Leslie Hale
Director at DAL
Board
About Leslie D. Hale
Leslie D. Hale, age 53, has served as an independent director on Delta Air Lines’ Board since April 21, 2022. She is President and Chief Executive Officer of RLJ Lodging Trust (NYSE: RLJ), and brings deep finance, capital markets, and senior leadership experience; at Delta she serves on the Finance and Personnel & Compensation Committees . She is considered independent under NYSE and Delta standards, consistent with all members of the Finance and Personnel & Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RLJ Lodging Trust | President & CEO | Aug 2018 – present | Public company CEO; finance and capital markets expertise |
| RLJ Lodging Trust | COO, CFO, EVP | 2016 – 2018 | Senior finance and operating leadership |
| RLJ Lodging Trust | CFO, EVP & Treasurer | 2011 – 2016 | Corporate finance, M&A, capital markets |
| RLJ Development | CFO & SVP, Real Estate & Finance | 2007 – 2011 | Led finance and real estate prior to REIT formation |
| RLJ Development | VP/Director, Real Estate & Finance | 2005 – 2007 | Deal execution and finance |
| General Electric | Various roles, Global Financial Services | 2002 – 2005 | Increasing responsibility in finance |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| RLJ Lodging Trust | Director | Current | Listed as a public directorship |
| Macy’s, Inc. | Director | 2015 – 2023 | Former public company directorship |
| Howard University | Vice Chair, Board of Trustees | Current | Governance leadership in academia |
| American Hotel & Lodging Association | Immediate Past Chair, Board | Current | Industry leadership role |
| Federal Reserve Bank of Richmond (Baltimore Branch) | Director | Current | Oversight role in regional Fed governance |
Board Governance
- Committee assignments (current): Finance; Personnel & Compensation; not a committee chair .
- Committee activity: Finance met 6 times in 2024; Personnel & Compensation met 6 times in 2024, indicating moderate engagement cadence .
- Independence: All members of Finance and Personnel & Compensation Committees are independent under NYSE and Delta standards .
- Attendance: In 2024, the Board met 5 times; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions and leadership: The Board routinely held executive sessions without the CEO; the non-executive Chair, David S. Taylor, presided .
- Governance policies: Committee charters, independence standards, and governance documents are available at ir.delta.com/governance .
Fixed Compensation (Director pay – 2024 actuals)
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $115,000 | 2024 director fees per Director Compensation Table |
| All Other Compensation | $27,569 | Primarily tax reimbursements for Director Flight Benefits; includes $12,534 incremental flight benefits cost |
| Total Cash & Other | $142,569 | Sum of cash fees and other compensation |
Policy context (for comparability): As of June 20, 2024, non-employee directors were eligible for a $120,000 annual board retainer (higher for Chair), plus chair retainers (where applicable) and a $200,000 annual restricted stock grant vesting at or before the next annual meeting; tax reimbursements for Director Flight Benefits are provided up to $25,000 per year and are common in the airline industry .
Performance Compensation (Equity)
| Award Type | Grant Date | Shares Granted | Fair Value (USD) | Vesting |
|---|---|---|---|---|
| Restricted Stock | Jun 20, 2024 | 4,040 | $200,000 | Vests Jun 20, 2025, subject to continued service |
- Option awards: None; director option awards were $0 in 2024 .
- Structure: Non-employee director equity is time-based restricted stock that vests at or shortly before the next annual meeting; dividends (if approved) accrue and pay on vesting .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Considerations |
|---|---|---|
| RLJ Lodging Trust | Current public directorship | Not a Delta competitor; no interlock with Delta’s disclosed directors noted in the proxy . |
| Macy’s, Inc. | Former public directorship (2015–2023) | Former role; no current interlock indicated . |
Audit Committee is responsible for reviewing/approving related-party transactions under Item 404; no specific related-person transaction involving Ms. Hale is described in the cited sections; oversight framework disclosed .
Expertise & Qualifications
- Senior leadership/risk management: Extensive executive leadership in lodging real estate, including CEO experience at a public REIT .
- Finance/accounting: Substantial corporate finance, M&A, capital markets, and strategic planning experience as former CFO and Treasurer .
- Board experience: Served on public company boards and relevant committees (audit/finance) .
Equity Ownership
| Holder | Shares Beneficially Owned | As-of Date | % of Class |
|---|---|---|---|
| Leslie D. Hale | 14,910 | Apr 18, 2025 | <1% (each listed individual <1%) |
Ownership alignment policies:
- Stock ownership guidelines (directors): Hold at least (a) shares with a value equal to 5x annual Board cash retainer or (b) 35,000 shares; includes restricted stock/RSUs; excludes options .
- Holding requirement: Retain at least 50% of net shares until guideline met .
- Compliance timeline/status: Directors have 5 years from election to achieve the requirement; as of Dec 31, 2024, all non-employee directors exceeded the required level except three elected in 2023 or 2024; directors elected in 2022 (like Ms. Hale) are within the five-year compliance window .
- Anti-hedging/anti-pledging: Policy applies to directors; additionally, prohibition on owning specific airline competitors’ stock by Board and officers .
Governance Assessment
- Committee fit and effectiveness: Placement on Finance and Personnel & Compensation aligns with her CFO/CEO background and capital allocation expertise; both committees met 6 times in 2024, suggesting ongoing engagement on financial structure, capital allocation, human capital, and executive pay oversight .
- Independence and attendance: Independent under NYSE/Delta standards with at least 75% attendance; all directors attended the annual meeting; executive sessions held routinely under independent chair leadership—favorable for board oversight quality .
- Pay/Alignment signals: 2024 director pay mix is balanced (cash + time-based equity); equity awards vest annually and encourage ownership; director ownership guidelines and hold-until-met requirements further align incentives; Ms. Hale reported 14,910 shares as of 4/18/2025 and has up to five years from election to meet guidelines .
- Perquisite watchpoint: Delta reimburses taxes on director flight benefits (up to $25,000/year), and Ms. Hale’s “All Other Compensation” includes such amounts; common in the airline sector but can draw scrutiny from some governance perspectives; the program’s parameters and rationale are disclosed .
- Conflict oversight: The Audit Committee oversees conflicts and related-party transactions pursuant to Item 404; no specific related-person transaction involving Ms. Hale is identified in the cited sections; ongoing oversight mitigates conflict risk .
RED FLAGS
- None specific to Ms. Hale identified in the cited proxy sections; note tax reimbursements for flight benefits as a routine airline perquisite rather than a material governance red flag .