Michael Huerta
Director at DAL
Board
About Michael P. Huerta
Michael P. Huerta, age 68, has served on Delta’s Board since April 20, 2018; he is the former Administrator of the U.S. Federal Aviation Administration (FAA) and currently a transportation industry consultant, bringing deep aviation regulatory, safety, and risk oversight expertise to Delta’s boardroom . He is a Fellow of the Royal Aeronautical Society and is nominated as an independent director, with current committee roles including Chair of Safety & Security and member of the Audit and Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Aviation Administration (FAA) | Administrator | 2013–Jan 2018 (completed five-year term) | Led complex U.S. civil aviation safety and efficiency oversight |
| Federal Aviation Administration (FAA) | Acting Administrator | 2011–2013 | Continuity of FAA leadership and oversight |
| Federal Aviation Administration (FAA) | Deputy Administrator | 2010–2011 | Senior leadership/risk management |
| Affiliated Computer Services, Inc. (ACS; now Conduent) | Executive Vice President & Group President, Transportation Solutions Group | 2008–2009 | Transportation operations/technology solutions leadership |
| ACS Government Solutions | Senior Vice President & Managing Director, Transportation Solutions | 2002–2008 | Managed transportation solutions businesses |
External Roles
| Organization | Role | Committees/Focus | Notes |
|---|---|---|---|
| Joby Aviation, Inc. | Director | Compensation; Nominating & Corporate Governance | Public directorship; aviation innovation exposure |
| Verra Mobility Corporation | Director | Compensation; Nominating & Corporate Governance | Public directorship; mobility/traffic technology |
| Royal Aeronautical Society | Fellow | — | Professional affiliation signaling technical credibility |
Board Governance
- Committee assignments: Chair, Safety & Security; member, Audit; member, Corporate Governance .
- Independence: All Audit and Corporate Governance Committee members are non-employee directors who meet NYSE independence standards and additional SEC independence requirements for Audit and P&C Committees; Delta states 12 of 14 director nominees are independent .
- Attendance: The Board met five times in 2024; each director attended at least 75% of Board and committee meetings during his/her tenure; all directors attended the 2024 annual meeting .
- Meeting cadence (2024): Audit (9 meetings); Corporate Governance (5); Safety & Security (5, plus additional engagement as merited) .
- Board leadership: Independent, non-executive Chair (David S. Taylor) presides over executive sessions without the CEO and leads agendas, evaluations, and succession planning; structure emphasizes independent oversight of strategy, safety, risk, IT/cybersecurity, sustainability, and human capital .
Fixed Compensation
| Component | Amount/Policy | Effective/Vesting | Notes |
|---|---|---|---|
| Annual Board Cash Retainer | $120,000 (non-executive directors) | Payable quarterly | Increased in 2024 upon Corporate Governance Committee review |
| Committee Chair Cash Retainer | $20,000 (most committees) | Payable quarterly | Audit Chair $30,000; P&C Chair $25,000 |
| Director Flight Benefits (policy) | Up to $20,000 imputed value for designated persons; tax reimbursements up to $25,000/year | Annual | Accrues/rolls forward; industry-standard benefits |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Michael P. Huerta (2024) | $135,000 | $200,000 | $8,042 | $343,042 |
Notes: “All Other Compensation” primarily reflects tax reimbursements associated with Director Flight Benefits; some directors also had incremental flight benefit costs disclosed, but not Huerta .
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting | Design/Notes |
|---|---|---|---|---|
| Restricted Stock (Annual Board Equity Grant) | June 20, 2024 | 4,040 shares; fair value $200,000 | Vests June 20, 2025 (continued service) | Time-based; dividends accrue and pay upon vesting |
| Plan Limit (Directors) | — | Max $1,000,000 grant-date fair value/year | — | Performance Compensation Plan limit for non-employee directors |
Directors do not receive option awards; equity grants are time-based RS, not tied to performance metrics like TSR or financial KPIs for directors .
Other Directorships & Interlocks
| Company | Sector Overlap with Delta | Potential Interlock/Conflict Considerations |
|---|---|---|
| Joby Aviation, Inc. | Aviation technology (eVTOL) | No Delta-related transactions disclosed; Audit Committee oversees related-party and conflict reviews |
| Verra Mobility Corporation | Mobility/traffic technology | No Delta-related transactions disclosed; independent director; conflict controls via Audit Committee |
- Delta policies: Anti-hedging and anti-pledging apply to Board; prohibition on owning specific airline competitors’ stock by Board and officers to mitigate conflicts .
Expertise & Qualifications
- Senior leadership and risk management: Led FAA and held senior roles in public/private sectors, providing high-level oversight experience relevant to airline safety and regulatory strategy .
- Airline/transportation industry: As FAA head, oversaw U.S. civil aviation safety and efficiency; directly relevant to Safety & Security Committee leadership .
- Government/legal/global security: Extensive government affairs and security insight strengthens board’s regulatory navigation .
- Board experience: Serves on public boards (Joby, Verra Mobility) with committee roles in compensation and governance, enhancing governance acumen .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Michael P. Huerta | 31,505 | <1% | Non-employee director; sole voting/investment power unless otherwise noted |
- Director stock ownership guidelines: Each non-employee director must hold shares equal to or greater than 5x annual cash retainer or 35,000 shares, and must retain at least 50% of net shares until guideline met; as of Dec 31, 2024, all non-employee directors exceeded required levels except three directors elected in 2023/2024 (Huerta elected in 2018, thus in compliance) .
- Anti-hedging/pledging: Directors prohibited from hedging or pledging Delta securities; policy reduces misalignment risk .
Governance Assessment
- Effectiveness signals: Huerta’s chairmanship of Safety & Security aligns his FAA experience with Delta’s core operational risk oversight; committee activity included 5 formal meetings in 2024 plus ad hoc engagements, indicating active oversight cadence .
- Independence and oversight: He serves on committees with enhanced independence requirements and participates in a board structure featuring an independent Chair and routine executive sessions, supporting robust checks on management .
- Attendance and engagement: Board-wide attendance met thresholds and all directors attended the annual meeting, suggesting consistency of engagement; governance evaluation processes include anonymized director feedback and follow-up actions on strategy, succession, and cybersecurity/AI oversight .
- Compensation alignment and ownership: Director pay mixes cash retainer with time-based RS that vests annually; Huerta’s 2024 compensation totaled $343,042 with $200,000 RS and $135,000 cash, and he meets stringent stock ownership guidelines—indicators of alignment without excessive risk .
- Conflicts and red flags: No related-party transactions or pledging/hedging reported; company policies prohibit competitor stock holdings by Board/officers and require Audit Committee review/approval of conflicts, mitigating exposure; holding two other public directorships should be monitored against Delta’s expectation to limit other boards, but no exceptions or overboarding flags are disclosed .