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.
Oversight of Environmental, Social and Governance Matters
The Board of Directors understands 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.
Board Committee Oversight Roles
As is discussed in greater detail in Delta’s 2026 Proxy Statement opens 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
- Reviews cybersecurity risks and the security of our information technology systems and operations
- Oversees the reporting of environmental and social matters in our Securities and Exchange Commission filings
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 and frequently engages with internal subject-matter experts on these topics.
Oversight and Management of Environmental, Social and Governance Matters
An organizational chart titled "Oversight and Management of Environment, Social and Governance Matters." It shows the structure of Delta’s Board of Directors, Delta Leadership Committee and the Executive-Level councils within Delta.