Judith McKenna
Director at DAL
Board
About Judith J. McKenna
Judith J. McKenna (age 58) joined Delta’s Board on February 7, 2025 after a 27-year career at Walmart, including President & CEO of Walmart International (2018–Jan 2024) and COO of Walmart U.S. (2015–2018). She holds a law degree from the University of Hull, earned her ICAEW accounting qualification at KPMG, and received an honorary doctorate in law from the University of Hull in 2014 . She currently serves on Unilever PLC’s board (Corporate Responsibility and Compensation committees) and was recommended to Delta’s Corporate Governance Committee by a third-party search firm .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart International | President & CEO | Feb 2018 – Jan 2024 | Led all non-U.S. operations; senior leadership and global brand management experience |
| Walmart U.S. | Chief Operating Officer | 2015 – 2018 | Senior operating leadership; data-driven customer engagement |
| Walmart (various) | Senior leadership roles | 2013 – 2015 | Global brand management experience |
| Asda Stores (Walmart UK) | Chief Operating Officer | 2011 – 2013 | UK operations leadership |
| Asda Stores (Walmart UK) | Chief Financial Officer | 2002 – 2011 | Finance/accounting leadership; CFO credentials |
| Walmex (Mexico & C. America) | Chair of the Board | Prior role (dates not specified) | Oversight of Mexican Bolsa-listed subsidiary |
| Flipkart (India) | Director | Prior role (dates not specified) | E-commerce governance experience |
| PhonePe (India) | Director | Prior role (dates not specified) | Payments/fintech governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unilever PLC | Non-executive Director | Current | Corporate Responsibility Committee; Compensation Committee |
| University of Hull | Honorary Doctorate (Law) | 2014 | Recognition of career achievements |
Board Governance
- Committee assignments: Audit; Safety & Security (not a chair) .
- Independence: Audit Committee membership requires independence under NYSE and SEC rules; all Audit, Corporate Governance, Finance, and Personnel & Compensation Committee members are non-employee independent directors .
- Attendance and engagement: In 2024 the Board met five times; each director serving in 2024 attended at least 75% of Board/committee meetings during their tenure; all directors attended the 2024 annual meeting; Board held regular executive sessions led by the non-executive Chair .
- Appointment process: McKenna was elected Jan 15, 2025 (effective Feb 7, 2025); committee assignment(s) initially to be determined; selected via third-party search firm .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual Board Member Retainer (cash) | $120,000 | Payable quarterly; applies to all non-employee directors except non-exec Chair |
| Non-exec Chair Retainer (cash) | $180,000 | Payable quarterly |
| Committee Chair Cash Retainer | $20,000; Audit Chair $30,000; P&C Chair $25,000 | Payable quarterly |
| Annual Equity Grant (non-exec directors) | $200,000 in restricted stock, vests at/shortly before next AGM | Dividends accrue and pay upon vesting |
| Annual Equity Grant (non-exec Chair) | $320,000 in restricted stock, same vesting | — |
| 2024 Grant Date / Shares | June 20, 2024; 4,040 RS per director; plus 2,420 RS for Chair | 2024 awards vested June 20, 2025 for directors serving on vest date |
| Director Flight Benefits | Complimentary travel; Sky Club privileges; tax reimbursements up to $25,000/year; imputed value cap for designated persons $20,000/year; carryover allowed | Common in airline industry |
| Expense Reimbursements | Reasonable expenses for meetings | — |
| Matching Gifts for Education | Foundation matches 100% up to $5,000/year | — |
Note: McKenna joined effective Feb 7, 2025 and will be compensated on the same basis as other non‑employee directors; the 2024 grant details above reflect the program terms and grants made in 2024 (not necessarily to McKenna) .
Performance Compensation
| Performance Element | Terms | Metrics |
|---|---|---|
| Director equity awards | Time-based restricted stock vesting at/near next AGM | No performance metrics for director equity; time-based vesting only |
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Conflicts |
|---|---|---|---|
| Unilever PLC | Non-executive Director | Corporate Responsibility; Compensation | No Delta-related party transactions disclosed involving McKenna in reviewed filings |
| Walmex (Mexico/Central America) | Former Chair | — | Prior role; no Delta-related party disclosure noted |
| Flipkart | Former Director | — | Prior role; no Delta-related party disclosure noted |
| PhonePe | Former Director | — | Prior role; no Delta-related party disclosure noted |
Expertise & Qualifications
- Senior leadership and risk management: Walmart International President & CEO; Walmart U.S. COO .
- Finance/accounting: Former CFO of Asda; ICAEW-qualified accountant (KPMG) .
- Global business and brand management: Deep experience across U.S. and international markets; data as customer engagement tool .
- Board experience: Current Unilever PLC director (corporate responsibility and compensation committees) .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|
| Judith J. McKenna | 10 shares | <1% | As of April 18, 2025 |
| Policy | Requirement | Compliance/Holding Rules | Timeline |
|---|---|---|---|
| Director Stock Ownership Guidelines | Greater of 5x annual cash retainer or 35,000 shares | Must hold at least 50% of net shares until guideline achieved; hedging/pledging prohibited | 5 years from election to reach guideline; as of Dec 31, 2024, most directors met guideline except certain 2023/2024 appointees |
Governance Assessment
- Board fit and effectiveness: McKenna adds global operations, finance, and brand expertise; assignment to Audit and Safety & Security aligns with her CFO/COO background and risk oversight experience .
- Independence and oversight: Audit Committee membership confirms independence under NYSE/SEC rules; Board maintains non-executive Chair, executive sessions, and active committee oversight of risk, sustainability, and related-party transactions .
- Ownership alignment: Current holding is 10 shares as a new director; guidelines require significant ownership (≥35,000 shares or 5x retainer) with a 5-year compliance window and mandatory net share retention, plus anti‑hedging/pledging policies—credible alignment framework despite early tenure .
- Compensation structure: Balanced cash retainer and time‑based equity; no performance metrics for director awards. Presence of Director Flight Benefits and annual tax reimbursements up to $25,000 may be viewed as a shareholder‑unfriendly perquisite, though standard in the airline sector (highlighted as a potential optics red flag) .
RED FLAGS
- Tax gross-ups on Director Flight Benefits up to $25,000/year for non-employee directors (optics risk despite industry norm) .
- Early-stage ownership (10 shares) relative to stringent ownership guidelines; mitigated by 5-year timeline and net-share holding requirement .
Related-party transactions: No specific related-party transactions involving McKenna were disclosed in the reviewed proxy and 8-K filings; Audit Committee oversees and must approve/ratify any Item 404 transactions .