DELTA AIR LINES, INC., DEF 14A filed on 4/24/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name Delta Air Lines, Inc.
Entity Central Index Key 0000027904
Amendment Flag false
v3.26.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure [Table]          
Pay vs Performance Disclosure, Table

Pay Versus Performance Table

 

                                 
            Average       Value of Initial Fixed $100
Investment on December 31, 2020
Based On:
       
Year
(a)
     Summary
Compensation
Table Total for
PEO(1)
($)
(b)
     Compensation
Actually Paid to
PEO(2)
($)
(c)
     Summary
Compensation
Table Total for
Other NEOs(1)(2)
($)
(d)
     Average
Compensation
Actually Paid to
Other NEOs(1)(2)
($)
(e)
     Total
Shareholder
Return(3)
($)
(f)
     Peer Group
Total
Shareholder
Return(3)
($)
(g)
     Net Income(4)
($)
(millions)
(h)
     Pre-Tax
Income(5)
($)
(millions)
(i)
2025   19,222,401   105,500,600   7,778,574   33,136,129   177   88   5,005   6,799
2024   27,117,069   56,429,052   8,919,676   16,903,211   152   83   3,457   7,052
2023   34,214,328   39,811,315   12,332,605   14,136,612   101   83   4,609   7,021
2022   9,606,387   7,613,922   5,087,831   3,861,941   82   64   1,318   3,619
2021   12,360,420   11,616,466   6,115,487   6,028,546   97   98   280   (3,144)
       
Company Selected Measure Name Pre-Tax Income        
Named Executive Officers, Footnote
(1) The PEO reflected in columns (b) and (c) is Edward H. Bastian for all years shown and the Other NEOs reflected in columns (d) and (e) represent the following individuals for each of the years shown:
2025: Glen W. Hauenstein, Alain Bellemare, Peter W. Carter, and Daniel C. Janki
2024: Glen W. Hauenstein, Alain Bellemare, Peter W. Carter, Daniel C. Janki and Michael L. Spanos
2023: Glen W. Hauenstein, Peter W. Carter, Daniel C. Janki and Michael L. Spanos
2022: Glen W. Hauenstein, Alain Bellemare, Peter W. Carter and Daniel C. Janki
2021: Glen W. Hauenstein, Alain Bellemare, Peter W. Carter, Daniel C. Janki, William C. Carroll and Garrett L. Chase
       
Peer Group Issuers, Footnote [Text Block]
(3) Amounts rounded to nearest whole dollar amount. The peer group used in this disclosure is the NYSE ARCA Airline Index, which is the same peer group used in Item 5 of our Form 10-K.
       
PEO Total Compensation Amount $ 19,222,401 $ 27,117,069 $ 34,214,328 $ 9,606,387 $ 12,360,420
PEO Actually Paid Compensation Amount $ 105,500,600 56,429,052 39,811,315 7,613,922 11,616,466
Adjustment To PEO Compensation, Footnote
(2) The table below describes the adjustments, each of which is required by SEC rules, to calculate the CAP amounts from the SCT Totals of our PEO (columns (b) and (c)) and the average CAP amounts from the average SCT Totals of the Other NEOs (columns (d) and (e)). The SCT Totals and CAP amounts do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable years. 

 

    2025
($)
Adjustments   PEO   Other NEOs Average
SCT Total   19,222,401   7,778,574
›  (Deduct) aggregate change in actuarial present value included in SCT Total for covered fiscal year   -   -
›  Add pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in covered fiscal year(a)   -   -
›  (Deduct) aggregate value of stock awards and option awards included in SCT Total for covered fiscal year   (11,914,231)   (4,210,416)
›  Add fair value at year-end of awards granted during covered fiscal year that are outstanding and unvested as of end of covered fiscal year   11,972,888   4,231,145
›  Add/(Deduct) change in fair value as of end of covered fiscal year (from end of prior fiscal year) for awards granted in any prior fiscal year that are outstanding and unvested at end of covered fiscal year   14,769,404   5,506,500
›  Add fair value at vesting date for awards that are granted and vested in the same year   -   -
›  Add/(Deduct) change in fair value as of vesting date (from end of prior fiscal year) of awards granted in prior fiscal years that vested at end of or during covered fiscal year   70,089,318   19,413,698
›  (Deduct) fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during covered fiscal year   -   -
›  Add dividends or other earnings paid on awards in covered fiscal year if not otherwise included in SCT Total for covered fiscal year   1,360,820   416,629
CAP Amount   105,500,600   33,136,129
  (a) There is no added pension service cost for any of the years shown, as the benefits were frozen in 2005. None of the Other NEOs are eligible for pension benefits. 
       
Non-PEO NEO Average Total Compensation Amount $ 7,778,574 8,919,676 12,332,605 5,087,831 6,115,487
Non-PEO NEO Average Compensation Actually Paid Amount $ 33,136,129 16,903,211 14,136,612 3,861,941 6,028,546
Adjustment to Non-PEO NEO Compensation Footnote
(2) The table below describes the adjustments, each of which is required by SEC rules, to calculate the CAP amounts from the SCT Totals of our PEO (columns (b) and (c)) and the average CAP amounts from the average SCT Totals of the Other NEOs (columns (d) and (e)). The SCT Totals and CAP amounts do not reflect the actual amount of compensation earned by or paid to our named executive officers during the applicable years. 

 

    2025
($)
Adjustments   PEO   Other NEOs Average
SCT Total   19,222,401   7,778,574
›  (Deduct) aggregate change in actuarial present value included in SCT Total for covered fiscal year   -   -
›  Add pension value attributable to covered fiscal year’s service and any change in pension value attributable to plan amendments made in covered fiscal year(a)   -   -
›  (Deduct) aggregate value of stock awards and option awards included in SCT Total for covered fiscal year   (11,914,231)   (4,210,416)
›  Add fair value at year-end of awards granted during covered fiscal year that are outstanding and unvested as of end of covered fiscal year   11,972,888   4,231,145
›  Add/(Deduct) change in fair value as of end of covered fiscal year (from end of prior fiscal year) for awards granted in any prior fiscal year that are outstanding and unvested at end of covered fiscal year   14,769,404   5,506,500
›  Add fair value at vesting date for awards that are granted and vested in the same year   -   -
›  Add/(Deduct) change in fair value as of vesting date (from end of prior fiscal year) of awards granted in prior fiscal years that vested at end of or during covered fiscal year   70,089,318   19,413,698
›  (Deduct) fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during covered fiscal year   -   -
›  Add dividends or other earnings paid on awards in covered fiscal year if not otherwise included in SCT Total for covered fiscal year   1,360,820   416,629
CAP Amount   105,500,600   33,136,129
  (a) There is no added pension service cost for any of the years shown, as the benefits were frozen in 2005. None of the Other NEOs are eligible for pension benefits. 
       
Compensation Actually Paid vs. Total Shareholder Return [Text Block]

CAP vs. Company/Peer Group Total Shareholder Return

 

CAP vs. Company/Peer Group Total Shareholder Return

 

       
Compensation Actually Paid vs. Net Income [Text Block]

CAP vs. GAAP Net Income

 

CAP vs. GAAP Net Income

 

       
Compensation Actually Paid vs. Company Selected Measure [Text Block]

CAP vs. Pre-Tax Income (non-GAAP)

 

CAP vs. Pre-Tax Income (non-GAAP)

 

       
Tabular List [Table Text Block]

Most Important Financial Performance Measures

 

The list below represents, in Delta’s assessment, the most important performance measures used to link CAP for the named executive officers to company performance for 2025. For further information regarding these financial performance measures and their function in Delta’s executive compensation program, see “Compensation Discussion and Analysis—Elements of Compensation—Performance Measure Selection” beginning on page 33.

 

Financial Performance Measures
Cumulative Free Cash Flow (non-GAAP)
Pre-Tax Income (non-GAAP) (Company-Selected Measure)
Total Revenue Per Available Seat Mile (TRASM) (non-GAAP)
       
Total Shareholder Return Amount $ 177 152 101 82 97
Peer Group Total Shareholder Return Amount 88 83 83 64 98
Net Income (Loss) Attributable to Parent $ 5,005,000,000 $ 3,457,000,000 $ 4,609,000,000 $ 1,318,000,000 $ 280,000,000
Company Selected Measure Amount 6,799,000,000 7,052,000,000 7,021,000,000 3,619,000,000 (3,144,000,000)
PEO Name Edward H. Bastian Edward H. Bastian Edward H. Bastian Edward H. Bastian Edward H. Bastian
Measure [Axis]: 1          
Pay vs Performance Disclosure [Table]          
Measure Name Pre-Tax Income        
Non-GAAP Measure Description [Text Block]
(5) Pre-Tax Income is the financial measure from the tabular list of Financial Performance Measures below that in Delta’s assessment represents the most important financial performance measure used by the company to link CAP for the named executive officers to Delta’s performance for the displayed years. This financial measure is also the measure used under our broad-based Profit Sharing Program, thereby aligning the interest of Delta management with our employees. Pre-Tax Income as used in this proxy statement is a non-GAAP financial measure. 
       
Measure [Axis]: 2          
Pay vs Performance Disclosure [Table]          
Measure Name Cumulative Free Cash Flow        
Measure [Axis]: 3          
Pay vs Performance Disclosure [Table]          
Measure Name Total Revenue Per Available Seat Mile        
Deduct Aggregate Change In Actuarial Present Value Included In S C T Total For Covered Fiscal Year [Member] | PEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount $ (0)        
Deduct Aggregate Change In Actuarial Present Value Included In S C T Total For Covered Fiscal Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (0)        
Add Pension Value Attributable To Covered Fiscal Years Service And Any Change In Pension Value Attributable To Plan Amendments Made In Covered Fiscal Year [Member] | PEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (0)        
Add Pension Value Attributable To Covered Fiscal Years Service And Any Change In Pension Value Attributable To Plan Amendments Made In Covered Fiscal Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (0)        
Deduct Aggregate Value Of Stock Awards And Option Awards Included In S C T Total For Covered Fiscal Year [Member] | PEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (11,914,231)        
Deduct Aggregate Value Of Stock Awards And Option Awards Included In S C T Total For Covered Fiscal Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (4,210,416)        
Add Fair Value At Year End Of Awards Granted During Covered Fiscal Year That Are Outstanding And Unvested As Of End Of Covered Fiscal Year [Member] | PEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 11,972,888        
Add Fair Value At Year End Of Awards Granted During Covered Fiscal Year That Are Outstanding And Unvested As Of End Of Covered Fiscal Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 4,231,145        
Adddeduct Change In Fair Value As Of End Of Covered Fiscal Year From End Of Prior Fiscal Year For Awards Granted In Any Prior Fiscal Year That Are Outstanding And Unvested At End Of Covered Fiscal Year [Member] | PEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 14,769,404        
Adddeduct Change In Fair Value As Of End Of Covered Fiscal Year From End Of Prior Fiscal Year For Awards Granted In Any Prior Fiscal Year That Are Outstanding And Unvested At End Of Covered Fiscal Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 5,506,500        
Add Fair Value At Vesting Date For Awards That Are Granted And Vested In The Same Year [Member] | PEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (0)        
Add Fair Value At Vesting Date For Awards That Are Granted And Vested In The Same Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (0)        
Adddeduct Change In Fair Value As Of Vesting Date From End Of Prior Fiscal Year Of Awards Granted In Prior Fiscal Years That Vested At End Of Or During Covered Fiscal Year [Member] | PEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 70,089,318        
Adddeduct Change In Fair Value As Of Vesting Date From End Of Prior Fiscal Year Of Awards Granted In Prior Fiscal Years That Vested At End Of Or During Covered Fiscal Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 19,413,698        
Deduct Fair Value At End Of Prior Fiscal Year Of Awards Granted In Any Prior Fiscal Year That Failed To Meet The Applicable Vesting Conditions During Covered Fiscal Year [Member] | PEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (0)        
Deduct Fair Value At End Of Prior Fiscal Year Of Awards Granted In Any Prior Fiscal Year That Failed To Meet The Applicable Vesting Conditions During Covered Fiscal Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (0)        
Add Dividends Or Other Earnings Paid On Awards In Covered Fiscal Year If Not Otherwise Included In S C T Total For Covered Fiscal Year [Member] | PEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 1,360,820        
Add Dividends Or Other Earnings Paid On Awards In Covered Fiscal Year If Not Otherwise Included In S C T Total For Covered Fiscal Year [Member] | Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount $ 416,629        
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Awards Close in Time to MNPI Disclosures [Table]  
Award Timing MNPI Disclosure

Equity Award Grant Policy

 

Delta’s equity award grant policy provides objective and standardized criteria for the timing, practices and procedures used in granting equity awards. Under this policy, the Personnel & Compensation Committee generally will consider approval of annual equity awards for management employees in the first quarter of the calendar year. However, if circumstances arise and the Personnel & Compensation Committee determines that it is advisable to grant equity awards at another time, it may decide to do so. Once approved, the grant date of these awards generally 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 generally 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.  The grant date of awards may also be designated to be a date later than those specified above.

 

Although Delta does not currently grant stock option awards to employees, the equity award grant policy prohibits the granting of stock options or option-like instruments to officers who are subject to Section 16 of the Securities Act of 1933 during the period starting four business days before and ending one business day after the filing of Delta’s Form 10-K or Form 10-Q or the filing or furnishing of a Form 8-K that discloses material non-public information. 

Award Timing Method Delta’s equity award grant policy provides objective and standardized criteria for the timing, practices and procedures used in granting equity awards.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered Although Delta does not currently grant stock option awards to employees, the equity award grant policy prohibits the granting of stock options or option-like instruments to officers who are subject to Section 16 of the Securities Act of 1933 during the period starting four business days before and ending one business day after the filing of Delta’s Form 10-K or Form 10-Q or the filing or furnishing of a Form 8-K that discloses material non-public information.
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true