Kathy Waller
Director at DAL
Board
About Kathy N. Waller
Kathy N. Waller (age 66) is an independent director of Delta Air Lines, serving since July 24, 2015; she is Executive Director of the Atlanta Committee for Progress and formerly EVP and CFO of The Coca-Cola Company, later President, Enabling Services until her 2019 retirement . She is designated an Audit Committee Financial Expert by the Board and currently chairs the Audit Committee, reflecting deep finance and accounting expertise and governance experience . In 2024, the Board met five times, and each director (including Waller) attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting, indicating engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca-Cola Company | EVP & CFO; later President, Enabling Services | CFO 2014–Mar 2019; Enabling Services 2017–2019 | Senior finance/accounting leadership; global operations insight |
| The Coca-Cola Company | Vice President, Finance & Controller; earlier accounting/finance roles | Joined 1987; progressed through roles | Financial reporting and controls expertise |
| The ExCo Group (f/k/a Merryck & Co. Americas) | Executive Coach | 2019–present | Leadership development experience |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Beyond Meat, Inc. | Director (public company) | Current public directorship |
| CGI Inc. | Director (public company) | Current public directorship |
| Cadence Bank | Director (public company) | 2019–2024 (prior public board) |
| Spelman College | Trustee | Non-profit governance |
| University of Rochester | Trustee | Non-profit governance |
| Woodruff Arts Center | Officer, Governing Board | Non-profit governance |
| United Way of Greater Atlanta | Board Member | Non-profit governance |
Board Governance
- Committee assignments: Audit (Chair), Corporate Governance, Personnel & Compensation .
- Audit Committee responsibilities include oversight of financial reporting, internal controls, cybersecurity, ERM, and approval/ratification of possible conflicts or related-party transactions (Item 404), with Waller designated as an Audit Committee Financial Expert; Audit met 9 times in 2024 .
- Corporate Governance Committee oversees board practices, refreshment, director compensation, and sustainability oversight; met 5 times in 2024 .
- Personnel & Compensation Committee oversees executive pay, succession, human capital/DEI; met 6 times in 2024 .
- Independence: All members of Audit, Corporate Governance, Finance, and Personnel & Compensation Committees are independent under NYSE and Delta standards; 12 of 14 nominees are independent .
- Attendance: Board met five times; each director attended at least 75% of meetings; all attended the 2024 annual meeting .
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual Board Cash Retainer | Non-employee directors (excluding Chair) | $120,000, payable quarterly (effective June 20, 2024) |
| Committee Chair Cash Retainer | Audit Chair | $30,000, payable quarterly (effective June 20, 2024) |
| Committee Chair Cash Retainer | Personnel & Compensation Chair | $25,000, payable quarterly (effective June 20, 2024) |
| Committee Chair Cash Retainer | Other committees | $20,000, payable quarterly (effective June 20, 2024) |
| Expense Reimbursement | Travel to meetings | Reasonable expenses reimbursed |
| Director Flight Benefits | Complimentary travel & Sky Club privileges; tax reimbursement | Flight benefits; tax reimbursements up to $25,000 per year; unused allowances accumulate |
| 2024 Director Compensation (Waller) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 130,000 |
| Stock Awards (Restricted Stock) | 200,000 |
| All Other Compensation (primarily tax reimbursements for flight benefits) | 12,873 |
| Total | 342,873 |
In 2024, the Corporate Governance Committee raised: board cash retainer by $10,000, Audit Chair cash retainer by $0 (explicitly $30,000 level), and director equity grant by $10,000, strengthening alignment while remaining below the plan’s $1,000,000 annual director award cap .
Performance Compensation
- Directors do not receive performance-based bonuses; equity is time-based restricted stock vesting at or shortly before the next annual meeting, with approved dividends accruing and paid upon vesting (no options grants to directors) .
| Equity Grant (2024) | Shares | Grant Date | Vesting Date | Fair Value ($) |
|---|---|---|---|---|
| Annual Director Restricted Stock (Waller) | 4,040 | June 20, 2024 | June 20, 2025 (subject to continued service) | 200,000 |
Other Directorships & Interlocks
| Company | Relationship to DAL | Interlock/Conflict Notes |
|---|---|---|
| Beyond Meat, Inc. | Food producer | No DAL-related transaction disclosed in proxy; standard Audit Committee oversight of conflicts applies |
| CGI Inc. | IT/consulting | No DAL-related transaction disclosed in proxy; Audit Committee oversees Item 404 matters |
| Cadence Bank (former) | Banking | Prior board service; no DAL-related transaction disclosed in proxy |
- Compensation Committee Interlocks: None among Personnel & Compensation members (includes Waller), reducing pay-setting conflict risk .
Expertise & Qualifications
- Finance/Accounting leadership: Former CFO of Coca-Cola; designated Audit Committee Financial Expert .
- Senior leadership & risk management: Long tenure in C-suite at global enterprise; current executive leadership at Atlanta Committee for Progress .
- Global business exposure: Extensive multinational experience from Coca-Cola .
- Public company governance: Multiple public directorships; boardroom experience across industries .
Equity Ownership
| Holder | Beneficial Shares | % of Class | Date | Notes |
|---|---|---|---|---|
| Kathy N. Waller | 41,880 | <1% | April 18, 2025 | Sole voting/investment power unless noted; each individual <1% |
| Ownership Alignment | Requirement | Status |
|---|---|---|
| Non-Employee Director Stock Ownership Guideline | ≥5× annual cash retainer or 35,000 shares | Waller’s 41,880 shares exceed 35,000-share threshold (meets guideline) |
- Anti-hedging/anti-pledging policy and prohibition on owning specific airline competitors’ stock strengthen alignment and mitigate conflicts for directors .
Governance Assessment
- Strengths: Independent director; Audit Chair and Audit Committee Financial Expert; multi-committee service (Audit, Corporate Governance, Personnel & Compensation) indicates high engagement; attendance thresholds met; annual meeting attended .
- Alignment: Time-based restricted stock and robust director ownership guidelines (met/exceeded) align interests with shareholders; anti-hedging/pledging policies and bans on competitor airline stock ownership enhance governance quality .
- Pay structure: Market-aligned retainer and equity grant; 2024 increases modest and peer-informed by FW Cook; limited perquisites with disclosed tax reimbursements for flight benefits; below award caps under the Performance Compensation Plan .
- Conflicts oversight: Audit Committee explicitly oversees possible conflicts and Item 404 related-party transactions; proxy reports no compensation committee interlocks involving Waller; no specific related-party transactions involving Waller disclosed in available sections .
Red Flags to Monitor
- Multiple public boards can introduce time-commitment risk; current service remains within typical governance norms but should be monitored alongside chair responsibilities on Audit .
- Director flight benefit tax reimbursements are standard for industry but warrant ongoing scrutiny for optics; Waller’s “All Other Compensation” reflects such reimbursements .
Engagement Signals
- Board-level shareholder engagement expanded in 2024; P&C Committee (including Waller) responded by removing one-time enhanced executive awards and adjusting LTIP design—suggesting responsiveness to investor feedback .
- Direct shareholder communication channels exist; accounting/audit matters are routed to the Audit Committee Chair (Waller), supporting accountability .