David DeWalt
Director at DAL
Board
About David G. DeWalt
David G. DeWalt (age 61) has served on Delta’s Board since November 22, 2011. He is Founder, Managing Director and CEO of NightDragon Security and Managing Director of AllegisCyber Capital, with prior CEO roles at FireEye and McAfee and senior leadership at EMC. He brings deep cybersecurity, technology, and global operating experience and is designated an Audit Committee Financial Expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FireEye, Inc. | Executive Chairman; CEO (prior) | Exec. Chair through Jan 2017; CEO Nov 2012–Jun 2016 | Led global cybersecurity platform; board leadership |
| McAfee, Inc. | President & CEO | 2007–2011 (acquired by Intel) | Scaled security business; CEO experience |
| EMC Corporation | EVP; President – Customer Operations & Content Mgmt Software | 2003–2007 | Enterprise software operations leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Exelon Corporation | Director | Current | Public company directorship |
| Five9, Inc. | Director | 2012–2024 | Prior public company board service |
| NightDragon Acquisition Corp. | Director | 2017–2022 | Prior SPAC board |
| ForgeRock Inc. | Director | 2017–2022 | Prior public board |
| Forescout Technologies, Inc. | Director | 2015–2020 | Prior public board |
| CISA Cybersecurity Advisory Committee | Vice Chair | Current | Federal cyber advisory role |
| National Security Telecommunications Advisory Committee | Member | Current | Federal security advisory role |
Board Governance
- Independence and roles: Independent non-employee director; Chair, Corporate Governance Committee; member, Audit Committee; member, Personnel & Compensation Committee .
- Audit Committee Financial Expert designation: The Board designated DeWalt and Kathy Waller as “audit committee financial experts” under SEC rules .
- Board independence/structure: 12 of 14 nominees are independent; Board led by an independent non-executive Chair; robust oversight of strategy, safety, risk, IT/cyber, sustainability, and HCM .
- Attendance and engagement: Board met five times in 2024; each director attended at least 75% of Board/committee meetings during their tenure; all directors attended the 2024 annual meeting; routine executive sessions without the CEO .
Fixed Compensation (Director)
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Board retainer (non-employee) | $120,000 | Effective June 20, 2024; paid quarterly |
| Committee Chair retainer | $20,000 | Corporate Governance Committee Chair |
| Audit Committee Chair retainer (for info) | $30,000 | Not applicable to DeWalt; shown for schedule context |
| Equity grant (annual) | $200,000 | Restricted stock; vests at/shortly before next annual meeting |
| Flight benefits tax reimbursement cap | Up to $25,000/yr | Director flight benefits program |
| 2024 actual compensation (DeWalt) | $363,299 | Fees $135,000; Stock awards $200,000; All other comp $28,299 (includes flight benefits taxes/costs) |
Performance Compensation
- Delta pays directors via cash retainers and time-vested restricted stock; there are no performance-based incentives for directors. Annual grant in 2024: 4,040 restricted shares to each non-employee director (vests on June 20, 2025), plus an additional 2,420 shares for the Board Chair; DeWalt received the standard $200,000 grant .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict with DAL |
|---|---|---|---|
| Exelon Corporation | Utilities (Power) | Director | No direct competitive overlap with airlines disclosed; no related-party transactions disclosed in DAL proxy |
Expertise & Qualifications
- Cybersecurity/Technology: Extensive leadership in IT security (NightDragon, McAfee, FireEye), supporting Board oversight of cyber and technology risk .
- Governance leadership: Chairs Corporate Governance Committee overseeing governance standards, board refreshment, non-employee director compensation, sustainability oversight, and political/charitable contribution reporting .
- Financial literacy/risk: Audit Committee service and “financial expert” designation; Audit Committee oversees financial reporting, internal controls, ERM, cybersecurity, and related-party oversight .
Equity Ownership
| Holder | Beneficial Ownership (Apr 18, 2025) | % of Shares Outstanding | Notes |
|---|---|---|---|
| David G. DeWalt | 79,250 shares | <1% (each listed individual <1%) | Shares owned directly/indirectly; directors subject to anti-hedging/anti-pledging policy |
| Director stock ownership guideline | ≥5x cash retainer or 35,000 shares | — | All non-employee directors exceeded guideline as of 12/31/2024, except three new directors still within 5-year window |
Governance Assessment
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Strengths for investor confidence:
- Independent director with deep cybersecurity expertise; designated Audit Committee Financial Expert, bolstering oversight of cyber and financial risks .
- Governance leadership as Corporate Governance Committee Chair; committee oversees board refreshment, director pay, and sustainability strategy, indicating strong process rigor .
- Solid engagement/attendance record at the Board level; independent Board leadership and regular executive sessions .
- Ownership alignment: meaningfully above the 35,000-share guideline; anti-hedging/anti-pledging policy; prohibition on holding specific competitor airline stocks mitigates conflicts .
-
Watch items / potential red flags:
- Director flight benefits include tax reimbursements (up to $25,000 annually); while common in the airline sector, some investors view such tax gross-ups as less shareholder-friendly for directors (DAL provides for reimbursement during active service) .
- Multiple external commitments (Exelon board; NightDragon CEO/MD; AllegisCyber MD). No DAL-related-party transactions disclosed, but ongoing vigilance is warranted given DAL’s vendor ecosystem and Audit Committee’s related-party oversight mandate .
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Shareholder sentiment signal:
- 2024 Say-on-Pay received 72% support; the Personnel & Compensation Committee (which includes DeWalt) responded by eliminating one-time enhanced awards in 2024 and adding a relative TSR modifier to PRSUs, indicating responsiveness to investor feedback .
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Committee effectiveness indicators:
- Audit: active oversight of cybersecurity and ESG reporting in SEC filings; confirmed auditor independence; DeWalt on committee roster and identified as financial expert enhances credibility .
- Corporate Governance: direct oversight of environmental sustainability strategy and board composition; DeWalt’s chair role positions him at the center of board refresh and governance practices .
- Personnel & Compensation: independent consultant (FW Cook) supports robust executive and director pay process; DeWalt serves on the committee, aligning with best-practice governance .
Overall: DeWalt’s cyber and governance credentials, committee leadership, and stock ownership alignment are positives for board effectiveness. Tax gross-ups tied to flight benefits and a full external load are the primary optics to monitor, but oversight structures (independence, anti-hedging/pledging, related-party review, and governance refresh) mitigate key risks .