Daniel Janki

About Daniel Janki

Daniel C. Janki is Executive Vice President & Chief Financial Officer of Delta Air Lines (DAL) and has served as CFO since July 2021; he is 56 years old and previously held multiple senior roles at General Electric (GE) including CEO of GE Power Portfolio and SVP—Treasurer & Global Business Operations . During his tenure, Delta reinstated and increased its dividend in 2023–2024 ($0.10/share in 1H24, $0.15/share in 2H24) , and delivered 2024 results highlighted in the 2025 Proxy (e.g., >$5B adjusted pre-tax income, $8B adjusted operating cash flow, $3.4B free cash flow) . Stock performance in Delta’s Pay vs. Performance disclosure (value of $100 invested) improved from 68 (2021) to 106 (2024) .

• Revenue rose from $23.6B (FY21) to $51.7B (FY24); EBITDA improved from -$0.5B (FY21) to $8.0B (FY24). Values retrieved from S&P Global.*

Past Roles

External Roles

• None disclosed for Mr. Janki in Delta’s 2024 10-K Executive Officers section .

Fixed Compensation

Notes: The Personnel & Compensation Committee granted no base salary increase for Mr. Janki in 2024 . 2024 MIP company performance payout factor was 130.93% .

Performance Compensation

• Annual Incentive (MIP) 2024 metrics and design:

  • Financial performance: Pre-tax income (aligned with broad-based profit sharing) .
  • Operational performance: On-time arrival, flight completion, baggage handling, and net promoter score (absolute for NPS; relative or internal goals for others) -.
  • If no profit sharing payout, NEO MIP capped at target and paid in restricted stock with vesting conditions .

• Long-Term Incentive Program (LTIP) 2024 – award mix for Janki:

  • PRSUs: $2,750,000
  • Cash Performance Award: $1,375,000
  • Time-based Restricted Stock: $1,375,000

• 2024 PRSU performance framework and vesting:

  • Metrics: (1) Cumulative free cash flow (absolute), (2) Relative cumulative pre-tax income vs. AAL/SWA/UAL, with payout matrix up to 200%, and (3) Relative TSR modifier ±10% vs. ALK/AAL/JBLU/SWA/UAL -.
  • PRSUs settle after the 3-year period ending Dec 31, 2026; payouts in 2027 -.

• 2024 Performance Award (cash) – metrics:

  • TRASM (relative), Customer Service (NPS Domestic/Transatlantic/Latin America), and Cumulative Free Cash Flow over the three-year period ending Dec 31, 2026 -.

• 2024 Time-based Restricted Stock:

  • Vests in equal thirds on Feb 1 of 2025, 2026, 2027 .

• Program changes in 2024 (investor feedback response):

  • Eliminated time-based cash in LTIP for all NEOs; reinstated time-based restricted stock .
  • Added relative TSR modifier to PRSUs; reduced PRSU max from 300% to 200% .

Equity Ownership & Alignment

• Beneficial Ownership (as of Apr 18, 2025):
  • Janki: 315,268 shares beneficially owned; includes 73,730 options exercisable within 60 days .
  • Each listed insider owns <1% of outstanding shares .
• Outstanding awards (Dec 31, 2024) – Janki:
  • Unvested Restricted Stock: 11,395 (2022 LTIP); 25,513 (2023 LTIP); 34,200 (2024 LTIP)
  • PRSUs Outstanding (Target): 34,185 (2022 LTIP); 76,540 (2023 LTIP); 68,400 (2024 LTIP)
  • Stock Options: 73,730 options, exercise price $38.56, expiring 7/18/2031
• Ownership Policy and Hedging/Pledging:
  • Stock ownership guideline: Executive Vice Presidents must hold the greater of 4x base salary or 150,000 shares; compliance measured on 3-month avg; all NEOs exceeded requirement as of Dec 31, 2024 .
  • Anti-hedging and anti-pledging policy applies to all employees and Board members .

Employment Terms

• Employment & severance:
  • No employment agreements; no supplemental executive retirement plan (SERP) or deferred compensation for officers .
  • Severance Plan (no CIC): For EVPs (incl. Janki): 18 months base salary + 150% of target MIP + 18 months healthcare and Flight Benefits + outplacement (capped at $3,000) .
  • Change-in-Control (double trigger within 2 years): same multiples as above for EVPs .
  • Equity treatment on various terminations: EVPs receive prorated PRSUs/performance awards and pro rata vesting of restricted stock on qualified terminations; double-trigger CIC accelerates at target; detailed scenarios disclosed -.
• Clawbacks:
  • Rule 10D-1/NYSE-compliant clawback (mandatory recovery for certain restatements) plus long-standing misconduct clawback permitting recoupment of incentive comp upon fraud/misconduct leading to restatement -.

Performance & Track Record

• Financial trajectory during Janki’s CFO tenure:

  • Revenue ($) and EBITDA ($) by fiscal year:

  Metric	FY 2021	FY 2022	FY 2023	FY 2024
  Revenues ($)	23,551,000,000*	41,268,000,000*	49,632,000,000*	51,716,000,000*
  EBITDA ($)	-478,000,000*	5,752,000,000*	8,091,000,000*	8,000,000,000*

  Values retrieved from S&P Global.*

  • Dividend reinstatement and increase: $0.10/share in Mar and Jun 2024; $0.15/share in Sep and Dec 2024 .
  • TSR (value of $100 invested) from Pay vs. Performance: 2021: 68; 2022: 57; 2023: 70; 2024: 106 .

• Operational/strategic highlights referenced by Board/management:

  • 2024: >$5B adjusted pre-tax income; $8B adjusted operating cash flow; $3.4B free cash flow; regained investment grade at all three agencies .

Director/Committee Governance Touchpoints

• Personnel & Compensation Committee (2024 members): Sergio A. L. Rial (Chair), Maria Black, Greg Creed, David G. DeWalt, Leslie D. Hale, David S. Taylor, Kathy N. Waller .
• Compensation peer group used for 2024 decisions includes airlines and large-cap brands (e.g., AAL, LUV, UAL, UPS, U.S. industrials/consumer companies) .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay support: >72% in favor for 2023 compensation .
• 2024 program adjustments addressing investor feedback: removal of time-based cash in LTIP; added relative TSR modifier; reduced PRSU max payout; enhanced disclosures -.

Risk Indicators & Red Flags

• Anti-hedging/pledging policy reduces misalignment risk .
• Double-trigger CIC; no excise tax gross-ups; cash severance cap policy (2.99x) .
• Clawbacks in place (regulatory and misconduct-based) -.
• No employment agreements or SERP (limits legacy entitlements) .
• Monitor: vesting events (Feb 1, 2025/2026/2027) that could create mechanical selling pressure; actual Form 4 trading patterns not included here.

Investment Implications

• Pay-for-performance alignment is solid: high at-risk mix; 2024 LTIP shifts increase shareholder alignment (TSR modifier; lower PRSU max) while removing cash time-vests . MIP uses profit-sharing-aligned pre-tax income and broad operational metrics to balance financial and service outcomes -.
• Retention risk appears moderate: robust equity overhang (meaningful unvested RS/PRSUs) with pro-rata vesting on qualified terminations but no rich single-trigger CIC; anti-hedging/pledging and ownership rules reinforce alignment -.
• Execution lens: Since FY21, revenue and EBITDA have scaled materially alongside resumed and increased dividends; TSR in PVP shows recovery into 2024. Continued progress on free cash flow and balance sheet deleveraging should be supportive for equity-linked compensation value realization .
• Watch items: outcome paths for PRSUs hinge on cumulative FCF and relative pre-tax profitability vs peers plus TSR ranks (introduces market beta to payouts) -.

Appendix: Additional Quantitative Details

• 2024 LTIP Grants (Janki)

  • PRSUs: $2,750,000
  • Performance Awards (cash): $1,375,000
  • Restricted Stock: $1,375,000

• Beneficial Ownership (as of Apr 18, 2025)

  • Janki: 315,268 shares; includes 73,730 options exercisable within 60 days

• Outstanding Equity Awards (as of Dec 31, 2024) – Janki

  • Restricted Stock: 11,395 (2022); 25,513 (2023); 34,200 (2024)
  • PRSUs (Target): 34,185 (2022); 76,540 (2023); 68,400 (2024)
  • Options: 73,730 at $38.56; expires 7/18/2031

• MIP 2024 (Janki)

  • Base Salary: $650,000; Target %: 175%; Payout factor: 130.93%; Award: $1,489,286

• Ownership & Policy

  • EVP guideline: 4x salary or 150,000 shares; all NEOs in compliance as of 12/31/24
  • Anti-hedging & anti-pledging policy

• CIC / Severance (Executive Officer Cash Severance Policy; Severance Plan)

  • EVP (incl. Janki) w/o CIC: 18 months salary + 150% of target MIP + 18 months benefits + outplacement
  • Double-trigger CIC acceleration at target for performance awards

• Say-on-Pay

  • 2024 vote support: >72%

• Stock Performance (PVP TSR, value of $100)

  • 2021: 68; 2022: 57; 2023: 70; 2024: 106

Footnote: *Values retrieved from S&P Global.