Board-level Oversight
At the core of Delta’s governance structure is the history of a strong, independent Board of Directors composed of experienced members with diverse backgrounds, qualifications, skills, and experiences.
The Board is committed to sound corporate governance in line with evolving best practices. Our governance structure and practices are described in detail in our Proxy Statement for the 2025 Annual Meeting of Shareholdersopens in a new window.
Oversight of Environmental, Social and Governance Matters
The Board of Directors understands, and is committed to, the importance of environmental, social and governance matters and their significance to our stakeholders.
The Board includes several directors with skills and experience directly relevant to these topics, which ensures a broad perspective in evaluating environmental, social and governance matters. In addition, the Board has and continues to gain knowledge about 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 matters.
Oversight of Risk
The Board of Directors has ultimate responsibility to oversee Delta’s Enterprise Risk Management (ERM) program, including with respect to environmental, social and governance matters. The ERM program’s primary objectives include facilitating a cross-functional enterprise-wide risk assessment, integrating the ERM framework into business processes and decision-making, holding management accountable to mitigate risks and providing assurance that the risk-governance systems are functioning appropriately.
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 certain risk areas is managed through delegation of that risk item to the applicable Board committee, with regular reporting to the entire Board.
About Our Board
INDEPENDENCE
All independent except CEO and ALPA1 nominee
A circular chart shows the Independence of Delta's Board members: 2 not independent and 12 independent
TENURE
Average tenure 5.6 years
A donut chart titled "TENURE" showing average Board member tenure as 5.6 years
DEMOGRAPHICS
A chart showing diversity statistics for Delta's 14 directors: 29% are female, and 43% are racially/ethnically diverse (1 Hispanic, 1 Latino, 2 Asian, 2 African American).
Board Committee Delta Difference Oversight Roles
As is discussed in greater detail in Delta’s 2025 Proxy Statementopens in a new window, the oversight of environmental, social, and governance matters aligns with the general responsibilities of Delta’s Board Committees as follows:
AUDIT COMMITTEE
- Oversees monitoring of compliance with procedures and processes pertaining to corporate ethics and standards of business conduct, including regular review of reports on adherence to these standards
- Reviews Enterprise Risk Management processes and discusses major risk exposures with management
- Oversees the reporting of environmental and social matters in our Securities and Exchange Commission filings
- Reviews cybersecurity risks and the security of our information technology systems and operations
CORPORATE GOVERNANCE COMMITTEE
- 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 environmental sustainability strategy, goal setting, opportunities and risks, and efforts and progress with respect to these matters
- Reviews reports on our corporate and political action committee political contributions and charitable contributions made by Delta or The Delta Air Lines Foundation
PERSONNEL & COMPENSATION COMMITTEE
- Reviews management succession plans and the company leader and talent planning process
- Oversees policies and strategies relating to talent development and human capital management, including our approach to diversity, equity and inclusion and employee well-being
SAFETY & SECURITY COMMITTEE
- Oversees and consults with management on our customer, employee and aircraft operating safety and security 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 and security matters
- Reviews matters related to public health that have an impact on our operations
FINANCE COMMITTEE
- Reviews and approves or recommends to the Board commitments, capital expenditures and financing transactions, including acquisition of new, more fuel-efficient aircraft and significant investments in new technologies
Delta Leadership Committee
The Delta Leadership Committee (DLC), under the leadership of our CEO and oversight of the Board of Directors, manages the strategic direction of our business, including the implementation of our environmental, social and governance initiatives.
DLC members or other executives who report directly to the DLC spearhead executive-level councils. These councils meet regularly to drive these efforts in coordination with cross-functional working groups across the company.
The DLC is regularly briefed on various environmental, social and governance matters by our EVP – Chief External Affairs Officer and frequently engages with internal subject-matter experts on these topics. Over the course of 2024, the DLC was briefed on Delta’s long-term climate strategy by our Chief Sustainability Officer. This brief included the comprehensive strategy that set the foundation for our short-, medium- and long-term milestones and targets, which will drive our path to net-zero emissions by 2050, and progress against that strategy. The strategy review also included potential risks and opportunities specific to our sustainable aviation fuel (SAF) strategy, which is core to Delta’s decarbonization efforts.
Oversight and Management of Environmental, Social and Governance Matters
An organizational chart shows the structure of the Board, Delta Leadership Committee and Executive-Level councils within Delta