David Taylor

About David S. Taylor

David S. Taylor, age 67, is Delta Air Lines’ independent, non‑executive Chair of the Board, having joined the Board on August 7, 2019; he currently chairs the Finance Committee and serves on the Corporate Governance and Personnel & Compensation Committees . Taylor is a Senior Operating Advisor to Clayton, Dubilier & Rice and previously served as President & CEO (2015–2021), Chairman (2016–2021), and Executive Chairman (Nov 2021–Jun 2022) of The Procter & Gamble Company; he is also a member of Duke University’s Board of Trustees . As Chair, he presides over executive sessions, shapes agendas in collaboration with committee chairs and management, oversees evaluations and succession planning, and manages Board/CEO relations—functions explicitly designed to strengthen independent oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
The Procter & Gamble Company	President & CEO; Chairman; Executive Chairman	2015–2022	Led global operations as CEO/Chair; governance leadership as Executive Chairman
TRW Automotive	Director	Not disclosed	Added insight into complex global operations

External Roles

Organization	Role	Tenure	Committees/Impact
Clayton, Dubilier & Rice	Senior Operating Advisor	Current	Private equity operating advisor experience
Duke University	Board of Trustees (Member)	Current	University governance oversight
Public Directorships (current)	None disclosed	—	—
Public Directorships (prior)	The Procter & Gamble Company	2015–2022	Former Chair; board leadership

Board Governance

Independence: Taylor is a non‑employee director and committee member; Delta states all Audit, Corporate Governance, Finance, and Personnel & Compensation Committee members are independent per NYSE and company standards .
Committee assignments: Finance (Chair), Corporate Governance, Personnel & Compensation .
Meeting cadence: Board met 5 times in 2024; each director attended at least 75% of Board and relevant committee meetings, and all directors attended the 2024 annual meeting; Taylor presided over routine executive sessions as non‑executive Chair .
Committee activity (2024 meetings): Finance 6; Personnel & Compensation 6; Safety & Security 5; Corporate Governance 5; Audit 9 .
Chair responsibilities: Agenda setting, evaluations, risk oversight, conflicts avoidance, committee assignments, shareholder engagement, and executive session leadership .
2025 shareholder support: Taylor received 452,224,421 votes “For”, 14,997,782 “Against”, 536,061 “Abstain,” with broker non‑votes of 90,384,477 .

Fixed Compensation

Component	Program Terms	2024 Amount (Taylor)
Board cash retainer	$180,000 for non‑executive Chair; $120,000 for other non‑employee directors; payable quarterly	Included in $200,000 total cash fees
Committee chair retainer	$20,000 for committee chairs; $30,000 (Audit Chair); $25,000 (P&C Chair); payable quarterly	Finance Chair: $20,000 (part of cash total)
Meeting fees	Not disclosed	—
Perquisites	Complimentary travel benefits; tax reimbursements up to $25,000/year; unused allowances may carry forward	$13,035 “All Other Compensation” (primarily tax reimbursement related to flight benefits)

In 2024, Taylor’s director compensation totaled $533,035: cash fees $200,000; stock awards $320,000; all other compensation $13,035 .

Performance Compensation

Equity Award	Grant Date	Shares	Fair Value	Vesting	Performance Criteria
Annual restricted stock (directors)	Jun 20, 2024	4,040	$200,000	Vests Jun 20, 2025, subject to continued service	Time‑based; no performance metrics
Additional restricted stock (Chair)	Jun 20, 2024	2,420	$320,000 total Chair equity value	Same vesting as annual grant	Time‑based; no performance metrics

Director equity awards are time‑based restricted stock; non‑employee directors are not granted options or PSUs under the program as disclosed in the 2024 Director Compensation Table .
The Performance Compensation Plan governs employee awards; permitted performance measures include TSR, ROE/ROA, revenue/expense metrics, margins, cash flow, EBITDA/aircraft rent, DOT operational rankings, and customer/employee satisfaction; change‑in‑control treatment uses double‑trigger vesting; directors receive fixed annual RS grants ($200,000; $320,000 for the Chair) .

Other Directorships & Interlocks

Company	Role	Status	Notes
The Procter & Gamble Company	Director/Chair	Former (2015–2022)	Public board service and leadership
TRW Automotive	Director	Former	Additional operational insight
Compensation Committee interlocks	—	None	Delta discloses no interlocks among P&C Committee members (Taylor included)

Expertise & Qualifications

Senior leadership: Former CEO and Chairman at P&G; extensive global leadership experience .
Marketing/brand: Deep expertise in marketing, innovation, and consumer trends from P&G senior roles .
Global operations: Extensive experience across North America, Europe, and Asia; complex global business exposure .
Governance: Current independent Chair; active in agenda setting, succession planning, and conflict oversight .

Equity Ownership

Holder	Shares Beneficially Owned (as of Apr 18, 2025)	Ownership % of Outstanding	Notes
David S. Taylor	115,940	<1%	Includes 99,480 shares in a Grantor Retained Annuity Trust (GRAT) for his adult children; Taylor is trustee and sole recipient of annuity payments
Hedging/Pledging policy	—	—	Company prohibits hedging and pledging of Delta securities for directors; directors must retain ≥50% of net shares until guidelines met
Ownership guidelines	—	—	5× annual cash retainer or 35,000 shares; all non‑employee directors exceeded guideline as of Dec 31, 2024 except three newer directors (elected in 2023 or 2024)

Governance Assessment

Independence and oversight: Taylor’s role as independent, non‑executive Chair with explicit responsibilities for executive sessions, agenda setting, evaluations, risk, and conflicts indicates robust independent oversight, supporting investor confidence .
Committee leadership and engagement: Chairing Finance and serving on Governance and P&C exposes him to capital structure, M&A/strategic investments, director compensation, succession planning, and ESG oversight; committees met regularly (Finance 6; P&C 6; Governance 5 in 2024), demonstrating engaged oversight cadence .
Ownership alignment: Beneficial ownership of 115,940 shares and compliance with stringent ownership guidelines (5× retainer or 35,000 shares) plus anti‑hedging/pledging policy strengthen alignment; the GRAT structure is disclosed and does not indicate pledging or related‑party transactions .
Director pay structure: Cash+time‑based RS grants (no options/PSUs) with Chair premium ($180,000 cash retainer; $320,000 equity) and Finance chair retainer ($20,000) reflect market benchmarking reviewed by FW Cook; modest perquisites are transparent and largely tax‑reimbursement for flight benefits .
Shareholder support signal: Strong “For” vote in 2025 director election suggests investor backing of governance; full counts disclosed for Taylor .
Potential conflicts: No Item 404 related‑party transactions disclosed; Audit Committee is responsible for reviewing/approving any conflicts; Taylor’s external role with CD&R is disclosed with no Delta‑specific transactions noted in the proxy .

RED FLAGS

None disclosed related to Taylor in Item 404 transactions, hedging/pledging, attendance shortfalls, or compensation committee interlocks; perquisites are industry‑standard flight benefits with tax reimbursement caps and transparent disclosure .

Program changes/benchmarks

2024 director compensation updates: Retainer and equity grant increases recommended by FW Cook after review versus a 21‑company peer group (including three airlines); equity awards to non‑employee directors capped at $1 million under the plan .
Performance Compensation Plan amendment at 2025 AGM: Share authorization increased by 9.6 million shares and expiration extended to 2035; double‑trigger vesting maintained; directors continue receiving fixed RS grants .

References

2025 Proxy Statement (DEF 14A), April 25, 2025: Biography, committees, governance, compensation, ownership, policies .
8‑K (Submission of Matters to a Vote of Security Holders), June 20, 2025: Director election vote results .