Governance Documents

Complaints or concerns related to Delta accounting, auditing, internal control, or financial reporting can be submitted anonymously and confidentially by calling the Delta Ethics and Compliance HelpLine at 800-253-7879. The Audit Committee of the Board of Directors oversees the consideration of these concerns.

At Delta, we are proud of our history of good corporate governance. Use these links to learn more about our independent board of directors and key committees and to contact our nonmanagement directors . Also view the following:

Board of Directors

The Board of Directors holds regular meetings at least four times a year, schedules special meetings when required, and regularly meets in executive session without management. The Board and its committees also meet informally from time to time.

The Board believes sound corporate governance practices provide an important framework in assisting the Board to discharge its responsibilities. Accordingly, the Board has adopted corporate governance principles relating to its functions, structure, and operations.

Edward H. Bastian

Portrait

Ed Bastian became Chief Executive Officer on May 2, 2016, after nearly 18 years with the airline.

In his previous role as President, Ed focused on leading Delta’s commercial and international functions and strengthening Delta’s financial foundation through innovation, debt reduction, revenue growth and bolstering the airline’s global network.

Ed played a pivotal role in finalizing Delta’s acquisition of Northwest Airlines in 2008 and managing the airlines’ successful integration. Since that time, Ed and his team have led Delta’s continued transformation by developing strategies to make the business less vulnerable to economic cycles. Examples include: the purchase of a refinery which is expected to save the airline $300 million annually; reducing Delta’s debt to increase its flexibility; and investing in the Delta experience from facilities enhancements at several of Delta’s hubs to online and in-flight product improvements which, combined, are expected to contribute more than $1 billion in annual benefits to Delta.

Ed joined Delta in 1998 as Vice President – Finance and Controller and was promoted to Senior Vice President in 2000. He left Delta in early 2004 to become Senior Vice President and Chief Financial Officer of Acuity Brands before returning to Delta six months later to serve as the company’s Chief Financial Officer. Ed was appointed to serve as Delta’s President in September 2007.

Ed also served as Chief Restructuring Officer between 2005 and 2007, playing a crucial role in the airline’s swift and successful Chapter 11 reorganization.

Ed has broad finance and audit experience, including serving as Vice President – Finance for Pepsi Cola International, Vice President – Business Processes reengineering for Frito-Lay, Vice President – Finance and Controller for Frito-Lay International, and as a partner in the New York audit practice of Price Waterhouse specializing in the entertainment, advertising and manufacturing sectors. He also served as the strategic planning partner for Price Waterhouse’s New York region.

Ed graduated of St. Bonaventure University in New York with a bachelor's degree in Business Administration.

Francis S. "Frank" Blake

Portrait

Mr. Blake is the non-executive Chairman of Delta’s Board of Directors and previously served as the lead director of Delta’s Board from May 2016 to October 2016. He served as the Chairman of The Home Depot from 2007 until his retirement in February 2015. He was the Chief Executive Officer of The Home Depot from 2007 to November 2014 and previously served as Vice Chairman of the Board of Directors and its Executive Vice President. Mr. Blake joined The Home Depot in 2002 as Executive Vice President — Business Development and Corporate Operations. He was previously the deputy secretary for the U.S. Department of Energy and served in a variety of executive positions at General Electric Company, including as Senior Vice President, Corporate Business Development in charge of all worldwide mergers, acquisitions and dispositions. He is a director of Macy’s, Inc. and The Procter & Gamble Company.

Daniel A. Carp

Portrait

Mr. Carp served as non-executive Chairman of Delta’s Board of Directors from 2007 until May 2016. He was Chief Executive Officer and Chairman of the Board of Eastman Kodak Company from 2000 to 2005. Mr. Carp was President of Eastman Kodak Company from 1997 to 2003. He is a director of Norfolk Southern Corporation and Texas Instruments Inc.

Ashton B. Carter

Portrait

Secretary Carter is Director of the Belfer Center for Science and International Affairs at Harvard Kennedy School and an Innovation Fellow at MIT. Secretary Carter served as U.S. Secretary of Defense from 2015 to 2017. He served as Senior Executive at the Markle Foundation and a Fellow at Stanford University from 2014 to 2015. In prior service in the Department of Defense, Secretary Carter served as Deputy Secretary of Defense from 2011 to 2013, functioning as the department’s chief operating officer, and as Undersecretary of Defense of Acquisition, Technology and Logistics from 2009 to 2011. Secretary Carter served as the Chair of the International and Global Affairs Faculty and Professor of Science at Harvard from 2000 to 2009.

David G. Dewalt

Portrait

Mr. DeWalt most recently served as the Executive Chairman of FireEye, Inc., a global network cyber security company. He served as FireEye’s Chief Executive Officer from November 2012 to June 2016 and Chairman of the Board from June 2012 to January 2017. Mr. DeWalt was President and Chief Executive Officer of McAfee, Inc., a security technology company, from 2007 until 2011 when McAfee, Inc. was acquired by Intel Corporation. From 2003 to 2007, Mr. DeWalt held executive positions with EMC Corporation, a provider of information infrastructure technology and solutions, including serving as Executive Vice President and President-Customer Operations and Content Management Software. He is also a director of Five9, Inc. and Forescout Technologies, Inc. He was a director of FireEye, Inc. from 2012 to 2017.

William "Bill" Easter

Portrait

Mr. Easter was Chairman, President and Chief Executive Officer of DCP Midstream, LLC (formerly Duke Energy Field Services, LLC) from 2004 until his retirement in 2008. Previously employed by ConocoPhillips for 32 years, Mr. Easter served as Vice President of State Government Affairs from 2002 to 2004 and as General Manager of the Gulf Coast Refining, Marketing and Transportation Business Unit from 1998 to 2002. He is a director of Concho Resources, Inc. and Grupo Aeromexico, S.A.B. de C.V. He was a director of BakerHughes, Inc. from 2014 to 2017.

Christopher A. Hazleton

Portrait

Mr. Hazleton is a Delta pilot and currently a Captain flying the Airbus 321 aircraft. Mr. Hazleton was a Northwest Airlines pilot from 1999 until he became a Delta pilot upon Northwest's merger with Delta. He was nominated by the Delta MEC as the Pilot Nominee. He also previously served as the Chairman of the Delta MEC Strategic Planning Committee.

Michael P. Huerta

Portrait

Mr. Huerta completed a five-year term as Administrator of the Federal Aviation Administration (FAA) in January 2018. Before being named as Administrator, Mr. Huerta served as Acting Administrator of the FAA from 2011 to 2013 and FAA Deputy Administrator from 2010 to 2011. Mr. Huerta served as Executive Vice President and Group President of the Transportation Solutions Group at Affiliated Computer Services, Inc. (now Conduent) from 2008 to 2009 and Senior Vice President and Managing Director, Transportation Solutions of ACS Government Solutions from 2002 to 2008. Mr. Huerta currently serves as a transportation industry consultant, including acting as a Senior Advisor to Macquarie Capital.

Jeanne P. Jackson

Portrait

Ms. Jackson retired as senior strategic advisor to the chief executive officer of NIKE, Inc. effective August 2017. She served as NIKE’s President, Product and Merchandising from July 2013 until April 2016 and President, Direct to Consumer from 2009 until July 2013. Ms. Jackson joined the NIKE Executive team in 2009 after serving on its Board of Directors for eight years. She founded and served as the Chief Executive Officer of MSP Capital, a private investment company from 2002 to 2009, and has resumed the role since retiring from NIKE. Ms. Jackson served as Chief Executive Officer of Walmart.com, a private e-commerce enterprise, from 2000 to 2002. Ms. Jackson previously served in various leadership positions at Gap Inc., Victoria’s Secret, Saks Fifth Avenue and Federated Department Stores, Inc., all clothing retailers, and Walt Disney Attractions, Inc., the theme parks and vacation resorts division of The Walt Disney Company. She currently serves on the Boards of McDonald’s Corporation, where she is Compensation Chair, The Kraft Heinz Company and Monster Beverage Corporation.

George N. Mattson

Portrait

Mr. Mattson served as a partner and co-head of the Global Industrials Group in Investment Banking at Goldman, Sachs & Co. from 2002 through August 2012, where he served in a variety of positions from 1994 to 2002. Since his retirement from Goldman Sachs, Mr. Mattson has been a private investor involved in acquiring and growing middle market businesses. He is director of Air France-KLM Group.

Sergio Rial

Portrait

Mr. Rial has been Chief Executive Officer since January 2016 of Banco Santander Brazil, a member of Santander Group. Mr. Rial served as Chairman of Banco Santander Brazil from February 2015 until January 2016. From 2012 to February 2015, Mr. Rial was Chief Executive Officer of Marfrig Global Foods, one of the world’s largest meat companies with operations in Brazil and 15 other countries. Prior to joining Marfrig in 2012, Mr. Rial served in various leadership capacities with Cargill, Inc., a Minneapolis-based global provider of food, agriculture, financial and industrial products and services. At Cargill, Mr. Rial served as Chief Financial Officer from 2009 to 2011 and Executive Vice President from 2011 to 2012. He was also a member of Cargill’s board of directors from 2010 to 2012. From 2002 to 2004, Mr. Rial was a senior managing director and co-head of the Investment Banking Division at Bear Stearns & Co. in New York after serving at ABN AMRO Bank for 18 years. He was a director of Cyrela Brazil Realty S.A. from 2010 to 2015.

David S. Taylor

Portrait

Mr. Taylor is Chairman of the Board, President and Chief Executive Officer of The Procter & Gamble Company. He has been President and CEO since 2015 and was elected Chairman of the Board in 2016. Mr. Taylor joined Procter & Gamble in 1980 and, since that time, has held numerous positions of increasing responsibility. He is Chair of the Alliance to End Plastic Waste, and serves on the Board of Directors of the US-China Business Council, The Consumer Goods Forum and Catalyst.

Kathy Waller

Portrait

Ms. Waller served as Executive Vice President and Chief Financial Officer of The Coca-Cola Company from 2014 until her retirement in March 2019. From May 1, 2017 until her retirement, Ms. Waller had responsibility for Coca-Cola’s strategic governance area as Executive Vice President, Chief Financial Officer and President, Enabling Services. Ms. Waller joined Coca-Cola in 1987 as a senior accountant and assumed roles of increasing responsibility during her career, including Vice President, Finance and Controller. She is a director of Cadence Bancorporation, CGI, Inc. and Beyond Meat, Inc. She was a director of Coca-Cola FEMSA S.A.B. de C.V. from 2015 to 2017.

Principles And Guidelines

Board Code Of Ethics And Business Conduct

The Board of Directors (the “Board”) of Delta Air Lines, Inc. (the “Company”) has adopted the following Code of Ethics and Business Conduct (the “Code”) for members of the board of directors of the Company.This Code is intended to provide guidance to directors to help them recognize and deal with ethical issues, provide mechanisms to report possible unethical conduct, and foster a culture of honesty and accountability.Each director must comply not only with the terms, but also the intent, of this Code.

No code or policy can anticipate every situation that may arise.Directors are encouraged to bring questions about particular circumstances that may implicate one or more of the provisions of this Code to the attention of the Chairman of the Audit Committee, who may consult with the Law Department or outside legal counsel as appropriate.

Directors who serve as officers of the Company must also comply with the Company’s Code of Ethics and Business Conduct.

Conflict of Interest

Each director must avoid any conflicts of interest between the director and the Company. Any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company, should be disclosed promptly to the Chairman of the Audit Committee.

A "conflict of interest" can occur when a director's personal interest interferes in any way — or even appears to interfere with — the interests of the Company as a whole. A conflict situation can arise when a director takes actions or has interests that may make it difficult to perform his Company work objectively and effectively. Conflicts of interest also arise when a director, or a member of his or her immediate family, receives improper personal benefits as a result of his or her position as a director of the Company. "Immediate family" includes a person's spouse, parents, children, siblings, mothers-in-law and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than employees) who shares such person's home.

This Code does not attempt to describe all possible conflicts of interest that could develop. Some of the more common conflicts from which directors must refrain, however, are set out below:

  • Relationship of Company with third parties - Directors may not engage in any conduct or activities that are inconsistent with the Company's best interests or that disrupt or impair the Company's relationship with any person or entity with which the Company has or proposes to enter into a business or contractual relationship.
  • Compensation from non-Company sources - Directors may not accept compensation (in any form) for services performed for the Company from any source other than the Company.
  • Gifts - Directors and members of their families may not accept a gift from persons or entities who deal with the Company in those cases where the gift:
    • would be illegal or result in a violation of law;
    • is part of an agreement to do anything in return for the gift;
    • has a value beyond what is normal and customary courtesy in the Company’s business;
    • is being made to influence the director’s actions as a member of the Board; or
    • could create the appearance of a conflict of interest.
  • Company assets - Directors should oversee the protection of Company assets and their efficient use. Company assets should be used only for business purposes, except for travel benefits and other incidental personal benefits which by Company policy are provided to all directors.

Corporate Opportunities

Directors are prohibited from: (a) taking for themselves personally opportunities related to the Company's business; (b) using the Company's property, information, or position for personal gain; or (c) competing with the Company for business opportunities, provided, however, if the Company's independent directors determine that the Company will not pursue an opportunity that relates to the Company's business, a director may do so.

Confidentiality

Directors should maintain the confidentiality of information entrusted to them by the Company and any other confidential information about the Company that comes to them, except when disclosure is authorized by the Chairman of the Board or Presiding Officer or legally mandated. For purposes of this Code, "confidential information" includes all nonpublic or proprietary information relating to the Company.

Fair Dealing

Directors shall oversee fair dealing by employees, officers and directors with the Company's customers, suppliers, competitors and employees. "Fair dealing" means the avoidance of unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practice. This Code provision will have no effect on existing legal rights and obligations of the Company and its employees, including "at will" employment arrangements.

Compliance with Laws, Rules and Regulations

Directors shall comply, and oversee compliance by employees, officers and other directors, with laws, rules and regulations applicable to the Company, including insider trading laws. Transactions in Company securities are governed by the Company's insider trading policy.

Encouraging the Reporting of Any Possible Illegal or Unethical Behavior

Directors should take steps to ensure that the Company (a) promotes ethical behavior; (b) encourages employees to talk to supervisors, managers and other appropriate personnel when in doubt about the best course of action in a particular situation; (c) encourages employees to report violations of laws, rules, regulations or the Company's Code of Ethics and Business Conduct to appropriate personnel; and (d) informs employees that the Company will not allow retaliation for reports made in good faith.

Compliance Procedures

Directors should communicate any suspected violations of this Code promptly to the Chairman of the Audit Committee. Violations will be investigated by the Board or by a person or persons designated by the Board, and appropriate action will be taken in the event of any violations of the Code.

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Key Committees

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 members of each committee and the primary responsibilities of each committee are listed below. A complete list of the responsibilities of each committee can be found in the committee charters, which are available in the Governance Documents section above.(link).

Audit Committee

Members (as of June 20, 2019): William H. Easter III Chair, Francis S. Blake, Ashton B. Carter, David G. DeWalt, Michael P. Huerta, Kathy N. Waller

Key Functions

The Audit Committee oversees our financial reporting and disclosures processes, including the appointment of our independent auditors, review of the audit and work of our internal audit department and adequacy and effectiveness of our internal controls over financial reporting. The Audit Committee oversees compliance with procedures and processes pertaining to corporate ethics and standards of conduct. The Audit Committee 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. The Audit Committee reviews enterprise risk management processes and discusses major risk exposure with management. The Audit Committee reviews security of our information technology systems and operations.

Corporate Governance Committee

Members (as of June 20, 2019): Francis S. Blake Chair, Daniel A. Carp, William H. Easter III, George N. Mattson, Kathy N. Waller

Key Functions

The Corporate Governance Committee leads the Board’s governance practices and procedures, including the search and recruiting of new outside directors and consideration of nominations of candidates for election. The Corporate Governance Committee oversees our governance standards, processes for evaluation of the Board and its committees, compensation of non-employee directors and the company’s sustainability efforts and progress.

Finance Committee

Members (as of August 7, 2019): George N. Mattson Chair, Daniel A. Carp, Jeanne P. Jackson, Sergio A.L. Rial, David S. Taylor

Key Functions

The Finance Committee reviews and makes recommendations about the finance structure of the company; financial planning; commitments, capital expenditures, investments, acquisitions and divestitures; operating plans; capital structure and hedging activities. The Finance Committee reviews and approves or recommends to the Board commitments, capital expenditures and financing transactions.

Personnel & Compensation Committee

Members (as of August 7, 2019): Daniel A. Carp Chair, Francis S. Blake, Jeanne P. Jackson, George N. Mattson, Sergio A.L. Rial, David S. Taylor

Key Functions

The Personnel & Compensation Committee oversees our general compensation philosophy and practices, performs an annual review of our Chief Executive Officer and reviews and approves compensation programs for our executive officers. The Personnel & Compensation Committee reviews management succession plans and makes recommendations to the Board regarding election of officers.

Safety & Security Committee

Members (as of June 20, 2019): David G. DeWalt Chair, Ashton B. Carter, William H. Easter III, Christopher A. Hazleton, Michael P. Huerta, Kathy N. Waller

Key Functions

The Safety & Security Committee oversees and consults with management on our customer, employee and aircraft operating safety and security, including reviewing safety and security programs

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Corporate Governance Principles

We have provided this information in PDF format for your convenience.

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Other Governance Information

Since 2003, we have chosen to elect a chairman separate from our Chief Executive Officer. Francis S. Blake serves as the non-executive Chairman of the Board and leads executive sessions of the Board. You may contact Mr. Blake on behalf of the non-management directors via email at nonmgmt.directors@delta.com.

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