Sergio Rial
Director at DAL
Board
About Sergio A. L. Rial
Age 64; independent, non-employee director of Delta since December 9, 2014. Chair of the Personnel & Compensation Committee and member of the Corporate Governance and Finance Committees, with deep leadership experience across banking, food, energy, and global operations; former CFO of Cargill and CEO/Chair in Banco Santander (Brasil) . Public board roles include BRF S.A. (Vice Chair) and Vibra Energia SA (Chair); additional chair role at Ebury Partners and prior service on Banco Santander boards, reinforcing finance and LatAm expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Banco Santander (Brasil) S.A. | Chief Executive Officer; later Chair of the Board | CEO 2016–2022; Chair 2022–early 2023 | Led large LatAm bank; board leadership transition |
| Banco Santander S.A. | Director | 2020–2023 | Global banking oversight |
| Marfrig Global Foods | Chief Executive Officer | 2012–Feb 2015 | Operational turnaround at global protein company |
| Cargill, Inc. | CFO; EVP; Director | CFO 2009–2011; EVP 2011–2012; Director 2010–2012 | Global finance stewardship; board-level governance |
| Bear Stearns & Co. | Sr. Managing Director; Co-Head Investment Banking | 2002–2004 | Capital markets leadership |
| ABN AMRO Bank N.V. | Various leadership roles | ~18 years | International banking operations |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| BRF S.A. | Public | Vice Chairman of the Board | Global food processing; governance role |
| Vibra Energia SA | Public | Chairman of the Board | Brazilian energy company; capital allocation oversight |
| Ebury Partners | Private | Chairman of the Board | International payments and FX services |
| The Nature Conservancy | Non-profit | Global Board Member | Sustainability network and ESG alignment |
Board Governance
| Attribute | Details |
|---|---|
| Independence | All members of the Audit, Corporate Governance, Finance, and Personnel & Compensation Committees are independent under NYSE and Delta’s standards; P&C members meet 1934 Act independence requirements . |
| Committee Assignments | Personnel & Compensation (Chair); Corporate Governance (Member); Finance (Member) . |
| Meeting Attendance | Board met 5 times in 2024; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting . |
| Committee Meetings (2024) | Audit: 9; Corporate Governance: 5; Finance: 6; Personnel & Compensation: 6; Safety & Security: 5 . |
| Compensation Committee Report | P&C Committee (chaired by Rial) reviewed CD&A and recommended inclusion; members listed, with Rial as Chair . |
| Compensation Consultants | FW Cook engaged as independent consultant for executive and director pay; peer benchmarking across 21 companies including three airlines . |
| Board Leadership | Independent, non-executive Chair model; executive sessions held routinely without CEO . |
| Shareholder Engagement | Met/initiated contact with holders of 55% of outstanding shares in 2024; Chair and P&C Chair participated . |
Fixed Compensation
| Component | 2024 Amounts/Structure | Notes |
|---|---|---|
| Cash fees (Rial) | $137,500 (fees earned) | Reflects Board/committee retainers in 2024; increases effective June 20, 2024 (see policy) . |
| Equity (Rial) | $200,000 (restricted stock fair value) | Board granted 4,040 restricted shares on Jun 20, 2024, vesting Jun 20, 2025 (Rial received this standard grant) . |
| Perquisites (Rial) | $2,643 (tax reimbursement on flight benefits) | Director Flight Benefits include complimentary travel; tax reimbursements capped at $25,000/year with carryforward . |
| Total (Rial) | $340,143 | No options or non-equity incentives for directors . |
| Board Retainer Policy (as of Jun 20, 2024) | $120,000 for directors; $180,000 for non-exec Chair; Chair retainers: Audit $30,000, P&C $25,000, other committees $20,000; Equity: $200,000 (directors), $320,000 (Chair) | Approved increases based on FW Cook review . |
| Stock Ownership Guidelines | ≥5x annual cash retainer or ≥35,000 shares; restricted stock/RSUs count; must hold 50% of net shares until compliant; hedging and pledging prohibited | As of Dec 31, 2024, all non-employee directors exceeded guidelines except three elected in 2023/2024 . |
Performance Compensation
| Plan/Metric | Description | Governance Link |
|---|---|---|
| Annual Incentive – Pre-Tax Income | Company-selected measure aligned with operating plan and Profit Sharing program | P&C Chair oversees metric selection and targets . |
| Annual Incentive – Operational Metrics | On-time arrival, baggage handling, flight completion, NPS; monthly attainment vs internal or peer-first benchmarks | Aligns executives with frontline incentives . |
| Long-Term Incentive – TRASM | Unit revenue vs airline peers; encourages disciplined capacity and revenue growth | Peer-relative discipline overseen by P&C . |
| Long-Term Incentive – Customer NPS | Domestic, Transatlantic, Latin America NPS; reinstated post-pandemic | Customer-centricity in long-term awards . |
| Long-Term Incentive – Cumulative Free Cash Flow | Focus on long-term revenue/margin and resilience | Supports deleveraging and investment priorities . |
| Long-Term Incentive – Relative Cumulative Pre-Tax Income | Industry-relative profitability | Reinforces “most profitable airline” objective . |
| PRSU TSR Modifier | Adjusts PRSU earned shares ±10pp based on TSR rank vs Alaska, American, JetBlue, Southwest, United | Adds direct shareholder alignment . |
| Time-Based RS | Vests in three equal tranches (Feb 1, 2025/2026/2027) for executives; director RS vests at/near next annual meeting | Directors receive time-based RS only; no performance equity for directors . |
Directors do not receive performance-based awards; their equity is time-based restricted stock with annual vesting cadence .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current Public Boards | BRF S.A. (Vice Chair); Vibra Energia SA (Chair) . |
| Prior Public Boards | Banco Santander (Brasil) S.A.; Banco Santander S.A. (tenures noted above) . |
| Interlocks/Conflicts | Compensation Committee Interlocks: none among P&C members (no current/former Delta officers; no interlocking relationships per SEC rules) . |
| Related-Party Oversight | Audit Committee reviews and, if appropriate, approves/ratifies possible conflicts and Item 404 related-party transactions . |
Expertise & Qualifications
- Senior leadership and risk management across global banking (Santander, ABN AMRO, Bear Stearns), food/agribusiness (Marfrig, Cargill), and energy; deep finance/accounting background as Cargill CFO .
- Global business acumen, especially in Latin America; public company board experience across multiple sectors .
- ESG exposure via The Nature Conservancy global board membership .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Sergio A. L. Rial | 33,041 | <1% | As of April 18, 2025; directors must meet 5x retainer or 35,000 shares guideline; all non-employee directors (except 3 recent appointees) exceeded guidelines as of Dec 31, 2024 . |
Governance Assessment
- Strengths: Independent director; Chairs P&C with robust pay-for-performance architecture, including TSR modifiers and cash flow/profitability metrics; uses independent consultant FW Cook; no compensation interlocks; anti-hedging/anti-pledging policy; strong shareholder engagement, with the Chair and P&C Chair participating .
- Attendance/Engagement: Board met 5x; committees active (Audit 9; P&C 6; Finance 6); ≥75% attendance by all directors; annual meeting attendance by all directors .
- Director Pay/Alignment: Mix of cash retainer and annual restricted stock; director flight benefits with tax reimbursement; strict ownership guidelines and holding requirements; equity awards limited to $1,000,000 annually for directors under the plan .
- Potential Red Flags: Tax gross-ups on Director Flight Benefits (reimbursement up to $25,000/year) are shareholder-unfriendly but standard in airlines; Rial’s 2024 perquisite tax reimbursement of $2,643 is modest .
- Conflicts/Related Parties: Audit Committee actively oversees Item 404 matters; no compensation committee interlocks; the proxy describes oversight but does not list any specific related-party transactions involving Rial in the sections reviewed .
- Shareholder Signals: 2024 say-on-pay approval 72% indicates majority support; continued engagement commitments suggest responsiveness to investor feedback .