Glen Hauenstein
President at DAL
Executive
About Glen Hauenstein
Glen W. Hauenstein is President of Delta Air Lines and has served in this role since May 2016; he is 64 years old as of the company’s FY2024 10-K filing on February 11, 2025 . He previously served as Delta’s EVP-Chief Revenue Officer (2013–2016) and EVP-Network Planning & Revenue Management (2005–2013), with prior senior commercial roles at Alitalia and Continental Airlines . Under his leadership, Delta has driven a multi-year premium strategy with growing premium seat mix, premium lounge investments, and corporate travel share gains, as reflected in management commentary across 2024–2025 earnings calls . Delta’s 2024 financial performance included net income of $3,457 million and pre-tax income of $7,052 million, which inform pay-versus-performance alignment disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Delta Air Lines | President | May 2016–present | Led premium expansion, seat-mix shift toward high-margin cabins; emphasized corporate premium and network optimization |
| Delta Air Lines | EVP – Chief Revenue Officer | Aug 2013–May 2016 | Oversaw revenue strategy, merchandising evolution pre/post-pandemic |
| Delta Air Lines | EVP – Network Planning & Revenue Management | Apr 2006–Jul 2013 | Directed network and revenue management through industry cycles |
| Delta Air Lines | EVP & Chief of Network and Revenue Management | Aug 2005–Apr 2006 | Led combined network and revenue management function |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alitalia | Vice General Director – Chief Commercial Officer & Chief Operating Officer | 2003–2005 | Senior commercial and operational leadership at European flag carrier |
| Continental Airlines | Senior Vice President – Network | 2003 | Network leadership in competitive U.S. markets |
| Continental Airlines | Senior Vice President – Scheduling | 2001–2003 | Fleet scheduling and capacity planning |
| Continental Airlines | Vice President – Scheduling | 1998–2001 | Scheduling leadership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 700,000 | 700,000 | 745,833 |
| Bonus ($) | – | 6,050,000 (time-based cash awards under 2022/2023 LTIPs) | 1,937,500 (time-based cash awards under 2022/2024 LTIPs) |
| Stock Awards ($) | 3,200,168 | 8,875,069 | 5,812,758 |
| Option Awards ($) | – | – | – |
| Non-Equity Incentive Plan Compensation ($) | 1,723,744 | 3,681,404 | 3,709,060 |
| All Other Compensation ($) | 190,645 | 246,035 | 251,133 |
| Total ($) | 5,814,557 | 19,552,508 | 12,456,284 |
| Annual Incentive (MIP) | 2023 | 2024 |
|---|---|---|
| Base Salary for MIP ($) | 700,000 | 745,833 |
| Target Award (% of base) | 175% | 175% |
| Target Award ($) | 1,225,000 | 1,305,208 |
| Percentage of Target Earned | 142.34% | 130.93% (actual payout 130.92625%) |
| Total MIP Award ($) | 1,743,665 | 1,708,860 |
- Base salary was increased effective March 1, 2024 to $750,000 from $700,000 to better align with peers .
Performance Compensation
| 2024 LTIP Target Mix (Hauenstein) | Amount ($) |
|---|---|
| Performance Restricted Stock Units (PRSUs) | 3,875,000 |
| Cash Performance Awards | 1,937,500 |
| Restricted Stock (time-based) | 1,937,500 |
| Total 2024 LTIP Target | 7,750,000 |
| 2024 PRSU Metrics and Potential Payouts | PRSU Industry Group Rank #4 | #3 | #2 | #1 |
|---|---|---|---|---|
| Absolute cumulative free cash flow ≥ $11B | 75% | 100% | 150% | 200% |
| $9B | 50% | 75% | 100% | 150% |
| $7B | 0% | 50% | 75% | 100% |
| Below $7B | 0% | 0% | 50% | 75% |
- PRSUs include a relative TSR modifier: Rank 1–2 adds +10 pts; Rank 3–4 no change; Rank 5–6 subtracts 10 pts; peer group includes Alaska, American, JetBlue, Southwest, United .
- Restricted stock vests in three equal tranches on Feb 1, 2025; Feb 1, 2026; Feb 1, 2027; dividends accrue but pay only upon vesting .
- 2022 LTIP PRSU outcome (3-year performance to Dec 31, 2024): Relative EPS recovery ranked #1 (250% of target) with absolute EPS of $6.61 adding an +8% modifier; performance cash awards were based on TRASM vs peers, customer service, and cumulative free cash flow over 2022–2024 .
Equity Ownership & Alignment
| Ownership and Awards (as of dates shown) | Shares/Units | Value/Notes |
|---|---|---|
| Beneficial ownership (Apr 18, 2025) | 1,052,057 shares; includes rights to acquire via options exercisable within 60 days | Each individual NEO owns <1% of outstanding shares |
| Options exercisable within 60 days (Apr 18, 2025) | 824,710 shares | See grant-level detail below |
| Unvested Restricted Stock (granted Feb 7, 2024) | 48,190 shares | Market value $2,915,495 at $60.50 on Dec 31, 2024 |
| Unearned PRSUs (2022 grant) | 72,930 units | Payout value at target $4,412,265 at $60.50 |
| Unearned PRSUs (2023 grant) | 247,010 units | Payout value at target $14,944,105 at $60.50 |
| Unearned PRSUs (2024 grant) | 96,370 units | Payout value at target $5,830,385 at $60.50 |
| Stock awards vested in 2024 | 14,000 shares; value realized $556,640 | Vesting from prior awards |
| Stock ownership guidelines (President) | 6x salary OR 200,000 shares | All NEOs exceeded ownership levels as of Dec 31, 2024 |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited; no margin accounts | Aligns with shareholder interests |
| Option Grants (Outstanding at Dec 31, 2024) | Exercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|
| 2017 LTIP – Performance Stock Options (Feb 9, 2017) | 123,910 | 49.33 | Feb 8, 2027 |
| 2018 LTIP – Performance Stock Options (Feb 8, 2018) | 160,200 | 51.23 | Feb 7, 2028 |
| 2019 LTIP – Performance Stock Options (Feb 6, 2019) | 206,060 | 50.52 | Feb 5, 2029 |
| 2020 LTIP – Performance Stock Options (Feb 5, 2020) | 199,780 | 58.89 | Feb 4, 2030 |
| 2021 LTIP – Stock Options (Feb 3, 2021) | 134,760 | 39.78 | Feb 2, 2031 |
Employment Terms
| Termination Scenario (Dec 31, 2024 valuation basis $60.50) | Severance Payment ($) | PRSUs ($) | Performance Awards ($) | Restricted Stock ($) | Other Benefits ($) |
|---|---|---|---|---|---|
| Without Cause | 4,125,000 | 20,774,490 | 3,875,000 | 2,915,495 | 439,513 |
| Resignation for Good Reason | – | 20,774,490 | 3,875,000 | 2,915,495 | 415,767 |
| For Cause | – | – | – | – | – |
| Resignation without Good Reason | – | 20,774,490 | 3,875,000 | 2,915,495 | 415,767 |
| Retirement | – | 20,774,490 | 3,875,000 | 2,915,495 | 415,767 |
| Death | – | 20,774,490 | 3,875,000 | 2,915,495 | – |
| Disability | – | 20,774,490 | 3,875,000 | 2,915,495 | 415,767 |
| Change-in-Control (CIC) – Termination w/o Cause or Resignation for Good Reason | 4,125,000 | 20,774,490 | 3,875,000 | 2,915,495 | 439,513 |
- Severance formula: 24 months base salary plus 200% of MIP target award (MIP target = 175% of base), health care, flight benefits, outplacement; double-trigger CIC applies; no employment contracts .
- Definitions: Cause, Change in Control (>35% beneficial ownership, board turnover, certain mergers, or asset transfer >40%), Good Reason (material diminution, relocation >50 miles, pay reduction, breach), Retirement (age/service combinations) .
- To receive severance, executives must sign release and agree to non-compete, non-solicit, non-disparagement, confidentiality; no excise tax gross-ups; benefits reduced to safe harbor if advantageous .
- Executive Officer Cash Severance Policy caps new cash severance plans >2.99x salary+target bonus without shareholder approval .
Compensation Structure & Policies
- Clawback: NYSE Rule 10D-1 compliant executive officer clawback policy for financial-based incentive compensation upon certain restatements .
- Anti-hedging and anti-pledging: Prohibits hedging, short sales, margin accounts and pledging of Delta securities by employees and directors .
- Stock ownership guidelines: President must hold shares equal to 6x salary or at least 200,000 shares; hold 50% of net shares until compliant; all NEOs exceeded guidelines as of Dec 31, 2024 .
- Grant timing: Equity awards generally approved in Q1; grant date occurs after earnings release; option grants restricted around 10-K/10-Q and material 8-K windows .
- Peer group methodology: Committee revised criteria in Oct 2022 to reflect Delta’s strategy toward digital capabilities and premium global brand; target TDC competitive with peers .
Performance & Track Record Insights
- Premium strategy: Management expects premium to overtake main cabin in seat mix, with corporate comprising 30–40% of premium; retention rates for premium products are in the mid-80% .
- Capacity and revenue: 2025 capacity growth targeted at 3–4% with >85% of incremental seats in premium cabins; margins expected to improve via efficient growth in profitable hubs .
- Loyalty and co-brand economics: Amex card spend and cash received up 10% in Q2 2025, supporting resilient diversified revenue streams .
- Network planning: Observed shift from peak summer to shoulder season demand in Transatlantic markets; adjusting capacity accordingly to drive returns above cost of capital .
- 2024 financials: Net income $3,457 million; pre-tax income $7,052 million, used in pay-versus-performance disclosures .
Governance & Shareholder Feedback
- Say-on-Pay 2025: Advisory vote approved (For: 445,434,238; Against: 21,175,222; Abstain: 1,148,804) .
- Plan amendment: Performance Compensation Plan amended/restated June 19, 2025, adding 9.6 million authorized shares and extending expiration to 2035; shareholder approval obtained .
Vesting Schedules and Insider Selling Pressure
- Time-based restricted stock: Vests Feb 1, 2025/2026/2027; 48,190 shares outstanding from 2024 grant .
- 2024 vesting activity: 14,000 stock awards vested; no options exercised in 2024 by Hauenstein per proxy table .
- PRSU payouts: 2022 LTIP PRSUs paid based on performance through Dec 31, 2024; 2024 LTIP PRSUs run through Dec 31, 2026, with payout in 2027 and TSR modifier .
- Options: Significant in-the-money/exercisable options outstanding with expirations from 2027–2031, which could create windows for Form 4 activity around exercises; anti-hedging/anti-pledging policies constrain risk behaviors .
Equity Ownership & Alignment Commentary
- Skin-in-the-game: >1 million beneficial shares including option rights; President-level ownership guideline met/exceeded; alignment reinforced by anti-hedging/anti-pledging policy .
- Pledging: Prohibited for employees/directors; no pledging disclosed for Hauenstein .
Compensation Committee & Consultant
- Committee practices: Emphasizes transparent performance measures, capped incentives, longer-term equity, no repricing/cash buyouts of options; FW Cook risk assessment concluded program does not encourage unnecessary risk-taking .
Investment Implications
- Alignment: Hauenstein’s pay mix is heavily at-risk via PRSUs and cash performance awards with multi-year metrics (TRASM vs peers, NPS, cumulative FCF, relative pre-tax income, TSR modifier), supporting pay-for-performance and long-term value creation .
- Retention risk: 2023 one-time enhanced PRSU and time-based cash awards were designed to retain key leaders; large unearned PRSU balances and option overhang suggest continuing retention hooks through 2027+ .
- Selling pressure: Vesting cadence and sizable option tranches expiring 2027–2031 can create episodic insider selling pressure around exercise/vesting dates, though strict anti-hedging/pledging and ownership guidelines mitigate misalignment concerns .
- Strategic execution: Commentary indicates durable premium revenue momentum, corporate strengthening, and network optimization to drive margin improvement; co-brand economics and diversified revenue streams add resilience—a positive for equity holders under Hauenstein’s commercial stewardship .