Vasant Prabhu
About Vasant M. Prabhu
Vasant M. Prabhu (age 65) is an independent director of Delta Air Lines (DAL), serving since April 27, 2023, with committee assignments on Finance and Safety & Security. He retired as CFO and Vice Chair of Visa in September 2023, and previously held CFO roles at NBCUniversal, Starwood Hotels & Resorts, and Safeway; he holds an MBA from the University of Chicago Booth School and a B.Tech. from IIT . In 2024, the Board met five times, and each director attended at least 75% of meetings of the Board and relevant committees; the Board routinely held executive sessions without the CEO, presided over by the independent Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visa Inc. | Chief Financial Officer; Vice Chair | CFO 2015–Sep 2023; Vice Chair 2019–Sep 2023 | Senior leadership and finance/accounting expertise |
| NBCUniversal Media, LLC | Chief Financial Officer | May 2014–Feb 2015 | Global media finance oversight |
| Starwood Hotels & Resorts Worldwide, Inc. | Chief Financial Officer; Vice Chair | 2004–May 2014 | Hospitality industry finance and global operations |
| Safeway, Inc. | EVP & Chief Financial Officer | 2000–2004 | Retail/consumer finance leadership |
| The McGraw-Hill Companies; PepsiCo; Booz Allen Hamilton | Senior leadership roles | Not disclosed | Broader corporate strategy/operations exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intuit Inc. | Director | Current | Public company directorship |
| Kenvue Inc. | Director | Current | Public company directorship |
| Mattel, Inc. | Director | 2007–2020 | Prior public board service |
| The Brookings Institution | Trustee | Current | Non-profit affiliation |
Board Governance
- Committee assignments: Finance; Safety & Security .
- Independence: DAL reports 12 of 14 director nominees are independent (excludes CEO and ALPA nominee); Finance and Personnel & Compensation committee members are independent under NYSE standards; Prabhu serves on Finance (independent) .
- Attendance and engagement: Board met five times in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 annual meeting; executive sessions held without the CEO, presided by the independent Chair .
- Board leadership: Independent, non-executive Chair (David S. Taylor) with robust responsibilities including agenda-setting, evaluations, risk oversight, and shareholder engagement .
Fixed Compensation
| Component | 2024 Amount | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $115,000 | Board/committee retainers |
| Stock Awards (Restricted Stock) | $200,000 | 4,040 shares granted on 6/20/2024; vests 6/20/2025, subject to continued service |
| All Other Compensation | $2,381 | Tax reimbursement tied to Director Flight Benefits |
| Total | $317,381 | Sum of above |
Program structure (reference): Non-employee directors are eligible for cash retainers (Board $110,000; Chair $180,000), committee chair fees ($20,000; Audit Chair $30,000), annual restricted stock ($190,000; Chair $320,000), expense reimbursement, and matching gifts program; DAL provides Director Flight Benefits with specified tax reimbursements and limits .
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| 2024 Director Equity | 4,040 restricted shares granted 6/20/2024; vest 6/20/2025 (time-based) | None; director equity is time-based restricted stock (no performance conditions) |
| 2025 Director Equity | 4,240 restricted shares granted 6/19/2025; vest 6/19/2026 or 2026 annual meeting (earlier) | None; time-based vesting; accelerated vesting on death, disability, retirement; forfeiture otherwise |
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Conflict Assessment |
|---|---|---|
| Intuit Inc. | Software | No apparent DAL supplier/customer conflict disclosed |
| Kenvue Inc. | Consumer products | No apparent DAL supplier/customer conflict disclosed |
| Mattel, Inc. (prior) | Consumer products | Historical role; no current conflict |
Governance policies mitigating conflicts:
- Audit Committee reviews/approves conflicts and related party transactions requiring Item 404 disclosure .
- Prohibition on hedging/pledging company stock by employees and Board members .
- Prohibition on ownership of specific airline competitors’ stock by Board and officers .
Expertise & Qualifications
- Senior leadership/risk management across large global companies (Visa, NBCUniversal, Starwood, Safeway) .
- Deep finance/accounting expertise as multi-company CFO .
- Global business experience; public company board service .
- Education: MBA (Chicago Booth), B.Tech. (IIT) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Vasant M. Prabhu | 8,480 | <1% | Ownership excludes unvested shares; director stock ownership guidelines apply |
Stock ownership guidelines (directors):
- Must own shares equal to ≥ 5x annual Board cash retainer or 35,000 shares; includes restricted stock/units and certain family/trust holdings; excludes options .
- Directors must hold at least 50% of “net shares” acquired via vesting/exercise until meeting the guideline .
Governance Assessment
- Alignment: Independent status; membership on Finance and Safety & Security aligns with CFO skillset; DAL’s governance framework emphasizes independence, risk oversight, and executive sessions .
- Attendance: Board met five times; all directors met minimum attendance thresholds; strengthens Board effectiveness .
- Compensation: Balanced director pay (cash + time-based equity) with modest perquisites; flight benefits with tax reimbursements disclosed transparently; no stock options or performance-linked director pay—reduces risk of misaligned incentives .
- Ownership Alignment: Beneficial ownership disclosed; time-based restricted stock grants annually enhance alignment; stringent director ownership guidelines and anti-hedging/pledging policies reduce misalignment risk .
- Conflicts/Red Flags: No related-party transactions specifically disclosed; Audit Committee oversight in place; prohibition on competitor stock ownership and hedging/pledging mitigates risk; no disclosed legal or SEC investigation issues related to the director .
- RED FLAGS: None identified in DAL disclosures for Prabhu (no pledging, no related-party transactions, no attendance concerns) .
Overall investor signal: Prabhu brings seasoned CFO expertise to Finance and Safety & Security committees, with independent status, attendance compliance, and standard director pay/ownership practices. Governance controls (audit reviews, anti-hedging/pledging, competitor stock restrictions) and transparent perquisite disclosure support investor confidence .