Peter Carter
Executive Vice President - Chief External Affairs Officer at DAL
Executive
About Peter Carter
Peter W. Carter, age 61, is Executive Vice President – Chief External Affairs Officer at Delta Air Lines, responsible since October 2022; previously EVP – Chief Legal Officer (2015–2022). Before joining Delta in 2015, he was a partner at Dorsey & Whitney LLP (1999–2015), including roles as co-chair of Securities Litigation and Enforcement, chair of the Policy Committee, and chair of the trial department . Delta’s multi-year performance backdrop during his tenure includes revenue growth from $41.3B (FY22) to $51.7B (FY24)* and EBITDA around $8.0B in FY24*, and company TSR (value of $100 invested on 12/31/2019) at $106 in 2024 versus airline index peers at $63 .
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Delta Air Lines | EVP – Chief External Affairs Officer | 2022–present | Oversees external affairs, signed multiple 8-Ks as senior officer . |
| Delta Air Lines | EVP – Chief Legal Officer | 2015–2022 | Led legal function during network, fleet and partnership expansion . |
| Dorsey & Whitney LLP | Partner; co-chair Securities Litigation & Enforcement; chair Policy Committee; chair Trial Dept. | 1999–2015 | Led complex litigation and governance matters prior to joining DAL . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dorsey & Whitney LLP | Partner (various leadership roles) | 1999–2015 | Directed significant securities litigation and governance advisory work . |
Fixed Compensation
- 2024 base salary: $650,000; no 2024 salary increase for Carter . Target annual incentive (MIP): 175% of base salary; actual 2024 MIP payout: 130.93% of target, paid in cash, for a total of $1,489,286 .
- 2024 “Bonus” column ($1,300,000) reflects time-based cash awards from prior LTIPs (2022 and 2023), not discretionary cash bonus .
| Year | Base Salary ($) | Target Bonus (% base) | Actual MIP Payout (%) | Actual MIP Paid ($) | “Bonus” Column ($) | Source |
|---|---|---|---|---|---|---|
| 2024 | 650,000 | 175% | 130.93% | 1,489,286 | 1,300,000 | |
| 2023 | 616,667 | 175% (raised in 2023) | — | — | 4,200,000 | |
| 2022 | 550,000 | 150% (pre-2023) | — | — | — |
Performance Compensation
Annual Incentive Plan (2024 MIP)
| Metric | Weighting | Target | Actual | Payout impact | Notes |
|---|---|---|---|---|---|
| Pre-tax income (non-GAAP, aligned to profit sharing) | Not disclosed | Not disclosed | Above target | Contributed to 130.93% total payout | See definition and linkage to PS program . |
| Operational (on-time, baggage, completion, NPS) incl. Delta Connection | Not disclosed | Not disclosed | Above target | Contributed to 130.93% total payout | Operational goals mirror broad-based Shared Rewards . |
Total MIP payout factor: 130.92625% (rounded 130.93%) .
Long-Term Incentive Program (LTIP) – 2024 Grants (Carter)
| Instrument | Grant date | Target/Granted | Fair value ($) | Vest/Performance | Key metrics |
|---|---|---|---|---|---|
| Performance RSUs (PRSUs) | Feb 7, 2024 | 64,670 target units | 2,600,381 | 3-year perf. period (2024–2026); payout 2027 | Cumulative Free Cash Flow and relative cumulative pre-tax income vs AAL/LUV/UAL; TSR modifier ±10% vs ALK/AAL/JBLU/LUV/UAL . |
| Performance Award (cash) | Feb 7, 2024 | Target $1,300,000 | — | 3-year perf. period (2024–2026); payout 2027 | TRASM (relative), customer NPS, cumulative FCF (multi-year) . |
| Restricted Stock | Feb 7, 2024 | 32,340 shares | 1,300,391 | Time-based; vests 1/3 each on Feb 1, 2025/2026/2027 | Time-based retention equity . |
PRSUs payout matrix (capital efficiency and profitability with shareholder alignment):
- Free Cash Flow thresholds at $7B/$9B/$11B combined with relative pre-tax income rank (#1–#4) yield 0%–200% payout; max reduced from 300% to 200% starting 2024; TSR modifier adds/subtracts 10 pts at top/bottom ranks .
2022 LTIP result (context): 2022 PRSUs paid at 258% (relative EPS recovery rank #1 plus absolute EPS modifier), and performance awards also paid above target based on TRASM, customer service, and cumulative FCF over 2022–2024 .
Multi‑Year Compensation (Summary Compensation Table – Carter)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 650,000 | 1,300,000 | 3,900,772 | 2,889,426 | 222,603 | 8,962,801 |
| 2023 | 616,667 | 4,200,000 | 5,600,409 | 2,530,707 | 185,893 | 13,133,676 |
| 2022 | 550,000 | — | 2,100,097 | 1,160,889 | 142,045 | 3,953,030 |
Note: 2024 “Bonus” represents time-based cash awards from prior LTIPs (not discretionary cash bonus) .
Equity Ownership & Alignment
- Total beneficial ownership: 481,632 shares (less than 1% of outstanding); includes right to acquire 272,640 shares via options exercisable within 60 days of April 18, 2025 .
- Stock ownership guidelines: EVPs must hold stock equal to 4x base salary or 150,000 shares; executives must retain 50% of net after-tax shares until compliant; as of Dec 31, 2024, all NEOs exceeded requirements .
- Anti-hedging/pledging: Employees and directors are prohibited from hedging Delta stock and from pledging or holding Delta securities in margin accounts .
- Outstanding equity at 12/31/2024 (Carter):
- Unvested restricted stock: 32,340 shares (market value $1,956,570 at $60.50) .
- Unearned PRSUs: 47,860 (2022 tranche), 155,870 (2023), 64,670 (2024) with market values at target based on $60.50 .
- Options exercisable: 39,900 (2017, $49.33, exp. 2/8/2027); 51,580 (2018, $51.23, exp. 2/7/2028); 64,760 (2019, $50.52, exp. 2/5/2029); 69,510 (2020, $58.89, exp. 2/4/2030); 46,890 (2021, $39.78, exp. 2/2/2031) .
- Perquisites (2024): Flight benefit tax reimbursements for Carter of $12,428; company 401(k) contribution $31,050; and payments in lieu of 401(k) limits $165,698 .
| Ownership/award category | Units/Shares | Status | Key dates/terms |
|---|---|---|---|
| Beneficial ownership (incl. options) | 481,632 | Beneficial | Includes options exercisable within 60 days . |
| Options (2017–2021 grants) | 272,640 total | Exercisable | See grant-level strikes and expirations above . |
| Restricted stock | 32,340 | Unvested | Vests 1/3 on Feb 1, 2025/2026/2027 . |
| PRSUs (2022) | 47,860 | Performance | Period ended Dec 31, 2024; payout certified (see 2022 results) . |
| PRSUs (2023) | 155,870 | Performance | Period ends Dec 31, 2025; payout 2026 . |
| PRSUs (2024) | 64,670 | Performance | Period ends Dec 31, 2026; payout 2027 . |
Employment Terms
- Severance (Officer and Director Severance Plan): If terminated without cause (no CIC), Carter receives lump sum of 18 months base salary plus 150% of target MIP, 18 months healthcare and Flight Benefits continuation, and outplacement (up to $3,000) . In a CIC with termination without cause or for good reason within two years, same 18 months salary + 150% target MIP, benefits continuation, outplacement (double-trigger) .
- Treatment of equity on termination/CIC: For Carter (and certain NEOs), upon termination without cause or resignation for good reason, PRSUs/performance awards/restricted stock generally continue under original vesting/performance terms (subject to eligibility dates and covenants); upon death, disability, or CIC termination, PRSUs and performance awards vest at target and time-based RS vests immediately .
- Clawbacks: Compliant with SEC/NYSE rules; recovery of financial-based incentive pay in restatement scenarios; longstanding misconduct clawback also applies .
- Anti-hedge/pledge: Prohibitions described above .
- Executive Officer Cash Severance Policy: Company will not enter into agreements exceeding 2.99x salary+bonus without shareholder approval .
Performance & Track Record Context
- 2024 results used in incentives: Adjusted pre-tax income over $5B; $8B adjusted operating cash flow; $3.4B free cash flow; investment-grade ratings regained at all three agencies .
- Pay-versus-performance disclosure: CAP vs TSR shows DAL TSR value of $106 in 2024 vs airline peer index $63; GAAP net income $3,457M and pre-tax income (non-GAAP) $7,052M in 2024 .
Company financial trend (context for performance linkage):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 41,268,000,000* | 49,632,000,000* | 51,716,000,000* |
| EBITDA ($) | 5,752,000,000* | 8,091,000,000* | 8,000,000,000* |
| *Values retrieved from S&P Global. |
Compensation Structure Analysis
- Mix and at-risk pay: Carter’s 2024 total compensation ($8.96M) was predominantly variable via equity and incentives; time-based cash awards from prior LTIPs ($1.3M) reduced in 2024 program design as DAL eliminated time-based cash going forward in favor of RS .
- Shift toward shareholder alignment: 2024 PRSU design added a relative TSR modifier and capped maximum payouts at 200% (down from 300%), focusing more on durable FCF and relative profitability vs peers .
- Annual incentive alignment: Executives cannot receive above-target MIP unless employees also receive profit sharing, aligning with workforce incentives .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: 72% approval; DAL engaged with holders representing 55% of outstanding shares and adjusted program elements (e.g., replacing time-based cash with restricted stock; adding TSR modifier) in response to feedback .
Equity Ownership & Pledging
- Stock ownership guideline compliance (exceeded thresholds) and explicit anti-pledging policy reduce misalignment risks; no pledging permitted under policy .
Vesting Schedules and Potential Selling Pressure
- Time‑based restricted stock: Remaining tranches vest on Feb 1, 2026 and Feb 1, 2027, representing potential windows for liquidity events .
- PRSU payouts: 2023 PRSUs cliff at end‑2025 (payout 2026) and 2024 PRSUs at end‑2026 (payout 2027), each contingent on performance; 2022 PRSUs already certified at 258% for the 2022–2024 period .
Risk Indicators & Red Flags
- No employment agreements, no tax gross‑ups, and 2.99x severance cap policy mitigate payout risk; double‑trigger change‑in‑control treatment reduces windfalls .
- Robust clawbacks (SEC and misconduct) and anti‑hedging/pledging policy are governance positives .
Employment Terms (Detail Table)
| Feature | Terms |
|---|---|
| Severance (no CIC) | 18 months base + 150% target MIP; 18 months healthcare & Flight Benefits; outplacement up to $3,000 . |
| Severance (CIC within 2 years) | Same as above (double trigger) . |
| Equity on death/disability/CIC termination | PRSUs and performance awards at target; RS vests immediately . |
| Clawbacks | SEC/NYSE Rule 10D‑1 policy plus longstanding misconduct clawback . |
| Anti‑hedge/pledge | Prohibited . |
| 2.99x policy | No severance/cash arrangements >2.99x without shareholder approval . |
Investment Implications
- Alignment and retention: Carter exceeds ownership guidelines and is subject to anti‑pledging/hedging and clawbacks, indicating strong alignment; severance is moderate (18 months + 150% MIP) with double‑trigger CIC, balancing retention and shareholder protections .
- Performance leverage: Incentives are tied to FCF, relative profitability, TRASM, customer NPS, and TSR, directly linking pay to drivers of DAL equity value, with reduced maximums and explicit TSR modifier improving risk‑adjusted incentive quality .
- Supply risk from vesting: Watch Feb 1, 2026/2027 time‑based RS tranches and potential PRSU settlements in 2026/2027 for incremental selling pressure (subject to performance outcomes and personal trading windows) .
- Execution backdrop: DAL’s 2024 operational and financial outperformance (investment‑grade, strong FCF and pre‑tax earnings) supports elevated incentive outcomes; sustained FCF and relative profitability are critical for 2025–2027 PRSU value realization .