Maria Black
Director at DAL
Board
About Maria Black
Maria Black, age 51, is President and CEO of Automatic Data Processing (ADP) and joined Delta’s board on April 26, 2024. At Delta, she brings technology, human capital management, and global operating expertise; she serves on key board committees focused on finance, compensation/talent, and safety. Her background includes 25+ years at ADP across sales, product, operations, and P&L leadership, culminating in CEO in January 2023 . She is an independent director under NYSE and Delta standards given her service on independent committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ADP | President & CEO | Jan 2023 – present | Leads global HCM technology provider operating in 140+ countries |
| ADP | President | Jan 2022 – Jan 2023 | Enterprise-wide leadership; transitioned to CEO |
| ADP | President, Worldwide Sales & Marketing | 2020 – 2022 | Led global sales, marketing, go-to-market |
| ADP | President, Small Business Solutions & HRO | 2017 – 2020 | Ran SBS and HRO businesses |
| ADP | President, ADP TotalSource | 2014 – 2016 | Led PEO operations |
| ADP | GM, ADP United Kingdom | 2013 – 2014 | Country GM |
| ADP | GM, Employer Services – TotalSource Western Central Region | 2008 – 2013 | Regional P&L leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Automatic Data Processing, Inc. | Director | Current | Public company directorship (in addition to CEO) |
| ADP Foundation | Trustee | Current | Philanthropy oversight |
| American Heart Association CEO Roundtable | Member | Current | Health/wellness corporate coalition |
| Business Roundtable | Member | Current | Public policy/business leadership forum |
| The Business Council | Member | Current | Executive leadership network |
Board Governance
- Committee assignments: Finance; Personnel & Compensation; Safety & Security. She appears on all three committee rosters in the committee composition chart; the director biography lists Finance and Safety & Security, while the summary matrix lists Finance and Personnel & Compensation .
- Independence: All members of the Finance and Personnel & Compensation Committees are non-employee directors who are independent under NYSE and Delta standards (applies to her given her assignments) .
- Attendance/engagement: In 2024 the board met 5 times; each director serving during 2024 attended at least 75% of board and relevant committee meetings during their tenure. The board routinely held executive sessions without the CEO, led by the independent Chair .
- Years of service on this board: Since April 26, 2024 (~1 year as of the 2025 annual meeting) .
- Board leadership: Independent, non-executive Chair (David S. Taylor) with defined responsibilities; frequent executive sessions .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $60,000 | Fees earned/paid in cash |
| Committee/Chair fees | — | Not separately disclosed for Ms. Black in 2024 table |
| Meeting fees | — | Not disclosed; Delta generally reports retainers and equity |
| Other compensation | $5,012 | Tax reimbursements associated with Director Flight Benefits |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock (time-based) | Jun 20, 2024 | 4,040 shares; $200,000 grant-date fair value | Vests Jun 20, 2025 (service-based) | Standard annual grant to non-employee directors; time-based, not performance-conditioned |
Director equity is time-based restricted stock; there are no director performance metrics attached to equity (performance metrics in the proxy apply to executive officer LTIP, not directors) .
Other Directorships & Interlocks
| Company | Role | Sector/Notes |
|---|---|---|
| Automatic Data Processing, Inc. | Director | Enterprise HR/payroll/HCM technology; also CEO of ADP |
- Potential interlocks/conflicts: As CEO and a director of ADP, any significant commercial relationship between Delta and ADP would be a potential related-party consideration. The Audit Committee is charged with reviewing and, if appropriate, approving conflicts/related-party transactions subject to Item 404 (no specific transaction for Ms. Black is described in the proxy) .
Expertise & Qualifications
- Senior leadership and risk management as CEO of a global technology enterprise .
- Technology/cybersecurity/digital and data-driven customer engagement; deep experience across sales, product implementation, and operations .
- Global business oversight (services across 140+ countries) .
Equity Ownership
| Metric | Value | As Of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 4,055 | Apr 18, 2025 | As reported; each listed individual owned <1% of outstanding shares |
| Ownership as % of outstanding | <1% | Apr 18, 2025 | Per proxy footnote (all listed individuals) |
| Vested vs unvested | Not itemized | — | 4,040-share restricted stock grant vests Jun 20, 2025 |
| Shares pledged | Prohibited by policy | — | Anti-pledging/anti-hedging policy for all employees and Board |
| Director stock ownership guideline | >= 5× annual Board cash retainer OR 35,000 shares | Current | Applies to all non-employee directors |
Governance Assessment
- Strengths for board effectiveness:
- Relevant domain expertise (enterprise technology, digital, data/AI-enabled customer engagement) and global operating experience; helpful for oversight of Delta’s technology, operations, and customer programs .
- Strong independence profile and service on Finance, Personnel & Compensation, and Safety & Security enhances oversight across capital allocation, talent/compensation, and core operating safety .
- Board process/quality signals: independent Chair; regular executive sessions; all directors met ≥75% attendance; robust committee charters and annual evaluations .
- Pay alignment as committee member: P&C Committee emphasized pay-for-performance (e.g., 2024 LTIP changes) and incorporated shareholder feedback; Say-on-Pay support in 2024 was 72% (moderate but supportive) .
- Potential risks/watch items:
- Related-party sensitivity: If Delta procures HCM/payroll or other services from ADP, it would warrant heightened scrutiny (Item 404). The Audit Committee is responsible for reviewing any such transaction; none specific to Ms. Black is described in the proxy .
- Ownership alignment developing: As a recent appointee, current beneficial holdings (4,055 shares) are below the 35,000-share guideline alternative, but directors are allowed time to meet guidelines; the proxy sets the guideline but does not disclose individual compliance status .
- Policies mitigating risk:
- Prohibitions on hedging/pledging and on owning specific airline competitors’ stock for Board members and officers; robust related-party review via Audit Committee .
Director Compensation Detail (for context)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Maria Black | 60,000 | 200,000 | 5,012 | 265,012 |
| (Grant terms) | — | 4,040 restricted shares granted Jun 20, 2024; vests Jun 20, 2025 | Tax reimbursements for Director Flight Benefits | — |
Committee Responsibilities Snapshot (relevant to Ms. Black)
- Finance: Reviews capital structure, major investments (including fleet), capex/financing transactions .
- Personnel & Compensation: Oversees executive pay, succession, and human capital/DEI strategy; engages independent consultant FW Cook .
- Safety & Security: Oversees customer/employee/aircraft safety, security programs, and public health-related matters .
Notes and References
- Board/committee independence and related-party oversight policies .
- Board attendance and executive sessions .
- Corporate governance highlights including anti-hedging/pledging and competitor stock ownership prohibitions .