Alain Bellemare
DELTA AIR LINESAbout Alain Bellemare
Executive Vice President & President – International at Delta Air Lines since January 2021; age 63 . Previously CEO of Bombardier (Feb 2015–Mar 2020) and President & CEO of United Technologies Corporation Propulsion & Aerospace Systems (June 2011–Feb 2015) . Under Bellemare’s tenure on Delta’s leadership team, Delta delivered industry-leading 2024 performance: over $5 billion adjusted pre-tax income, $8 billion adjusted operating cash flow, and $3.4 billion free cash flow, with record full-year revenue, while achieving investment-grade ratings at all three agencies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bombardier | Chief Executive Officer | Feb 2015 – Mar 2020 | Senior leadership of global aerospace company (disclosed role; impact not further disclosed) |
| United Technologies Corp. Propulsion & Aerospace Systems | President & CEO | June 2011 – Feb 2015 | Senior leadership of propulsion/aerospace systems (disclosed role; impact not further disclosed) |
External Roles
No external directorships or committee roles disclosed for Bellemare in Delta filings reviewed .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 650,000 | 650,000 |
| Stock Awards ($) | 3,000,076 | 3,000,155 | 3,000,470 |
| Non-Equity Incentive Plan Compensation ($) | 1,371,959 | 2,831,620 | 2,776,681 |
| All Other Compensation ($) | 146,180 | 210,833 | 220,174 |
| Total ($) | 5,168,215 | 6,692,608 | 6,647,325 |
2024 annual bonus (MIP) details:
| Item | FY 2024 |
|---|---|
| Base Salary for MIP ($) | 650,000 |
| Target Award (% of base) | 150% |
| Target Award ($) | 975,000 |
| Payout % of Target | 130.93% |
| Actual MIP Award ($) | 1,276,531 |
Performance Compensation
2024 LTIP awards (grant date Feb 7, 2024) and vesting:
| Component | Grant-Date Fair Value ($) | Shares/Units (#) | Vesting |
|---|---|---|---|
| Performance Restricted Stock Units (PRSUs) | 1,500,235 | 37,310 target units | Pays in 2027 subject to 3-year performance; TSR modifier applies |
| Performance Awards (Cash) | 1,500,000 target | n/a | Pays in 2027 subject to 3-year performance; measures set annually |
| Restricted Stock | 1,500,235 | 37,310 shares | Vests in three equal installments on Feb 1, 2025, Feb 1, 2026, Feb 1, 2027 |
2024 LTIP performance measures and TSR modifier (companywide framework):
- PRSU outcome grid (3-year ending Dec 31, 2026): matrix based on Absolute Cumulative Free Cash Flow ($7B/$9B/$11B thresholds) and rank vs PRSU Industry Group (AA, SWA, UAL), payout 0%–200% at target mix .
- Relative Total Shareholder Return modifier (vs ALK, AAL, JBLU, LUV, UAL): +10ppt for ranks 1–2; 0ppt for ranks 3–4; -10ppt for ranks 5–6 .
- Performance Awards (cash) reference TRASM, customer NPS, cumulative free cash flow across the 3-year period (annual goals set for 2024–2026) .
2022 LTIP payout (companywide PRSU): certified at 258% of target based on EPS recovery ranking and absolute EPS modifier for the 2019–2024 comparison period; Performance Awards paid based on TRASM, customer service, and cumulative free cash flow (3-year ending Dec 31, 2024) .
Equity Ownership & Alignment
| Item | Bellemare |
|---|---|
| Beneficial Ownership (Apr 18, 2025) | 245,214 shares; less than 1% of common outstanding |
| Options exercisable or within 60 days | 68,060 shares (2021 LTIP options, $39.78 strike, expiring Feb 2, 2031) |
| Unvested Restricted Stock (Dec 31, 2024) | 11,395 (2022 LTIP) = $689,398; 27,833 (2023 LTIP) = $1,683,897; 37,310 (2024 LTIP) = $2,257,255 (valued at $60.50) |
| Unearned PRSUs (Dec 31, 2024) | 34,185 (2022 LTIP) = $2,068,193; 41,750 (2023 LTIP) = $2,525,875; 37,310 (2024 LTIP) = $2,257,255 (valued at $60.50; assumes target) |
| Stock Ownership Guidelines | EVPs: 4x salary or 150,000 shares; as of Dec 31, 2024, all NEOs exceeded required levels |
| Hedging/Pledging Policy | Prohibited for employees and Board (no margin pledges) |
Insider transactions check: Searched for Form 4s; no insider transaction records found in the sources accessed for the last 24 months [SearchDocuments: no information found].
Employment Terms
| Provision | Details |
|---|---|
| Employment Contracts | None for executive officers |
| Severance (EVP level) | Termination without cause or good reason (no CIC): 18 months base salary + 150% target MIP; 18 months healthcare & Flight Benefits; outplacement |
| Change-in-Control (CIC) – Double Trigger | If terminated without cause or resigns for good reason within 2 years post-CIC: same cash severance as above; performance awards and PRSUs vest and pay at target; restricted stock vests immediately |
| Equity Treatment – Other Scenarios | Death/Disability: immediate vest; PRSUs/performance awards at target; Resignation without good reason: forfeiture of most awards for EVPs |
| Clawbacks | SEC Rule 10D-1 compliant clawback plus long-standing misconduct-related clawback |
| Executive Officer Cash Severance Policy | No agreements exceeding 2.99x salary+target bonus without shareholder approval |
| Tax Gross-ups | No excise tax gross-ups; amounts may be cut to 4999 safe harbor |
Performance & Track Record
- Delta 2024 performance: over $5B adjusted pre-tax income, sustained industry revenue premium, $8B adjusted operating cash flow, $3.4B free cash flow, investment-grade ratings restored—all indicating strong execution during Bellemare’s tenure on the leadership team .
- Recognition: Cirium Platinum Award (global operational excellence) and North America’s most on-time airline; ATW 2024 Airline of the Year; Business Travel News top airline (14th year) .
- Say-on-Pay outcomes reflecting shareholder sentiment: 72% support in 2024; one-time enhanced awards in 2023 were not repeated in 2024 following investor feedback .
Compensation Peer Group and Governance Inputs
- Peer group used for benchmarking (21 companies across airlines and cross-industry): AAL, UAL, LUV plus American Express, Boeing, Coca-Cola, Deere, FedEx, Home Depot, Honeywell, Marriott, McDonald’s, Nike, Procter & Gamble, RTX, Starbucks, Target, Uber, Union Pacific, UPS .
- Independent consultant FW Cook advises on executive compensation and peer benchmarking .
- Program philosophy emphasizes pay-for-performance, no employment contracts, double-trigger CIC, anti-hedging/pledging, disclosure of measures; executives’ equity and cash incentives tied to TRASM, NPS, pre-tax income vs peers, cumulative free cash flow, and relative TSR .
Investment Implications
- Alignment: Significant at-risk pay tied to multi-year financial and TSR metrics, plus strict ownership/retention (4x salary or 150k shares) and anti-pledging enhances alignment; Bellemare exceeded ownership guideline as of year-end 2024 .
- Retention risk: Standard EVP severance with double-trigger CIC and prorating rules, but no employment contract; 2025–2027 vesting cadence for restricted stock and PRSUs likely supports retention; one-time 2023 enhancements applied to certain NEOs and not repeated in 2024, reducing future grant inflation concerns .
- Potential supply/insider pressure: Upcoming vesting of 37,310 restricted shares across 2025–2027 and PRSU payouts scheduled for 2027 could add supply; current options exercisable total 68,060 shares; no hedging/pledging allowed; no Form 4 sale data found in reviewed sources [SearchDocuments: no information found].
- Governance backdrop: 2024 say-on-pay at 72% indicates acceptable but scrutinized investor support; peer benchmarking broadens beyond airlines; clawbacks and severance caps mitigate pay-risk optics .