38

Summary Compensation Table 38

Grants of Plan-Based Awards Table 40

Outstanding Equity Awards at Fiscal Year-End Table 42

Option Exercises and Stock Vested Table 45

Post-Employment Compensation 45

CEO Pay Ratio 51

Compensation Committee Interlocks and Insider Participation 51

DIRECTOR COMPENSATION 52

Director Compensation Table 53

Stock Ownership Guidelines 53

PROPOSAL 1 — ELECTION OF DIRECTORS 54

2022 Nominees for Director 54

Skills and Experiences of Independent Directors 55

PROPOSAL 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION 62

PROPOSAL 3 — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS 63

Fees of Independent Auditors 64

Pre-Approval of Audit and Non-Audit Services 64

Audit Committee Report 65

PROPOSAL 4 — SHAREHOLDER PROPOSAL — LOBBYING REPORT 66

VOTING INFORMATION 68

Internet Availability of Proxy Materials 68

Shareholders Entitled to Vote 68

Quorum for the Annual Meeting 68

How to Vote 68

Revoking a Proxy or Voting Instructions 70

Limitation on Brokers’ Authority to Vote Shares 70

Votes Necessary to Act on Proposals 70

Recommendations of the Board 70

OTHER INFORMATION 71

Presentation of Other Business at the Meeting 71

Attending the Meeting 71

Householding 71

Cost of Solicitation 71

Submission of Shareholder Proposals 72

Disclaimers 72

ir.delta.com   2022 PROXY STATEMENT 4

PROXY STATEMENT SUMMARY

The Delta Difference

As a global airline based in the U.S., we connect customers across our expansive global network. In 2019, prior to the onset of the COVID-19 pandemic, we served approximately 200 million customers and were the world’s largest airline by total revenues and the most profitable, with five consecutive years of $5 billion or more in pre-tax income from 2015 through 2019. 

Following the onset of the COVID-19 pandemic in 2020, Delta responded quickly to protect our people, our customers and our financial position, driven by the unwavering dedication and commitment of the Delta people. The pandemic required significant adjustments to our network and operations in 2020. We made significant progress in restoring our network in 2021, as travel restrictions eased and vaccine programs became widespread both domestically and in international markets. 

With operational excellence, best-in-class service and a commitment to ensuring the health and safety of our customers, we have continued to earn our customers’ trust and preference by delivering the “Delta Difference.” We have five competitive advantages that support our trusted consumer brand. 

	PEOPLE AND CULTURE
Our people are our strongest competitive advantage. Our employees provide world-class travel experiences for our customers while also giving back to the communities where they live, work and serve. We made a special profit-sharing payment to eligible employees in February 2022, based on the adjusted pre-tax profit earned during the second half of 2021, to recognize our employees’ extraordinary efforts through the pandemic. Delta was again recognized by Glassdoor as one of its Best Places to Work, ranking number 18 on the 2022 list of 100 large companies. We have prioritized the health and safety of our employees by providing COVID-19 testing and vaccination programs. We hired a Chief Health Officer in February 2021 to reimagine our approach to health and wellbeing.
	GLOBAL NETWORK
We and our alliance partners collectively serve over 130 countries and territories and over 800 destinations around the world. We believe that our global network has the best domestic connecting hub complex — including the world’s most efficient hub in Atlanta — enhanced by strong international alliances and joint ventures that span the globe. To support this network, even prior to the pandemic we began refreshing our fleet by acquiring new and more fuel efficient aircraft with increased premium seating to replace older aircraft and to reduce our fleet complexity with fewer fleet types. Our new aircraft are on average 25% more fuel efficient per seat mile than retired aircraft.
	OPERATIONAL RELIABILITY
Our reliability was a key component to Delta being named the Top U.S. Airline of 2021 by the Wall Street Journal in its annual airline scorecard rankings. This achievement recognizes the consistent efforts of our people to safely deliver reliable, on-time service while providing an exceptional customer experience. We have intensified our focus on ensuring the health and safety of our customers, including the creation of our industry-leading cleanliness standards through the Global Cleanliness organization and the implementation of the Delta CareStandardSM to ensure a consistently safe and sanitized experience across our facilities and aircraft.
	CUSTOMER LOYALTY
In 2021, we were recognized as No. 1 in customer satisfaction among airlines in North America by J.D. Power, underscoring the professionalism, care and humanity that our people delivered during one of the most stressful periods for travel in modern history. We were also ranked No. 18 on Fortune Magazine’s World’s Most Admired Companies list and named one of Fast Company’s most innovative travel companies in 2021. Our trusted, global brand and strong relationship with American Express® combine to drive customer loyalty and a diversified, high-margin revenue stream.
	FINANCIAL FOUNDATION
Over the decade prior to the pandemic, we fundamentally transformed our business, creating a customer-focused operation with industry-leading products, reliability and service and a strong financial foundation. Our balance sheet strength built prior to the pandemic allowed us to manage through the crisis with minimal dilution of shareholders’ ownership. Restoring the strength of our balance sheet and reducing debt is a key financial priority. We are efficiently rebuilding the airline, capturing fleet renewal benefits and driving operating leverage that we expect will produce a competitive cost structure.

  2022 PROXY STATEMENT 5

Matters to be Presented at the Annual Meeting

Item 1 Election of Directors

Name and Primary Occupation		Age	Director Since	Other Public Boards	Committees
	EDWARD H. BASTIAN CEO of Delta	64	2010	-
	FRANCIS S. BLAKE Non-Executive Chairman of the Board of Delta; former Chairman and CEO of The Home Depot	72	2014	1	• Corporate Governance • Finance • Personnel & Compensation
	ASHTON B. CARTER Director of the Belfer Center for Science and International Affairs at Harvard Kennedy School	67	2017	1	• Audit • Safety & Security • Corporate Governance
	GREG CREED Former Chief Executive Officer, Yum! Brands, Inc.	64	2022	2	• Audit • Personnel & Compensation
	DAVID G. DEWALT Founder and Managing Director of NightDragon Security; Managing Director of AllegisCyber Capital	58	2011	3	• Safety & Security • Audit • Corporate Governance
	WILLIAM H. EASTER III Former Chairman, President and CEO of DCP Midstream	72	2012	1	• Audit Committee • Corporate Governance • Safety & Security
	LESLIE D. HALE President and Chief Executive Officer of RLJ Lodging Trust	50	2022	2	• Finance • Safety & Security
	CHRISTOPHER A. HAZLETON Captain, Airbus 321, Delta	54	2019	-	• Safety & Security
	MICHAEL P. HUERTA Former Administrator of the Federal Aviation Administration	65	2018	1	• Audit • Safety & Security • Corporate Governance
	JEANNE P. JACKSON Former President, Senior Strategic Advisor to the CEO of NIKE	70	2017	1	• Finance • Personnel & Compensation
	GEORGE N. MATTSON Co-Founder of NextGen Acquisition Corp. and NextGen Acquisition Corp. II prior to their mergers with Xos, Inc. and Virgin Orbit Holdings, respectively	56	2012	3	• Finance • Corporate Governance • Personnel & Compensation
	SERGIO A. L. RIAL Non-Executive Chairman of the Board of Banco Santander (Brasil)	61	2014	3*	• Personnel & Compensation • Corporate Governance • Finance
	DAVID S. TAYLOR Executive Chairman of the Board of The Procter & Gamble Company	64	2019	1	• Finance • Safety & Security
	KATHY N. WALLER Executive Director of the Atlanta Committee for Progress; former CFO of The Coca-Cola Company	63	2015	3	• Audit • Corporate Governance • Personnel & Compensation
Committee Chair * Including Santander parent-sub

ir.delta.com   2022 PROXY STATEMENT 6

Shareholders will also be asked to vote on the following proposals:
ITEM 2	Advisory vote on executive compensation		FOR	62
ITEM 3	Ratification of Ernst & Young LLP as independent auditors for 2022		FOR	63
ITEM 4	Shareholder proposal titled “Transparency in Lobbying,” if properly presented		AGAINST	66

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 by closely linking pay to performance and aligning the interests of all Delta employees, including executive officers, with those of our customers and shareholders.

Last year, the Personnel & Compensation Committee decided not to alter the performance measures or goals of our outstanding short-term and long-term incentive awards, despite the pandemic negatively impacting award values significantly. For 2021, the Committee reviewed our executive compensation program to ensure that it achieves the balance of rewarding and retaining our executives while still placing the majority of their compensation at risk. As a result, the Personnel & Compensation Committee made adjustments to our annual and long-term incentive plans for 2021 that address these objectives as well as the continued uncertainty of the pandemic’s ongoing impact on our business and the complexity of developing meaningful incentive compensation opportunities in such an environment.

For additional information on the changes to our annual and long-term incentive plans and other decisions regarding 2021 executive compensation, see the “Compensation Discussion and Analysis” section beginning on page 23 of this proxy statement.

  2022 PROXY STATEMENT 7

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 2021, we met virtually, or initiated contact, with shareholders representing approximately 53% of our outstanding shares, including actively managed funds, index funds, public pension funds, and socially responsible investment funds. This represented engagement with institutions holding 83% of the shares held by all of our institutional shareholders. 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 150 inquiries during 2021. The table below summarizes key aspects of these engagement efforts during 2021.

ir.delta.com   2022 PROXY STATEMENT 8

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’s 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 is committed to sound corporate governance in line with evolving best practices. The Board of Directors understands and appreciates the importance of ESG matters as well as their significance to our various stakeholders, including our investors. As described further on pages 55 through 61, 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, among other things, regular briefings and discussions with internal subject-matter experts. The Board also has access to external resources and education on a variety of these matters.

Transparency and Reporting

We report on our efforts with respect to ESG matters through an annual ESG report that is informed by the Task Force on Climate-Related Financial Disclosures (TCFD), the Sustainability Accounting Standards Board (SASB) and the Global Reporting Initiative (GRI) frameworks and standards. We have expanded our evaluation of climate risks and opportunities through a climate scenario analysis that considered both physical and transition risks and worked to develop a decarbonization pathway, all of which will be described in our 2021 ESG Report. In addition, we recently released our climate lobbying report, which describes our global advocacy activities and policy engagements — both direct and indirect — that support and complement our ambitious climate goals. During 2021, we also regularly engaged with shareholders and other stakeholders on ESG trends and opportunities. For more information on ESG matters, including with respect to our climate strategy, risks, opportunities, metrics and targets, please see our 2021 ESG Report, available at www.delta.com/sustainability.

Our Commitment to Our People

We believe that Delta people are our strongest competitive advantage, and they have created a culture that is the foundation of our success. We have long understood that taking care of our people also leads to satisfied customers and other stakeholders. In 2021, as our business began to recover from the impact of the COVID-19 pandemic, we hired approximately 11,000 new full-time employees across our business, including pilots, flight attendants, and gate and reservation agents.

Safety and Health

Our dedication to safety, security and public health is spearheaded by our executive leadership team, including through our Personal Safety Steering Committee and our Operational Safety Committee, and overseen by the Safety & Security Committee of our Board of Directors. We have led the airline industry for many years in employee safety and strive for world-class personal safety performance.

To successfully integrate the influx of new employees during 2021, we adapted many of our safety programs and leveraged the maturity of our risk-based Safety Management System to account for a changing workforce and processes shaped by the COVID-19 pandemic. Delta continued to make significant investments throughout the year in training for employees joining the Delta team as well as leadership development programs and programs to reinforce safety culture.

During 2021, we also continued to prioritize the safety and health of our employees by offering an extensive employee COVID-19 testing program and vaccination program, with on-site vaccination centers in all major employee centers opening promptly following vaccine availability. In addition, we partnered with the state of Georgia to host the state’s largest COVID-19 vaccination site while steadily increasing the vaccination rate among our employees, providing pay protection programs for employees diagnosed with, exposed to or at high risk from COVID-19 and offering free flu shots for all U.S. employees. In February 2021, we hired Dr. Henry Ting as our Chief Health Officer to reimagine our approach to health and wellbeing. We have a framework in place to oversee our wellbeing strategy, which includes oversight from our Wellbeing Council and the Personnel & Compensation Committee of the Board.

Beyond employee safety and health, we proactively reduce risks by identifying, assessing, mitigating and/or eliminating hazards that may cause incidents, accidents or injuries to customers.  In 2021, we safely transported more than 135 million customers system wide. Following the onset of the COVID-19 pandemic, we intensified our focus on the health and safety of our customers, including the creation of our industry-leading cleanliness standards through the Global Cleanliness organization and the implementation of the Delta CareStandard^SM to ensure a consistently safe and sanitized experience across our facilities and aircraft through the use of science-backed cleaning technologies and protocols.

  2022 PROXY STATEMENT 9

Diversity, Equity and Inclusion

As a global airline, we are in the business of bringing people together, and we believe our business should reflect the diversity of our customer base. To achieve this goal, we seek diverse talent internally and externally in an effort to achieve broader representation throughout our organization.

The Personnel & Compensation Committee provides ongoing oversight with respect to policies and strategies relating to talent development and human capital management, including diversity, equity and inclusion. Our Diversity, Equity & Inclusion Council is the senior cross-divisional group that represents the operational, corporate and commercial organizations of our business and is charged with ensuring our diversity, equity and inclusion priorities are relevant and embedded throughout the company, in partnership with our Diversity, Equity & Inclusion Office, which is led by Keyra Lynn Johnson, our Vice President and Chief Diversity, Equity and Inclusion Officer. The council meets regularly to evaluate corporate and divisional metrics, programs and proposals that align with our diversity, equity and inclusion strategy.

We remain focused on our strengthened commitment to be an anti-racist, anti-discrimination organization and want all of our employees to feel a sense of belonging at Delta. We have tools and processes in place to evaluate our progress on diversity, equity and inclusion matters, including with respect to our employees’ sense of belonging. Key elements of our diversity, equity and inclusion strategy to drive this vision include the following:

›

Reimagining our talent strategy, such as by requiring hiring candidate slates and interview panels to reflect diversity and creating new pathways to certain roles by removing college degree requirements;

›

Rebuilding Delta to reflect the world we serve by closing diversity gaps in senior leadership positions through increased representation of women and under-represented groups in those roles, including doubling the number of Black officers and director-level employees by 2025 as compared to 2020;

›

Promoting inclusion through education, training and development opportunities, including enhanced inclusion training attended by more than 62,000 Delta employees during 2021, and through insights leveraged from our employee resource groups, which we refer to as business resource groups; and

›

Driving accountability for equitable outcomes by reviewing and revising our systems, practices and policies in support of our commitment to diversity, equity and inclusion and with a focus on achieving equitable outcomes.

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

Our Commitment to the Environment

Governance of Environmental Sustainability Program

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 evaluates environmental sustainability strategy, goal setting, opportunities and risks as well as efforts and progress, (ii) the Audit Committee, which oversees the reporting of environmental and social matters in Delta’s SEC filings, 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 through the ESG Council, the Carbon Council and the Risk Council, which report to the Delta Leadership Committee (DLC) and are composed of members of the DLC as well as other senior executives from across the organization who help to guide cross-functional working groups on climate strategy and execution as well as related risk mitigation efforts.

›

Global Sustainability team integrated throughout our business and led by Pam Fletcher, our Senior Vice President and Chief Sustainability Officer, who serves on the DLC and each of the ESG, Carbon and Risk Councils.

ir.delta.com   2022 PROXY STATEMENT 10

Climate Goals and Strategy

During 2021, we built on our previously announced plan to invest $1 billion through the end of 2030 toward airline carbon neutrality by announcing our intention to set new medium- and long-term climate goals that are aligned with the applicable framework of the Science Based Targets initiative (SBTi).

›

Long-term net zero goal: Achieving net zero greenhouse gas (GHG) emissions across our airline operation and its value chain (Scopes 1, 2 and 3) no later than 2050, as outlined by the SBTi Net Zero Standard Criteria and in alignment with the United Nations Race to Zero — Business Ambition for 1.5°C campaign.

›

Medium-term emissions intensity goal: As a milestone on the path toward net zero, we are seeking to reduce GHG emissions intensity by 2035 as compared to 2019, based on lifecycle jet fuel emissions of GHGs in accordance with SBTi guidance for the aviation industry and in line with the Paris Agreement’s goal of limiting global warming to well below two degrees Celsius above pre-industrial levels.

We have submitted both goals to SBTi for validation, but we are unable to predict the outcome of that process and when it will be completed. These proposed goals are supported by a robust sustainable aviation fuel (SAF) goal. Our goal is to replace 10% of our jet fuel consumption with SAF by the end of 2030, with the aim of half of that amount from SAF that achieves at least an 85% reduction in lifecycle emissions relative to conventional jet fuel, subject to availability and feasibility.

The global aviation industry is viewed as a hard-to-abate sector, meaning it is innately difficult to decarbonize. We expect our path toward achievement of these ambitious climate goals to include the following levers, with the fleet and fuel levers expected to play the most significant roles:

›

Fleet: Currently, fleet renewal provides the largest impact on reducing emissions and emissions intensity. In 2020, we retired more than 200 of our less efficient aircraft ahead of schedule, improving emissions intensity and fuel efficiency on an available seat mile basis in 2020 and 2021, as compared to 2019. We expect our fleet renewal plans to continue to improve fuel efficiency in future periods.

›

Fuel: SAF is central to reducing the lifecycle carbon emissions from aviation fuel; however, it is not currently available at the scale or cost necessary to meet the industry’s needs. To replace 10% of our jet fuel consumption by the end of 2030, Delta will require at least 400 million gallons of SAF annually. We presently have agreements in place with a number of suppliers for the production of SAF, subject to third-party investment and timely facility development.

›

Operational Initiatives: Delta has launched a cross-functional senior leadership team, known as the Carbon Council, with the aim of executing and tracking operational initiatives to reduce jet fuel consumption and improve our GHG emissions intensity. This work supplements industry-wide efforts to modernize the air traffic control (ATC) system, which would allow for more fuel efficient and therefore less carbon intensive flying.

›

Technological Innovation: We plan to evaluate emerging technologies, such as synthetic hydrocarbon fuels, direct air capture (DAC) and carbon capture and sequestration (CCS) to support our efforts to achieve our long-term climate goals. For instance, we recently announced a collaboration with Airbus on research to accelerate the development of a hydrogen-powered aircraft and the ecosystem it would require.

›

Carbon Offsets: In support of our previously announced goal to invest $1 billion toward airline carbon neutrality through the end of 2030, Delta has purchased and retired approximately $135 million of verified carbon offsets related to approximately 27 million metric tons of our airline’s 2021 carbon emissions, including carbon offsets focused on preventing deforestation. We expect much of the future expenditures in support of this goal to be focused on solutions other than carbon offsets as we aim to progress the climate goals referenced above.

Stakeholder Engagement and Coalition Building

To advance these ambitious goals, we are committed to engaging our stakeholders and building coalitions to help drive down cost and increase production and consumption of alternative fuels and new technologies.

1

We partner with corporate customers to advance our environmental sustainability goals. We signed agreements with 35 corporate customers and travel agencies as of March 2022 to fund SAF that will be applied towards GHG emissions from their business travel on Delta.

2

We participate in sector-specific and multi-sectoral efforts to progress toward our climate goals and to influence climate and sustainability policy development, including Clean Skies for Tomorrow, the Aviation Climate Taskforce, the First Movers Coalition and the LEAF Coalition.

3

We engage with industry, government and trade associations on climate and environmental policy. We have recently advocated in support of several pieces of legislation to advance our climate goals, including legislation to promote development of the SAF market via tax incentives and grants.

4

We collaborate with the FAA and the airline industry to modernize the ATC system, central to reducing fuel consumption and GHG emissions in the near-term, including through forums such as the NextGen Advisory Committee. We have also advocated for NextGen equipage funding for regional jets to accelerate the implementation of a modernized ATC system.

  2022 PROXY STATEMENT 11

Our Commitment to Our Communities

As we connect people with communities, experiences and each other, we are committed to doing our part to build a better world. Giving back to the communities where we live, work and serve is part of our culture at Delta. The graphic below illustrates some of the ways in which Delta and its people gave back in 2021:

DELTA’S COMMUNITY IMPACT

ir.delta.com   2022 PROXY STATEMENT 12

Our Commitment to Leading Governance

Delta has a history of a strong, independent Board, composed of experienced members who are diverse with respect to background, skills, experiences, gender, race and ethnicity. The Board is committed to sound corporate governance in line with evolving best practices.

After pausing the refreshment of the Board during the pandemic, Leslie D. Hale and Greg Creed have recently joined the Board, bringing strong experience and skills. In order to provide continuity as we continue to recover from the impact of the pandemic, the Board has waived the retirement age for Mr. Blake and Mr. Easter. As the Chair of the Board and of the Corporate Governance Committee, Mr. Blake’s leadership of the Board has been critical during the pandemic. Likewise, Mr. Easter has played a crucial role in leading the Audit Committee. Their ongoing service will enable the Board to continue to function efficiently and effectively as leadership responsibilities transition.

Corporate Governance Highlights

  2022 PROXY STATEMENT 13

GOVERNANCE - BOARD MATTERS

During 2021, the Board of Directors met nine times. Each director who served on the Board during 2021 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. It is the Board’s policy that directors are encouraged to attend the annual meeting. All of Delta’s directors attended the virtual annual meeting in 2021. During the year, the Board routinely held executive sessions without the Chief Executive Officer. Mr. Blake presided at these sessions as non-executive Chairman of the Board.

In addition to formal meetings, the Board members participated in bi-monthly update calls with management during the first half of 2021 and continued to hold monthly calls in the second half of the year.

Board Leadership Structure

Because we believe operating pursuant to sound governance practices benefits the long-term interests of our shareholders, for many years we have chosen to elect an independent, non-executive Chairman of the Board separate from our Chief Executive Officer.

We believe the non-executive Chairman of the Board plays an important governance leadership role that enhances long-term shareholder value. 

The Chairman’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 Chief Legal 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

›

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

›

calling meetings of the Board and shareholders

›

chairing the Corporate Governance Committee

›

carrying out other duties requested by the Chief Executive Officer and the Board

Board Committees and Governance Documents

The Board of Directors has established the Audit, Corporate Governance, Finance, Personnel & Compensation and Safety & Security committees to assist it in discharging its responsibilities. The number of meetings held by each of these committees in 2021 and the committee’s primary responsibilities are listed beginning on the next page.

A detailed list of the responsibilities of each committee can be found in the committee charters, which are available in the corporate governance section of our website at ir.delta.com/governance/. Our Certificate of Incorporation, Bylaws, Corporate Governance Principles, codes of ethics and business conduct and director independence standards are also available in the corporate governance section of our website at ir.delta.com/governance/.

ir.delta.com   2022 PROXY STATEMENT 14

In early 2022, the Board reviewed and, as appropriate, updated the allocation of oversight responsibilities for various ESG matters. These responsibilities are identified in bold type in the summary below.

Audit Committee

Members

Primary Responsibilities

William H. Easter III* (Chair) Ashton B. Carter Greg Creed David G. DeWalt* Michael P. Huerta Kathy N. Waller* Meetings in 2021: 9

› oversees our financial reporting and disclosure processes, including the appointment of our independent auditors, the review of the audit and work of our internal audit department and the adequacy and effectiveness of our internal controls over financial reporting › oversees compliance with procedures and processes pertaining to corporate ethics and standards of conduct, including regular review of reports on adherence to these standards › reviews enterprise risk management processes and discusses major risk exposures with management › reviews cybersecurity risks and the security and operations of our information technology systems › oversee the reporting of environmental and social matters in our SEC filings › reviews and, if appropriate, approves or ratifies possible conflicts of interest involving members of the Board or executive officers and related party transactions that would be subject to disclosure under Item 404 of Regulation S-K

*Audit Committee Financial Experts The Audit Committee Report can be found on page 65.

Corporate Governance Committee

Members

Primary Responsibilities

Francis S. Blake (Chair) Ashton B. Carter David G. DeWalt William H. Easter III Michael P. Huerta George N. Mattson Sergio A. L. Rial Kathy N. Waller Meetings in 2021: 5

› leads the Board’s governance practices and procedures, including the search for and recruiting of new outside directors and consideration of nominees for the Board › oversees our governance standards, processes for evaluation of the Board and its committees, and compensation of non-employee directors › oversees our environmental sustainability strategy, goal setting, opportunities and risks, and efforts and progress with respect to these matters › periodically reviews reports on our corporate and PAC political contributions and charitable contributions made by Delta or The Delta Foundation

Finance Committee

Members	Primary Responsibilities
George N. Mattson (Chair) Francis S. Blake Leslie D. Hale Jeanne P. Jackson Sergio A. L. Rial David S. Taylor Meetings in 2021: 10	› reviews and makes recommendations about the financial structure of the company, financial planning, investments (including strategic investments in our overseas commercial airline partners), acquisitions and divestitures, operating plans, capital structure and hedging activities › reviews and approves or recommends to the Board commitments, capital expenditures and financing transactions

  2022 PROXY STATEMENT 15

Personnel & Compensation Committee

Members

Primary Responsibilities

Sergio A. L. Rial (Chair) Francis S. Blake Greg Creed Jeanne P. Jackson George N. Mattson Kathy N. Waller Meetings in 2021: 12

› oversees our general compensation philosophy and practices and the annual review of our Chief Executive Officer and reviews and approves compensation programs for our executive officers › reviews management succession plans and the company leader and talent planning process › makes recommendations to the Board regarding election of officers › oversees policies and strategies relating to talent development and human capital management, including diversity, equity and inclusion and employee wellbeing The Personnel & Compensation Committee Report can be found on page 37.

Safety & Security Committee

Members

Primary Responsibilities

David G. DeWalt (Chair) Ashton B. Carter William H. Easter III Leslie D. Hale Christopher A. Hazleton Michael P. Huerta David S. Taylor Meetings in 2021: 5

› oversees and consults with management on our customer, employee and aircraft operating safety, security and public health goals, performance and initiatives › reviews current and proposed safety and security-related programs, policies and compliance matters › reviews reports and matters that may have a material effect on our flight safety operations, security and public health matters › establishes and approves annual safety and security goals

All members of the Audit, Corporate Governance, Finance and Personnel & Compensation Committees are non-employee directors who are independent, as defined in the New York Stock Exchange (NYSE) listing standards and Delta’s director independence standards. In addition, the members of the Audit Committee and the members of the Personnel & Compensation Committee satisfy the additional independence requirements set forth in rules under the Securities Exchange Act of 1934 (the 1934 Act).

ir.delta.com   2022 PROXY STATEMENT 16

Board Refreshment Process

The Corporate Governance Committee recommends to the Board of Directors nominees for election to the Board. Delta believes each current nominee for the Board of Directors has the following attributes:

›

integrity, honesty and adherence to high ethical standards

›

extensive business acumen and sound judgment

›

a track record of service as a leader in business or governmental settings

›

commitment to diversity, equity and inclusion

The Committee seeks nominees who have the skills and experience to assist management in the operation of Delta’s business and to provide input on Delta’s strategy, among other matters. The Committee is also committed to continuing the enhancement of the diversity of the Board. In accordance with Delta’s Corporate Governance Principles, the Committee and the Board assess potential nominees (including incumbent directors). In its succession planning role, the Committee regularly considers potential candidates for the Board in light of the company’s new and evolving risks, strategies and operations as follows:

  2022 PROXY STATEMENT 17

Board and Committee Evaluation Process

For many years our Board of Directors and each of its committees have annually engaged in comprehensive self-evaluations.

The Board believes this annual evaluation process supports its effectiveness and continuous improvement.

Risk Management

Board Oversight

The Board of Directors has ultimate responsibility to oversee Delta’s enterprise risk management program (ERM). Coordinated by the head of Delta’s Corporate Audit & Enterprise Risk Management department, the ERM program instills a heightened awareness of risk management throughout Delta, identifies and categorizes risks and monitors the progress of enterprise risk mitigation plans. The role of ERM is to provide a risk management framework with cross-functional alignment to enable risk informed decision-making through identification and categorization of risks and monitoring the progress of enterprise risk mitigation plans.

The Board discusses risk throughout the year, particularly when reviewing operating and strategic plans and when considering specific actions for approval. The Board’s oversight of risk management is managed through delegation to each of the Board’s committees with regular reporting to the full Board.

ir.delta.com   2022 PROXY STATEMENT 18

Management’s Role

Delta’s ERM process is a journey of continuous improvement and iteration to meet the evolving needs of our business. Leaders of the business divisions, working closely with the ERM leader, have responsibility for risk identification, development of business risk mitigation plans, and monitoring and reporting progress of their implementation. Delta’s leadership structure, combined with the roles of the Board, its committees, and the Risk Council, provide appropriate leadership for effective risk oversight.

Risk Council

The senior management level, cross-divisional Risk Council meets quarterly and includes the Chief Legal Officer, Chief Compliance Officer, Chief Financial Officer, Chief Information Officer, Senior Vice President - Corporate Safety and Security, Chief Health Officer, Controller, Chief Information Security Officer, Chief Sustainability Officer and the head of the Corporate Audit & Enterprise Risk Management department, among others. As appropriate, various officers and employees attend meetings of the Risk Council and follow up on issues addressed within the Risk Council.

The Risk Council oversees all areas of the company’s business risk, including the following: monitoring risk tolerance levels; defining organizational responsibilities for risk management; identifying significant risks to Delta; and risk mitigation and management strategies based on Delta’s risk tolerance levels as well as monitoring the business to determine that risk mitigation activities are in place and operating.

  2022 PROXY STATEMENT 19

Communications with Directors

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

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

Communications will be sent directly to the Chairman of the Board, as representative of the non-management directors, other than communications pertaining to customer service, human resources, accounting, auditing, internal control and financial reporting matters. Communications regarding customer service and human resources matters will be forwarded for handling by the appropriate Delta department. Communications regarding accounting, auditing, internal control and financial reporting matters will be brought to the attention of the Audit Committee chair.

ir.delta.com   2022 PROXY STATEMENT 20

SHARE OWNERSHIP

Directors and Executive Officers

The following table sets forth the number of shares of Delta common stock beneficially owned as of April 22, 2022, by each director and director nominee, each person named in the Summary Compensation Table in this proxy statement, and all directors and current executive officers as a group. Unless otherwise indicated by footnote, the owner exercises sole voting and investment power over the shares listed.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	(1)
Directors:
Edward H. Bastian	2,036,130	(2)
Francis S. Blake	70,095
Ashton B. Carter	19,620
Greg Creed	11,000
David G. DeWalt	64,340
William H. Easter III	57,790	(3)
Leslie D. Hale	-
Christopher A. Hazleton	300
Michael P. Huerta	19,945
Jeanne P. Jackson	48,230	(4)
George N. Mattson	115,280	(5)
Sergio A. L. Rial	22,571
David S. Taylor	40,580
Kathy N. Waller	26,970
Named Executive Officers:
Glen W. Hauenstein	945,804	(2)
Alain M. Bellemare	158,530	(2)
Peter W. Carter	403,712	(2)
Daniel C. Janki	210,921	(2)
William C. Carroll	79,720	(2)
Garrett L. Chase	77,750	(2)
Directors and Current Executive Officers as a Group (25 Persons)	5,389,042	(2)
(1)  Each of the individuals listed in the table and the directors and current executive officers as a group beneficially owned less than 1% of the shares of common stock outstanding on April 22, 2022. (2)  Includes the following number of shares of common stock which a director or a named executive officer has the right to acquire upon the exercise of stock options that were exercisable as of April 22, 2022, or that will become exercisable within 60 days after that date:

Name	Number of Shares
Edward H. Bastian	1,561,754
Glen W. Hauenstein	668,277
Alain M. Bellemare	22,687
Peter W. Carter	218,210
Daniel C. Janki	24,577
William C. Carroll	47,411
Garrett L. Chase	44,641
Directors & Current Executive Officers as a Group	3,209,550

(3) 

Includes 48,170 shares held by the Easter Management Trust, over which Mr. Easter has shared investment and voting power.

(4) 

Includes 22,000 shares held by a trust for the benefit of Ms. Jackson and her husband and 3,510 shares held by trusts for the benefit of Ms. Jackson’s children. Ms. Jackson has shared investment and voting power over all shares held in these trusts.

(5) 

Includes 2,000 shares held by Mr. Mattson’s wife, 6,000 shares held through trusts for the benefit of Mr. Mattson’s children and for which Mr. Mattson’s wife serves as trustee; also includes 2,000 shares held by a trust for the benefit of Mr. Mattson’s adult son, over which Mr. Mattson has shared investment power and which is not required to be reported on a Form 4.

  2022 PROXY STATEMENT 21

Beneficial Owners of More than 5% of Voting Stock

The following table provides information about the following entities known to Delta to be the beneficial owner of more than five percent of Delta’s outstanding common stock as of April 22, 2022.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class
The Vanguard Group 100 Vanguard Blvd Malvern, PA 19355	66,966,728(1)	10.4%
BlackRock, Inc. 55 East 52nd Street New York, NY 10055	38,133,128(2)	5.9%
(1)  Based on an amendment to Schedule 13G filed on February 9, 2022, in which The Vanguard Group reported that, as of December 31, 2021, it had shared voting power over 826,784 of these shares, sole dispositive power over 64,978,640 of these shares and shared dispositive power over 1,988,088 of these shares. (2)  Based on an amendment to Schedule 13G filed on February 1, 2022, in which BlackRock, Inc. reported that, as of December 31, 2021, it had sole voting power over 35,049,978 of these shares and sole dispositive power over 38,133,128 shares.

ir.delta.com   2022 PROXY STATEMENT 22

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section of the proxy statement describes the compensation of our named executive officers for 2021. It also discusses how our executive compensation program reflects our compensation philosophy and objectives, including the importance of linking pay to performance.

2021 Named Executive Officers

Name	Position
EDWARD H. BASTIAN	Chief Executive Officer
GLEN W. HAUENSTEIN	President
ALAIN M. BELLEMARE	Executive Vice President & President - International
PETER W. CARTER	Executive Vice President & Chief Legal Officer and Corporate Secretary
DANIEL C. JANKI	Executive Vice President & Chief Financial Officer

Effective July 19, 2021, Daniel C. Janki became Delta’s Chief Financial Officer. William C. Carroll and Garrett L. Chase concluded their service as Interim Co-Chief Financial Officers as of that date.

Executive Summary

We started 2021 coming off one of the most difficult years in Delta’s history — a year in which we learned how to operate an airline through the ever-changing circumstances of a global pandemic. We understood that, like 2020, 2021 would not be predictable. We expected to see two distinct phases over the year. The first looking like 2020 with travel demand deeply depressed, and the second, when we reached a turning point with widely available vaccinations spurring the reemergence of travel.

Because of this uncertainty, we did not implement our traditional “Flight Plan,” which sets forth Delta’s short-term and long-term business goals, for 2021. Instead, we relied on the following guiding principles to drive our decisions over the year:

›

Keeping our people, our customers and our communities safe through our health and safety protocols

›

Harnessing the innovation and agility we developed in 2020 to create and execute our plan for recovery

›

Listening to our customers and acting on their feedback to provide us the blueprint for Delta’s future

›

Living our values and continuing to address inequity, economic disparity and climate change

These principles successfully drove the airline in 2021. Our operational excellence and best-in-class service were recognized by travelers as J.D. Power’s No. 1 airline in customer satisfaction among airlines in North America. And, we ended the year being the only major U.S. airline to deliver profitability for the second half, allowing us to make a payment to our employees under the company’s broad-based profit-sharing program (Profit Sharing Program).

The progress Delta made in its recovery from the impact of the pandemic in 2021 is described in detail in the “Letter from the CEO,” “Letter from the Non-Executive Chairman of the Board” and the “Proxy Statement Summary” sections of this proxy statement.

Our Employee Commitment

Through mask mandates, new variants and pandemic fatigue, COVID-19 continued to be challenging to the airline industry in 2021. Our employees once again proved that Delta’s most important competitive advantage is its people. As a result of their resilience and dedication, we were ready to welcome back our customers as they steadily resumed air travel. During 2021, we returned all of our people to full schedules and began rebuilding our workforce by welcoming approximately 11,000 new employees to Delta, while continuing our commitment to promote a culture of open, honest and direct communications and building an environment that encompasses diversity, equity and inclusion.

  2022 PROXY STATEMENT 23

Supporting our People in 2021 We have asked a lot of our people over the last two years and they have risen to the occasion by consistently delivering the Delta Difference to our customers, communities and each other. Delta supported its employees during this crucial time in various ways, including:
	Prioritizing Health and Wellbeing Our number one priority through the pandemic has been the health and safety of our people. In February 2021, we welcomed Dr. Henry Ting to Delta as our Chief Health Officer—a first for a U.S. airline. In addition to our COVID-19 response and measures to protect employees, such as providing vaccines on-site at our largest employee centers, Dr. Ting and his team are conducting a top-down review of our health and wellness offerings to ensure we are supporting and elevating all aspects of employee wellbeing—physical, emotional, social and financial.
	Paying Profit-Sharing Program We paid over $100 million in February 2022 under the Profit Sharing Program in recognition of the achievements of our employees that made Delta profitable for the second half of 2021.
	Maintaining the Shared Rewards Program We awarded $55 million under Delta’s broad based shared rewards program (Shared Rewards Program) based on the hard work of our employees meeting key operational performance goals during 2021 (on-time arrival, baggage handling, flight completion factors and net promoter score) recognizing that superior performance by our front line employees directly affects customer satisfaction.
	Continuing our Commitment to Financial Wellness We recognized that the last two years have been challenging for our people not only physically and mentally, but also financially. In addition to helping our employees save for retirement by making over $890 million in company contributions to our 401(k) plans in 2021, Delta is making one-on-one financial coaching available to our domestic employees. In addition, Delta contributed $1.5 billion to our frozen defined benefit plans.

Diversity, Equity and Inclusion

Our commitment to diversity, equity and inclusion is in pursuit of our goal to connect and reflect the world — bringing people together and representing the communities that Delta serves. We have committed to building a better future, fueled in large part by our focus on diversity, equity and inclusion. This goes beyond doing the right thing. It is imperative to our success.

In the midst of a global reckoning over racial inequity and injustice, we strengthened our commitment in 2020 to be an anti-racist and anti-discrimination organization that fosters our employees’ sense of belonging at Delta. In 2021, we accelerated our actions to close diversity gaps by increasing the representation of women and under-represented groups in senior leadership positions and doubling the number of Black officers and director-level employees by 2025 as compared to 2020. This progress, which falls under the oversight of the Personnel & Compensation Committee, is reported out regularly to the Board of Directors and made public twice a year.

See “Our Commitment to Our People” starting on page 9 for more information about Delta’s diversity, equity and inclusion efforts.

Talent Planning and Development

Talent planning and development are important at all levels within Delta — from our executives to our frontline employees. 2021 was a year like none other as we welcomed approximately 11,000 new employees to the organization and transitioned 40% of our leaders into new roles. This amount of transition was positive for our people, opening opportunities to progress their careers within the organization. To support this transition, we leaned on sound talent planning processes, a new and improved learning and development platform and additional leader training.

The Personnel & Compensation Committee also continues to place significant focus on executive talent planning. The Board of Directors is regularly updated on key talent indicators for our senior leaders, including recruiting, development and succession planning programs. They are also exposed to potential future executive leaders through board meetings and informal events.

ir.delta.com   2022 PROXY STATEMENT 24

Executive Compensation in 2021

In 2020, the Personnel & Compensation Committee determined not to make changes to any outstanding short-term or long-term incentive awards, despite the pandemic negatively impacting award values significantly — ensuring our executives remained fully aligned with shareholders. It made that decision knowing it would have to develop a program for 2021 that rewards our executives’ leadership in the industry, continued focus on our recovery and commitment to Delta. The Personnel & Compensation Committee met extensively with its compensation consultant and company management to consider how best to achieve these objectives within a set of guiding principles that adhere to our pay for performance compensation philosophy and comply with the compensation limitations of the CARES Act.

In setting the executive compensation program for 2021, the Personnel & Compensation Committee decided to maintain the program’s current elements, including retaining the general structure of our annual and long-term incentive plans. However, due to the continued uncertainty of the pandemic’s ongoing impact on our business and the complexity of determining performance goals in such an environment, the Committee made adjustments to better link compensation with performance through the expected stages of recovery, while ensuring the majority of compensation remained at risk. As indicated below, some of these changes were temporary for 2021 in consideration of the unique impact of the pandemic.

In addition to other actions taken by the Committee as described in this Compensation Discussion and Analysis, the following actions were taken with respect to our annual and long-term incentive plans for 2021:

›

Bifurcated Performance Periods. Due to the continued uncertainty of the pandemic’s ongoing impact to our business and the complexity of determining performance goals in such an environment, the Personnel & Compensation Committee established two separate performance periods under both the annual and long-term incentive plans.

›

For the annual plan, the performance period was divided in two six-month periods (rather than a single 12-month performance period).

›

For the performance award component of the long-term incentive program, the typical three-year performance period was divided into separate one-year (2021) and two-year periods (2022-2023).

The Personnel & Compensation Committee reinstated the full twelve-month and three-year performance periods for our 2022 incentive plans.

›

Reduced Number of Performance Measures. To concentrate our named executive officers’ focus on the elements most beneficial to our recovery efforts, the Personnel & Compensation Committee simplified the annual and long-term incentive plans by reducing the number of performance measures under each plan.

›

Under the annual plan, the number of performance measures was reduced from three to two.

›

Under the long-term incentive program, the number of performance measures applicable to the performance award component was reduced from five (including a modifier) to three and the performance hurdle that triggered time-based vesting of the stock option award component was removed.

›

Revised Certain Payout Provisions.

›

The maximum payout available under the annual plan was reduced to 150% (from 200%).

›

The three-year vesting schedule for restricted stock awards under the long-term incentive program was front-loaded, so that 50% of the award vests after the first year and the remaining 50% will vest equally over the next following two years. We returned to our traditional vesting schedule (three equal installments) for restricted stock granted under our 2022 long-term incentive program.

›

Any payouts to executive officers with respect to the performance award component of the long-term incentive program will be made in cash (rather than being converted to shares of Delta stock on the payment date).

›

Implemented Target Ranges for Certain Performance Measures. Again, given the uncertainty of our recovery efforts and the resulting difficulty in setting a single number for each relevant performance target, the Personnel & Compensation Committee decided to set a target range determined based on our business plan and expectations for the year.

The CARES Act

In April 2020, Delta entered into an agreement with the U.S. Department of the Treasury to receive emergency support through the payroll support program under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), which totaled $5.6 billion. In January and April 2021, Delta and the Treasury Department entered into additional payroll support program agreements under the Consolidated Appropriation Act, 2021 and the American Rescue Plan Act of 2021 (with the initial agreement, referred to as the PSP Agreements). Collectively, these additional agreements provided approximately $6.4 billion in payroll support payments. All of the payroll support funds were required to be used exclusively for the payment of employee wages, salaries and benefits and were conditioned on Delta agreeing, among other things, to refrain from conducting involuntary employee layoffs or furloughs from the date of the agreement through September 30, 2021, or the date on which Delta has expended all of the payroll support funds. In addition, Delta became subject to other restrictions, including certain limitations on executive compensation (CARES Act compensation limitations).

Under the CARES Act compensation limitations, the total compensation (as defined in the PSP Agreements) of our management employees whose total compensation exceeded $425,000 in 2019 is limited during any 12 consecutive month

  2022 PROXY STATEMENT 25

period beginning March 24, 2020 through April 1, 2023 to the total compensation the employee received in 2019. Additionally, for those individuals whose total compensation exceeded $3 million in 2019, the total compensation is limited to (1) $3 million plus (2) 50% of the excess over $3 million.

Delta has designed compliance processes for the CARES Act compensation limitations, including, in certain cases, making adjustments to the composition of an individual’s long–term incentive awards, and has provided periodic comprehensive reports to the Treasury Department, as required by the PSP Agreements.

Administration of the Executive Compensation Program

PERSONNEL & COMPENSATION COMMITTEE

The Personnel & Compensation Committee oversees and approves Delta’s executive compensation program to reinforce our culture by ensuring a strong connection between pay and performance as well as alignment between our executives, employees and shareholders. This includes:

›

Establishing Delta’s executive compensation philosophy and objectives in consultation with an independent compensation consultant and company management

›

Overseeing the development and implementation of our executive compensation program

›

Reviewing and approving the compensation structure and performance measures for our Chief Executive Officer and other executive officers

›

Evaluating the performance of the Chief Executive Officer in meeting corporate goals and objectives

›

Reviewing and advising the Board of Directors on management succession planning

›

Overseeing Delta’s policies and strategies relating to talent development and human capital management, including diversity, equity and inclusion

›

Making recommendations to the Board of Directors on the appointment of officers

›

Reviewing tally sheets, competitive market data for our peer group and individual contributions to establish target compensation for our executive officers

INDEPENDENT COMPENSATION CONSULTANT

In 2021, after considering the factors provided under the NYSE listing standards and Item 407(e)(3)(iii) of SEC Regulation S-K, the Personnel & Compensation Committee engaged Frederic W. Cook & Co., Inc. (FW Cook) as its independent executive compensation consultant. In this role, FW Cook provides advice to the Personnel & Compensation Committee and the Corporate Governance Committee regarding Delta’s executive and director compensation programs. This includes:

› Providing advice regarding Delta’s executive compensation program based on the company’s business strategy, compensation philosophy, prevailing market practices and relevant regulatory mandates › Providing annual recommendations directly to the Personnel & Compensation Committee on Chief Executive Officer compensation › Advising the Corporate Governance Committee on the compensation for the non-executive Chairman 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 2021.

DELTA MANAGEMENT

Delta’s management team provides input to the Personnel & Compensation Committee on Delta’s executive compensation program structure and, under the supervision of the Personnel & Compensation Committee, is responsible for the ongoing administration of the program. This includes:

›

Developing Flight Plan goals and providing input on business strategy and performance

›

Providing updates to the Personnel & Compensation Committee on key executive compensation trends in the industry and general market

›

Evaluating the financial and legal implications of executive compensation proposals and confirming proposed payouts to executive officers under our incentive compensation plans are calculated correctly and comply with plan terms

›

The Chief Executive Officer making recommendations for the compensation of executive officers other than himself

ir.delta.com   2022 PROXY STATEMENT 26

Executive Compensation Philosophy and Objectives

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

Pay for Performance

Pay for performance is the foundation of our compensation philosophy for all employees, driving a strong sense of team work and continual improvement of business results. Our executive compensation program places a substantial portion of total compensation at risk. In 2021, 94% of total target compensation for the Chief Executive Officer and 90% of total target compensation for the other named executive officers was contingent on Delta achieving ambitious financial, operational and customer service goals or subject to stock price performance. Furthermore, the majority of their total compensation is equity-based, which, together with our stock ownership and retention guidelines, aligns the interests of management to the interest of shareholders.

The Personnel & Compensation Committee sets stretch performance goals under our annual and long-term incentive plans to drive Delta’s business strategy and to deliver value to our shareholders.

Our incentive plans closely align the interests of management with those of frontline employees in two respects. First, many of the same financial, operational and customer service performance measures are used in both our executive and broad-based employee compensation programs. Second, we have long structured our annual incentive plan to ensure that executives do not receive above-target incentive payouts unless our people also receive payment under the Profit Sharing Program for the year.

Say on Pay Voting Results

At our 2021 annual meeting, we asked shareholders for a non-binding “say on pay” advisory vote to approve the 2020 compensation of the named executive officers. The holders of 93% of the shares present and entitled to vote at the 2021 annual meeting voted for approval of the compensation of the named executive officers. The Personnel & Compensation Committee took these results into account by continuing to emphasize our pay for performance philosophy utilizing challenging performance measures that provide incentives to deliver value to our shareholders.

  2022 PROXY STATEMENT 27

Corporate Governance and Compensation Practices

Our executive compensation program reflects corporate governance policies and compensation practices that are transparent and consistent with best practices. The following chart highlights the policies and practices we consider instrumental in driving company performance while mitigating risk, as well as the practices we avoid:

What We Do:	Aaa	What We Don’t Do:
Subject officers’ incentive compensation to compensation clawback provisions Apply stock ownership and retention guidelines to executive officers and directors Follow objective, standardized criteria for the timing of equity award grants Include “double trigger” change in control provisions in our incentive awards Prohibit hedging and pledging of company stock by our employees Require a one-year minimum vesting period for performance-based awards under our equity compensation plan Fully disclose our incentive plan performance measures Engage with institutional investors regarding our executive compensation program		No employment contracts No excise tax reimbursement for payments made in connection with a change in control No repricing, cash buyouts or share recycling of stock options and stock appreciation rights under our equity compensation plan No hedging or pledging of company stock No loss on sale for residence relocation protection for named executive officers No supplemental executive retirement or deferred compensation plans No company-provided: › personal club memberships › executive life insurance › home security › financial planning

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.

Our peer group is composed of three major U.S. airlines and eighteen other companies in the hotel/leisure, transportation/ distribution, machinery/aerospace/defense and retail industries. We selected these industries because we believe it is important that our peer group have business characteristics that are similar to Delta’s, including revenue size, market capitalization, number of employees, operating margin and global presence. In order to retain and attract the talent we need, Delta must compete with these types of companies, and if the peer group was limited to the airline industry, we would have to include companies that are a fraction of the size and scope of Delta. The Personnel & Compensation Committee, in consultation with the compensation consultant and company management, reviews and considers changes to the composition of our peer group annually. There were no changes to the peer group in 2021. The companies in our peer group are:

Airlines:	American Airlines Group Inc.	Southwest Airlines Co.	United Airlines Holdings, Inc.
Hotel/Leisure:	Carnival Corporation & plc	Marriott International, Inc.
Transportation/ Distribution:	The Coca-Cola Company FedEx Corporation Norfolk Southern Corporation	PepsiCo, Inc. Sysco Corporation	Union Pacific Corporation United Parcel Service, Inc.
Machinery/ Aerospace/Defense:	The Boeing Company Honeywell International Inc.	L3Harris Technologies Inc. Textron Inc.	Raytheon Technologies Corporation
Retail:	Best Buy Co., Inc. The Home Depot, Inc.	Lowe’s Companies, Inc.	Target Corporation

ir.delta.com   2022 PROXY STATEMENT 28

Peer Group	Revenue ($)(1)	Market Capitalization ($)(2)	International Operations as Percentage of Revenue (%)(3)
75th Percentile	79,474	161,960	40
Median	38,655	72,446	24
25th Percentile	17,814	25,358	8
DELTA AIR LINES	29,899	24,925	19
Source: Standard & Poor’s Capital IQ
(1) Last 12 months from most recent quarter ended on or before December 31, 2021. In millions. (2) As of December 31, 2021. In millions. (3) As of the most recent fiscal year-end

Elements of Compensation

Compensation elements for our executive officers include:

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	› 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
	Long-Term Incentive Program	› 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
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

Delta does not have a specific compensation target for each element of compensation. As shown in the compensation mix charts on page 27, at-risk compensation is the largest portion of the total compensation opportunity for the Chief Executive Officer and the other named executive officers. The Personnel & Compensation Committee believes this is the appropriate approach for aligning the interests of the named executive officers and shareholders.

The Personnel & Compensation Committee considers a number of factors, including competitive market data, internal equity, role and responsibilities, business and industry conditions, management succession planning and individual experience and performance in determining executive compensation. When making specific compensation decisions, the Personnel & Compensation Committee also reviews compensation “tally sheets” prepared by the compensation consultant. The tally sheets detail the total compensation and benefits for each executive officer, including the compensation and benefits the officer would receive under hypothetical termination of employment scenarios.

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.

Without our traditional Flight Plan for 2021, the Personnel & Compensation Committee approached its performance measure evaluation with a focus on recovery and further strengthening Delta’s competitive advantages, with the objective of:

›

Utilizing absolute and relative performance measures to ensure Delta’s industry leadership operationally and financially

›

Building on the customer service and safety initiatives instituted during the pandemic to drive relative premium revenue

›

Encouraging sustainable revenue generation that enables disciplined investment and balance sheet restoration

  2022 PROXY STATEMENT 29

The Personnel & Compensation Committee believed that whether the motivation is to rebuild the airline to pre-pandemic levels or exceed record profit levels, the performance measures established in prior years continue to be the best indicators of Delta’s success and align the interests of the named executive officers with our employees, customers and shareholders. Accordingly, the Personnel & Compensation Committee decided not to introduce any new performance measures under our annual and long-term incentive plans for 2021. Rather, it reduced the total number of performance measures under both plans and retained those that (1) met the Committee’s objectives, (2) directed the named executive officers’ focus on driving financial recovery and maintaining operational excellence and (3) were less affected by volatile external factors.

In determining the appropriate performance measures for the 2021 incentive plans, the Personnel & Compensation Committee excluded those that would better measure the company’s performance once the airline returned to profitability and generated sustained operating cash flows. This resulted in the removal of pre-tax income margin (measured against an airline peer group) under the annual incentive plan and return on invested capital under the long-term incentive program. In addition, the total shareholder return modifier (relative to all other S&P 500 companies) in the long-term incentive program was removed to address the disproportionate impact the pandemic has had on various industries included in the S&P 500. The Personnel & Compensation Committee believed that superior performance in the retained performance measures should ultimately produce sustainable long-term shareholder returns.

In setting the annual and long-term performance goals for each performance measure, the Personnel & Compensation Committee has traditionally reviewed our business plans and considered other factors, including our past variance to targeted performance, our historical performance, economic and industry conditions and the performance of other airlines. Due to the continued economic uncertainty and lack of forward visibility on the duration and impact of the pandemic on our business, the Personnel & Compensation Committee established two separate performance periods (utilizing the same performance measures) for both the annual and long-term incentive plans. Further, for the same reasons, the Committee implemented target ranges for the majority of the performance measures. This allowed the Personnel & Compensation Committee to better 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.

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 our people
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 achievement of either internal goals or first place performance relative to airline peers (other than net promoter scores)

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 › Encourages focus on achieving top-line revenue growth while emphasizing disciplined capacity growth
Customer Service Performance	› Based on Delta’s net promoter scores, this measure further emphasizes the importance of earning and maintaining customer preference and loyalty › Due to the level of global travel restrictions that continue to impact international travel, this measure was limited to Delta’s domestic net promoter scores
Free Cash Flow	› Encourages focus on long-term revenue and margin growth and is a measure of our business resilience

Base Salary

The base salaries of our Chief Executive Officer and our other named executive officers remain below the median of the peer group for their respective positions.

In 2020, our named executive officers each agreed to temporarily reduce their base salaries for nine months beginning April 1 (100% reduction for Mr. Bastian and 50% for Mr. Hauenstein and Mr. Carter). Effective January 1, 2021, their base salaries were reinstated to 2020 levels with none of our named executive officers receiving a salary increase in 2021.

ir.delta.com   2022 PROXY STATEMENT 30

Annual Incentive

The 2021 Management Incentive Plan (2021 MIP) links pay and performance by providing management employees with a compensation opportunity based on Delta’s achievement of short-term business goals in 2021. The 2021 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 2021 MIP are provided in cash. However, to provide further alignment between our executive officers and our people, the executive officers’ 2021 MIP awards are subject to the following conditions if there is no Profit Sharing Program payout to employees for the year:

›

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.

The 2021 MIP was divided into two separate six-month performance periods, with each period accounting for 50% of the total 2021 MIP award opportunity. The following chart shows the performance measures for the named executive officers under the 2021 MIP and the actual performance for each measure for 2021.

(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.

  2022 PROXY STATEMENT 31

The target award opportunities under the 2021 MIP are expressed as a percentage of each participant’s base salary earned during the year, other than Mr. Janki, whose 2021 MIP award was based on his annualized base salary. 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 2020 target award opportunities were maintained for Mr. Bastian, Mr. Hauenstein and Mr. Carter in 2021. The target cash compensation opportunities (base salary and MIP) for our named executive officers are in alignment with the peer group median.

Summarized in the table below are the 2021 MIP awards earned by each named executive officer. Because there was a payout under the Profit Sharing Program for 2021, payments under the 2021 MIP were made in cash.

Named Executive Officer	Base Salary*		Target Award (as % of base salary)	Target Award		Percentage of Target Award Earned	Total 2021 MIP Award
Mr. Bastian	$	950,000	200%	$	1,900,000	93.75%	$	1,781,250
Mr. Hauenstein	$	700,000	175%	$	1,225,000	93.75%	$	1,148,438
Mr. Bellemare	$	609,375	150%	$	914,063	93.75%	$	856,934
Mr. Carter	$	550,000	150%	$	825,000	93.75%	$	773,438
Mr. Janki	$	650,000	175%	$	1,137,500	93.75%	$	1,066,406

*

Reflects base salary earned during 2021, except for Mr. Janki, whose 2021 MIP award was based on his annualized base salary

Long-Term Incentives

2021 Long-Term Incentive Program

The 2021 Long-Term Incentive Program (2021 LTIP) links pay and performance by providing management employees with a compensation opportunity that aligns the interests of management and shareholders, with a large portion contingent upon Delta’s financial, customer service and stock price performance over a three-year period. The performance measures and goals are the same for the Chief Executive Officer, the other named executive officers and all other participants in this program.

The 2021 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 2020 target award levels for the named executive officers were maintained, except for Mr. Carter. Mr. Carter’s target award opportunity under the 2021 LTIP was increased to recognize his significant contributions in implementing the company’s strategic initiatives.

Under the 2021 LTIP, Mr. Bastian and Mr. Hauenstein received an award opportunity consisting of 34% performance awards, 33% restricted stock and 33% stock options, Mr. Carter received 25% performance awards, 58% restricted stock and 17% stock options, and the remaining named executive officers received 38% performance awards, 37% restricted stock and 25% stock options. These award allocations were selected to balance the incentive opportunity between Delta’s financial performance relative to other airlines, internal company performance and stock price performance. This mix and the other terms of the 2021 LTIP are intended to balance the performance and retention incentives with the volatility of airline stocks.

Performance Awards

Performance awards are long-term incentive opportunities payable in cash. Performance during the award’s three-year performance period is measured over the following two separate periods: (1) January 1, 2021 – December 31, 2021 and (2) January 1, 2022 – December 31, 2023. One-third of the named executive officer’s target performance award is allocated to the first performance period and the remaining two-thirds is allocated to the second performance period. Any payouts under this award, including amounts earned under the first performance period in 2021, will occur in 2024.

The following chart shows the three performance measures for the named executive officers for the first performance period and the actual performance for each measure in 2021.

ir.delta.com   2022 PROXY STATEMENT 32

YEAR 1 OF 2021 LTIP

(1)

For purposes of the 2021 LTIP, the Industry Group consists of: Alaska Airlines, American Airlines, JetBlue Airways, Southwest Airlines and United Airlines.

In February 2022, the Personnel & Compensation Committee approved the performance measures for the second performance period. The following chart shows the range of potential payments of the performance awards based on the 2021 LTIP’s three performance measures over the second performance period.

YEARS 2-3 OF 2021 LTIP

(1)

For purposes of the 2021 LTIP, the Industry Group consists of: Alaska Airlines, American Airlines, JetBlue Airways, Southwest Airlines and United Airlines.

Restricted Stock

The 2021 LTIP provides that restricted stock will vest in three installments, as follows: 50% on February 1, 2022 and 25% on each of February 1, 2023 and February 1, 2024, subject to forfeiture in certain circumstances. Because these awards were granted while Delta is restricted from paying dividends under the CARES Act, they are not eligible for dividends, even if dividends are later paid while these awards remain unvested. The value of an individual’s restricted stock award will depend on the price of Delta stock when the award vests.

  2022 PROXY STATEMENT 33

Stock Options

The 2021 LTIP provides that stock options will vest in three equal installments on February 1, 2022, February 1, 2023 and February 1, 2024.

For additional information about the vesting and possible forfeiture of the 2021 LTIP awards, see “Post-Employment Compensation—Potential Post-Employment Benefits upon Termination or Change in Control—Long-Term Incentive Programs” on page 47.

The 2019 Long-Term Incentive Program Payouts

In 2019, the Personnel & Compensation Committee granted Mr. Bastian, Mr. Hauenstein and Mr. Carter performance awards under the 2019 Long-Term Incentive Program (2019 LTIP). We reported these award opportunities in our 2020 proxy statement.

The performance awards were denominated in cash but paid in shares of Delta stock to the named executive officers. The payout of these 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, return on invested capital and total shareholder return relative to all other S&P 500 companies over the three-year performance period ended December 31, 2021.

Summarized in the chart below are the performance results certified by the Personnel & Compensation Committee for the performance awards under the 2019 LTIP and the resulting percentage of target award opportunity earned:

2019 LTIP PAYOUT

(1)

This column reflects the percentage of the target award earned after application of the performance measure weightings.

ir.delta.com   2022 PROXY STATEMENT 34

The 2020 Long-Term Incentive Program - Performance Stock Options

In 2020, the Personnel & Compensation Committee granted Mr. Bastian, Mr. Hauenstein and Mr. Carter performance stock options under the 2020 Long-Term Incentive Program (2020 LTIP). We reported these award opportunities in our 2021 proxy statement.

Under the 2020 LTIP, the performance stock options will become exercisable based on a time-based vesting schedule subject to employees receiving a payout under the Profit Sharing Program for 2020 or 2021. There was no profit sharing payment made for 2020 and the performance stock options remained unvested.

Because our people received a payout under the Profit Sharing Program for 2021, two-thirds of the applicable named executive officers’ performance stock options vested and became exercisable on February 9, 2022 (the date on which the Personnel & Compensation Committee certified the performance measure was satisfied) and the remaining one-third will vest on February 1, 2023.

Sign-On Awards

In connection with the hiring of Mr. Bellemare and Mr. Janki, each were provided with a one-time cash signing bonus and initial equity award consisting of time-based restricted stock to replace forfeited opportunities and as an inducement to join Delta. These sign-on awards were an important part of their total compensation package, which was essential to the successful recruitment of these individuals. The awards set forth below were paid or granted shortly following the commencement of their employment.

Named Executive Officer	Sign-On Bonus(1)	Initial Equity Award(2)
Mr. Bellemare	$1,000,000	$3,000,000
Mr. Janki	$1,500,000	$4,500,000

(1)

The sign-on bonus is subject to the following repayment conditions: if the executive’s employment is terminated by Delta for cause or by the executive without good reason (a) on or before the first anniversary of the applicable hire date, he will repay the entire after-tax portion of the signing bonus or (b) after the first anniversary but before the second anniversary of the hire date, he will repay the after-tax portion of one-half of the signing bonus.

(2)

The initial equity awards will vest in equal installments on the first, second and third anniversaries of the executive’s hire date, subject generally to the executive’s continued employment. For additional information about the possible forfeiture of these initial equity awards, see “Post-Employment Compensation—Potential Post-Employment Benefits upon Termination or Change in Control—Long-Term Incentive Programs” on page 47.

Benefits

Our named executive officers participate in the same ongoing retirement plans as our frontline employees, including a defined contribution plan and, for certain officers, a frozen defined benefit pension plan. We do not provide any supplemental executive retirement plans or deferred compensation plans. The named executive officers also receive the same health and welfare benefits provided to all Delta employees, except for basic life insurance coverage, which all other employees receive and our officers do not. In addition, Delta requires officers to regularly complete a comprehensive physical examination. Delta pays the cost of this examination. Every domestic full-time Delta employee is eligible for a free physical under the company’s health plans. Other than eligibility for flight benefits (for the executive officer, immediate family members and other designees and, in certain circumstances, the executive officer’s surviving spouse), Delta provides no perquisites to any of our officers. Delta provides certain flight benefits to all employees and eligible retirees and survivors. These benefits are a low-cost, highly valued tool for attracting and retaining talent and are consistent with industry practice. See the Summary Compensation Table and the related footnotes beginning on page 38 for information regarding benefits received in 2021 by the named executive officers.

Risk Assessment

The Personnel & Compensation Committee requested its consultant, FW Cook conduct a risk assessment of Delta’s executive compensation program. Based on this review, FW Cook determined that the executive compensation program does not encourage unnecessary risk-taking, and the Personnel & Compensation Committee and company management agree with this assessment. The Personnel & Compensation Committee notes the executive compensation program includes: (1) a compensation clawback policy for officers; (2) stock ownership and retention guidelines for executive officers; (3) incentive compensation capped at specified levels; (4) an emphasis on longer-term compensation; (5) use of multiple performance measures, both annual and long-term; and (6) an anti-hedging and anti-pledging policy for all employees. These features are designed to align the interests of executives with preserving and enhancing shareholder value.

  2022 PROXY STATEMENT 35

Executive Compensation Policies

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

Clawback Policy

The compensation clawback policy holds officers accountable in the event of wrongful conduct. Under this policy, if the Personnel & Compensation Committee determines an officer has engaged in fraud or misconduct that requires a restatement of Delta’s financial statements, the Personnel & Compensation Committee may recover all incentive compensation awarded to or earned by the officer for fiscal periods materially affected by the restatement. For this purpose, incentive compensation includes annual and long-term incentive awards and all forms of equity compensation.

Stock Ownership Guidelines

Under Delta’s rigorous stock ownership guidelines, executive officers are required to own a substantial number of shares of Delta stock as indicated in the following table:

	Shares Equal to a Multiple of Base Salary	OR	Shares
Chief Executive Officer	8x		400,000
President	6x		200,000
Executive Vice Presidents	4x		150,000

Executive officers must achieve the applicable ownership level within five years of the date they become subject to the guidelines. Each executive officer must hold at least 50% of all net shares received through restricted stock vesting or realized through stock option exercises until the applicable stock ownership guideline is achieved. For this purpose, “net shares” means all shares retained after applicable withholding of any shares for tax purposes. Stock ownership does not include shares an executive officer has the right to acquire through the exercise of stock options. The stock ownership of our executive officers is measured based on the three-month average of the closing price of Delta stock on the NYSE. As of December 31, 2021, all of our named executive officers exceeded their required stock ownership levels.

Equity Award Grant Policy 

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

Anti-Hedging and Anti-Pledging Policy

Under Delta’s insider trading policy, employees and Board members are prohibited from engaging in transactions in Delta securities involving publicly traded options, short sales and hedging transactions because they may create the appearance of unlawful insider trading and, in certain circumstances, present a conflict of interest. In addition, employees and Board members are prohibited from holding Delta securities in a margin account or otherwise pledging Delta securities as collateral for a loan.

Compensation for Mr. Bastian

The Personnel & Compensation Committee evaluates Mr. Bastian’s performance and makes compensation decisions based on his delivery of the Flight Plan and his progress toward meeting Delta’s long-term business strategies. Mr. Bastian led Delta through a year that rivaled the challenges of 2020. The company began 2021 focused on transitioning the airline toward recovery, prioritizing safety, reliability and customer experience. Even with the headwinds of new virus variants and frequently changing travel restrictions, under Mr. Bastian’s leadership, Delta ended 2021 profitable for the second half, delivering industry-leading operational performance and achieving levels of customer satisfaction that exceeded 2019 levels.

While recognizing his exceptional achievements in 2021, the Personnel & Compensation Committee made no changes to Mr. Bastian’s compensation in 2021. In accordance with our executive compensation philosophy and to continue the alignment of the interests of Mr. Bastian and our shareholders, the vast majority of Mr. Bastian’s compensation opportunity continues to be at risk and dependent on company and stock price performance.

See the Summary Compensation Table and the related footnotes beginning on page 38 for additional information about Mr. Bastian’s compensation.

ir.delta.com   2022 PROXY STATEMENT 36

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 46.

Tax and Accounting Impact and Policy

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

Internal Revenue Code Section 162(m) limits deductions for certain compensation to any covered executive to $1 million per year, including performance-based compensation. The inclusion of performance-based awards in the annual limit has not altered the Personnel & Compensation Committee’s commitment in this area because pay for performance is a foundational principle of our executive compensation philosophy.

Equity awards granted under our executive compensation program are expensed in accordance with Statement of Financial Accounting Standards Codification Topic 718, Stock Compensation.

Compensation Committee Report

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

THE PERSONNEL & COMPENSATION COMMITTEE

Sergio A. L. Rial, Chair
Francis S. Blake
Jeanne P. Jackson
George N. Mattson
David S. Taylor (member of the Personnel & Compensation Committee until April 20, 2022)
Kathy N. Waller

  2022 PROXY STATEMENT 37

Executive Compensation Tables

The table below contains information about the compensation of the following named executive officers during 2021: (1) Mr. Bastian, Delta’s principal executive officer; (2) Mr. Janki, Delta’s principal financial officer effective July 19, 2021; (3) Mr. Hauenstein, Mr. Bellemare and Mr. Carter, who were Delta’s three other most highly compensated executive officers on December 31, 2021; and (4) Mr. Carroll and Mr. Chase, who served as Delta's principal financial officers until July 18, 2021.

Summary Compensation Table

Name	Year	Salary ($)	Bonus ($)	Signing Bonus ($)	Stock Awards ($)(1)(2)	Option Awards ($)(1)(3)	Non-Equity Incentive Plan Compensation ($)(4)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)	All Other Compensation ($)(6)	Total ($)(7)
Edward H. Bastian Chief Executive Officer	2021	950,000	-	-	4,125,186	4,125,062	3,038,542	0	121,630	12,360,420
	2020	237,500	-	-	8,375,245	4,125,054	-	17,726	378,487	13,134,012
	2019	945,833	-	-	8,375,463	4,125,096	3,516,987	33,393	328,606	17,325,379
Glen W. Hauenstein President	2021	700,000	-	-	2,227,680	2,227,583	1,827,375	-	77,212	7,059,850
	2020	437,500	-	-	4,522,809	2,227,547	-	-	267,253	7,455,109
	2019	700,000	-	-	4,522,932	2,227,509	2,227,520	-	239,872	9,967,833
Alain M. Bellemare(8) Executive Vice President & President - International	2021	609,375	-	1,000,000	4,665,548	1,125,032	1,362,809	-	56,755	8,819,519
Peter W. Carter Executive Vice President & Chief Legal Officer	2021	550,000	-	-	2,697,084	775,092	1,121,929	-	74,932	5,219,037
	2020	343,750	-	-	2,325,177	775,037	-	-	174,086	3,618,050
	2019	550,000	-	-	2,350,193	700,056	1,278,200	-	159,010	5,037,459
Daniel C. Janki(8) Executive Vice President & Chief Financial Officer	2021	307,765	-	1,500,000	6,114,459	1,125,120	1,572,281	-	32,776	10,652,401
William C. Carroll(9) Senior Vice President & Interim Co-Chief Financial Officer	2021	475,000	875,000	-	420,077	150,092	485,833	-	70,475	2,476,477
	2020	296,875	-	-	850,475	150,079	-	-	114,539	1,411,968
Garrett L. Chase(9) Senior Vice President & Interim Co-Chief Financial Officer	2021	479,167	875,000	-	420,077	150,092	488,979	-	52,326	2,465,641
	2020	281,250	-	-	850,475	150,079	-	-	87,942	1,369,746

(1)

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.

The reported amounts for 2021, 2020 and 2019 in the “Stock Awards” and “Option Awards” columns, as applicable, primarily reflect award opportunities under Delta’s long-term incentive programs. For additional information, see footnotes 2 and 3 below.

(2)

The 2021 Long-Term Incentive Program (2021 LTIP) provides our executive officers with a long-term incentive opportunity consisting of cash-settled performance awards with separate performance periods, restricted stock and stock options. See “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentives” on page 32 for details about the 2021 LTIP.

The reported amounts for 2021 in the “Stock Awards” column include the fair value of the restricted stock under the 2021 LTIP, computed in accordance with FASB ASC Topic 718 based on the closing price of Delta common stock on February 3, 2021, the date the 2021 LTIP awards became effective for the named executive officers other than Mr. Janki. In addition, for Mr. Bellemare and Mr. Janki, the reported amounts include the fair value of restricted stock awards, computed in accordance with FASB ASC Topic 718 based on the closing stock price of Delta common stock on January 25, 2021, and July 19, 2021, respectively, the dates such awards, including Mr. Janki's 2021 LTIP award, became effective.

See footnotes 3, 4 and 8 for additional information regarding, respectively, the stock options, performance awards and Mr. Bellemare's and Mr. Janki's restricted stock awards.

(3) 

We determined the grant date fair value of stock options under an option pricing model using the following assumptions for all named executive officers other than Mr. Janki: (i) a 0.50% risk-free interest rate, (ii) a 47% expected volatility of common stock, (iii) a 0.0% expected dividend yield and (iv) a 5.2 year expected life. The following assumptions were used for Mr. Janki's stock option award: (i) a 0.73% risk-free interest rate, (ii) a 44% expected volatility of common stock, (iii) a 0.0% expected dividend yield and (iv) a 5.2 year expected life.

ir.delta.com   2022 PROXY STATEMENT 38

(4) 

The reported amounts include awards earned under the 2021 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 31 for details about the 2021 MIP. In addition, for 2021, this column includes amounts earned under the portion of the performance awards granted to our executive officers under the 2021 LTIP attributable to performance for the period January 1, 2021 – December 31, 2021.

(5) 

The reported amount for 2021 reflect the aggregate change in the actuarial present value for Mr. Bastian’s accumulated benefits under the frozen Delta Retirement Plan measured from December 31, 2020 to December 31, 2021. For this period, the actuarial present value of the accumulated benefits decreased by $23,154. The other named executive officers are not participants in this plan. See “Post-Employment Compensation—Defined Benefit Pension Benefits” on page 45 for a description of this plan, including its eligibility requirements.

(6) 

The reported amounts of all other compensation for 2021 include the following items:

Name	Contributions to Qualified Defined Contribution Plan ($)(a)	Payment due to IRS limits to Qualified Plan ($)(b)	Reimbursement of Taxes ($)(c)	Perquisites and Other Benefits ($)(d)
Edward H. Bastian	26,100	59,400	21,541	14,589
Glen W. Hauenstein	26,100	36,900	14,212
Alain M. Bellemare	20,413	28,744	7,599
Peter W. Carter	26,100	23,400	8,921	16,511
Daniel C. Janki	25,509	1,599	5,668
William C. Carroll	26,100	16,650	14,664	13,061
Garrett L. Chase	26,100	17,025	9,201
(a)  Represents Delta’s contributions to the Delta 401(k) Retirement Plan, a broad-based tax qualified defined contribution plan, based on the same fixed and matching contribution formula applicable to all participants in this plan. (b)  Represents amounts paid directly to the named executive officer that Delta would have contributed to the officer’s account under the Delta 401(k) Retirement Plan absent limits applicable to such plans under the Internal Revenue Code. These payments are based on the same fixed and matching contribution formula applicable to all participants in this plan and are available to any plan participant affected by such limits. (c)  Represents tax reimbursements for flight benefits as described below.

(d) 

The amounts consist of an annual physical examination for officers and flight benefits as described below. Mr. Hauenstein, Mr. Bellemare, Mr. Janki and Mr. Chase did not receive perquisites or other personal benefits with a total incremental cost of $10,000 or more, the threshold for reporting under SEC rules. From time to time, the named executive officers attend events sponsored by Delta at no incremental cost to Delta.

As is common in the airline industry, Delta provides complimentary travel and certain Delta Sky Club^® privileges for named executive officers; the officer’s spouse, domestic partner or designated companion; the officer’s children and parents; and, to a limited extent, other persons designated by the officer. Complimentary travel for such other persons is limited to an aggregate imputed value of $35,000 per year for the Chief Executive Officer and President, $15,000 per year for Executive Vice Presidents and $12,500 per year for Senior 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, $20,000 per year for Executive Vice Presidents and $17,500 per year for Senior 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.

(7) 

As required by SEC rules, 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 (1) 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.

(8) 

Mr. Bellemare joined Delta as its Executive Vice President & President - International on January 25, 2021. Mr. Janki joined Delta on July 12, 2021, and was appointed its Chief Financial Officer on July 19, 2021. Their compensation for 2021 includes a one-time cash signing bonus and a restricted stock grant paid in connection with the executive's hiring. See “Compensation Discussion and Analysis—Elements of Compensation—Sign-On Awards” on page 35 for details about these awards, including repayment and forfeiture provisions associated with certain terminations of employment.

(9) 

Mr. Carroll and Mr. Chase served as Delta's Interim Co-Chief Financial Officers from November 16, 2020 until July 18, 2021, and were not named executive officers in 2019. Their cash compensation includes a bonus paid in recognition of their service as Delta's Interim Co-Chief Financial Officers.

  2022 PROXY STATEMENT 39

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 2021 under the 2021 MIP and the 2021 LTIP and, in addition for Mr. Bellemare and Mr. Janki, a restricted stock award under the Delta Air Lines, Inc. Performance Compensation Plan. These award opportunities are described in the “Compensation Discussion and Analysis” section of this proxy statement under “Elements of Compensation—Annual Incentive” and “Elements of Compensation—Long-Term Incentives” beginning on page 31.

Name/Type of Award	Grant Date(1)	Date of Personnel & Compensation Committee or Board Action	Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)(3)			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)(4)	All Other Option Awards: Number of Securities Underlying Options (#)(5)	Exercise or Base Price of Option Awards ($/Sh)(6)
			Threshold ($)	Target ($)	Maximum ($)	Threshold ($)	Target ($)	Maximum ($)				Grant Date Fair Value of Stock and Option Awards ($)(7)
Edward H. Bastian
2021 MIP	1/1/2021	12/15/2020	950,000	1,900,000	2,850,000
2021 LTIP - Performance Award	2/3/2021	2/3/2021	2,125,000	4,250,000	8,500,000
2021 LTIP - Restricted Stock	2/3/2021	2/3/2021							103,700			4,125,186
2021 LTIP - Stock Options	2/3/2021	2/3/2021								249,550	39.78	4,125,062
Glen W. Hauenstein
2021 MIP	1/1/2021	12/15/2020	612,500	1,225,000	1,837,500
2021 LTIP - Performance Award	2/3/2021	2/3/2021	1,147,500	2,295,000	4,590,000
2021 LTIP - Restricted Stock	2/3/2021	2/3/2021							56,000			2,227,680
2021 LTIP - Stock Options	2/3/2021	2/3/2021								134,760	39.78	2,227,583
Alain M. Bellemare
2021 MIP	1/25/2021	12/15/2020	457,032	914,063	1,371,095
2021 Restricted Stock	1/25/2021	1/19/2021							77,130			3,000,357
2021 LTIP - Performance Award	2/3/2021	2/3/2021	855,000	1,710,000	3,420,000
2021 LTIP - Restricted Stock	2/3/2021	2/3/2021							41,860			1,665,191
2021 LTIP - Stock Options	2/3/2021	2/3/2021								68,060	39.78	1,125,032
Peter W. Carter
2021 MIP	1/1/2021	12/15/2020	412,500	825,000	1,237,500
2021 LTIP - Performance Award	2/3/2021	2/3/2021	589,000	1,178,000	2,356,000
2021 LTIP - Restricted Stock	2/3/2021	2/3/2021							67,800			2,697,084
2021 LTIP - Stock Options	2/3/2021	2/3/2021								46,890	39.78	775,092
Daniel C. Janki
2021 MIP	7/19/2021	12/15/2020	487,500	975,000	1,462,500
2021 Restricted Stock	7/19/2021	6/16/2021							116,710			4,500,338
2021 LTIP - Performance Award	7/19/2021	6/16/2021	855,000	1,710,000	3,420,000
2021 LTIP - Restricted Stock	7/19/2021	6/16/2021							41,860			1,614,122
2021 LTIP - Stock Options	7/19/2021	6/16/2021								73,730	38.56	1,125,120
William C. Carroll
2021 MIP	1/1/2021	12/15/2020	190,000	380,000	570,000
2021 LTIP - Performance Award	2/3/2021	2/3/2021	215,000	430,000	860,000
2021 LTIP - Restricted Stock	2/3/2021	2/3/2021							10,560			420,077
2021 LTIP - Stock Options	2/3/2021	2/3/2021								9,080	39.78	150,092
Garrett L. Chase
2021 MIP	1/1/2021	12/15/2020	180,000	360,000	540,000
2021 LTIP - Performance Award	2/3/2021	2/3/2021	215,000	430,000	860,000
2021 LTIP - Restricted Stock	2/3/2021	2/3/2021							10,560			420,077
2021 LTIP - Stock Options	2/3/2021	2/3/2021								9,080	39.78	150,092

ir.delta.com   2022 PROXY STATEMENT 40

(1) 

For purposes of this column, the grant date for the 2021 MIP is the date the performance period began or, for Mr. Bellemare and Mr. Janki, their respective hire dates. The grant date for the 2021 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 2021 MIP. Mr. Bellemare's 2021 MIP award opportunity is prorated to reflect his hire date. Mr. Janki's 2021 MIP award is not subject to pro-ration. For additional information about the 2021 MIP, see the “Compensation Discussion and Analysis” section of this proxy statement under “Elements of Compensation—Annual Incentive” on page 31.

(3)

These columns show the long-term award opportunities under the performance award component of the 2021 LTIP. For additional information about the 2021 LTIP, see footnotes 2 and 4 to the Summary Compensation Table and the “Compensation Discussion and Analysis” section of this proxy statement under “Elements of Compensation — Long-Term Incentives” beginning on page 32.

(4) 

This column shows the restricted stock component of the 2021 LTIP, and, in addition for Mr. Bellemare and Mr. Janki, a restricted stock award.

(5) 

This column shows the stock option component of the 2021 LTIP. For additional information about the stock option component of the 2021 LTIP, see footnote 3 to the Summary Compensation Table.

(6) 

The exercise price is equal to the closing price of Delta common stock on the NYSE on the date of grant.

(7) 

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. For awards subject to performance conditions, the value shown is based on the probable outcome of the performance condition as of 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 or, in the case of performance awards, that there is no payout.

  2022 PROXY STATEMENT 41

Outstanding Equity Awards at Fiscal Year-End Table

The following table provides information regarding the outstanding equity awards on December 31, 2021 for each of the named executive officers.

Name	Grant Date (1)	Option Awards					Stock Awards
		Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2)	Option Exercise Price ($)(3)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(4)	Market Value of Shares or Units of Stock That Have Not Vested ($)(5)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Edward H. Bastian
2019 LTIP - Restricted Stock	2/6/2019	-	-	-	-	-	27,220	1,063,758	-	-
2020 LTIP - Restricted Stock	2/5/2020	-	-	-	-	-	46,700	1,825,036	-	-
2021 LTIP - Restricted Stock	2/3/2021	-	-	-	-	-	103,700	4,052,596	-	-
2014 LTIP - Performance Stock Options	2/6/2014	71,840	-	-	30.89	2/5/2024	-	-	-	-
2015 LTIP - Performance Stock Options	2/5/2015	91,710	-	-	46.14	2/4/2025	-	-	-	-
2016 LTIP - Performance Stock Options	2/2/2016	173,230	-	-	43.61	2/1/2026	-	-	-	-
2017 LTIP - Performance Stock Options	2/9/2017	206,510	-	-	49.33	2/8/2027	-	-	-	-
2018 LTIP - Performance Stock Options	2/8/2018	307,040	-	-	51.23	2/7/2028	-	-	-	-
2019 LTIP - Performance Stock Options	2/6/2019	254,400	127,200	-	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	-	-	-	-
Glen W. Hauenstein
2019 LTIP - Restricted Stock	2/6/2019	-	-	-	-	-	14,700	574,476	-	-
2020 LTIP - Restricted Stock	2/5/2020	-	-	-	-	-	25,220	985,598	-	-
2021 LTIP - Restricted Stock	2/3/2021	-	-	-	-	-	56,000	2,188,480	-	-
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	137,374	68,686	-	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 M. Bellemare
2021 - Restricted Stock	1/25/2021	-	-	-	-	-	77,130	3,014,240	-	-
2021 LTIP - Restricted Stock	2/3/2021	-	-	-	-	-	41,860	1,635,889	-	-
2021 LTIP - Stock Options	2/3/2021	-	68,060	-	39.78	2/2/2031	-	-	-	-
Peter W. Carter
2019 LTIP - Restricted Stock	2/6/2019	-	-	-	-	-	6,836	267,151	-	-
2019 - Restricted Stock	12/4/2019	-	-	-	-	-	1,486	58,073	-	-
2020 LTIP - Restricted Stock	2/5/2020	-	-	-	-	-	12,986	507,493	-	-

ir.delta.com   2022 PROXY STATEMENT 42

Name	Grant Date (1)	Option Awards					Stock Awards
		Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2)	Option Exercise Price ($)(3)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(4)	Market Value of Shares or Units of Stock That Have Not Vested ($)(5)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
2021 LTIP - Restricted Stock	2/3/2021	-	-	-	-	-	67,800	2,649,624	-	-
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	43,174	21,586	-	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
2021 - Restricted Stock	7/19/2021	-	-	-	-	-	116,710	4,561,027	-	-
2021 LTIP - Restricted Stock	7/19/2021	-	-	-	-	-	41,860	1,635,889	-	-
2021 LTIP - Stock Options	7/19/2021	-	73,730	-	38.56	7/18/2031	-	-	-	-
William C. Carroll
2019 LTIP - Restricted Stock	2/6/2019	-	-	-	-	-	2,773	108,369	-	-
2020 LTIP - Restricted Stock	2/5/2020	-	-	-	-	-	4,760	186,021	-	-
2021 LTIP - Restricted Stock	2/3/2021	-	-	-	-	-	10,560	412,685	-	-
2017 LTIP - Performance Stock Options	2/9/2017	9,390	-	-	49.33	2/8/2027	-	-	-	-
2018 LTIP - Performance Stock Options	2/8/2018	12,140	-	-	51.23	2/7/2028	-	-	-	-
2019 LTIP - Performance Stock Options	2/6/2019	9,254	4,626	-	50.52	2/5/2029	-	-	-	-
2020 LTIP - Performance Stock Options	2/5/2020	-	-	13,460	58.89	2/4/2030	-	-