Willie Chiang
Director at DAL
Board
About Willie CW Chiang
Age 64; joined Delta’s Board on April 26, 2024. Independent non-employee director serving on the Audit and Safety & Security Committees. Chairman & CEO of Plains All American Pipeline (PAA) and Plains GP Holdings (PAGP); CEO since October 2018, Chairman since January 2020, director since February 2017; prior senior roles at Occidental Petroleum, ConocoPhillips, and earlier career at Chevron starting in 1981 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plains All American Pipeline, L.P. (PAA) | CEO; Chairman; Director | CEO since Oct 2018; Chairman since Jan 2020; Director since Feb 2017 | Leads midstream energy infrastructure and logistics services (crude, NGLs, gas) |
| Plains GP Holdings, L.P. (PAGP) | CEO; Chairman; Director | CEO since Oct 2018; Chairman since Jan 2020; Director since Feb 2017 | Governance and strategic oversight for PAA’s GP |
| PAA/PAGP | EVP & COO | Jan 2018 – Oct 2018 | Oversaw enterprise operations |
| PAA/PAGP | EVP & COO (U.S. Operating & Commercial) | Aug 2015 – Dec 2017 | Led U.S. operating and commercial activities |
| Occidental Petroleum Corporation | EVP, Operations | 2012 – 2015 | Operations leadership in a regulated energy environment |
| ConocoPhillips & predecessors | Various roles incl. SVP – Refining, Marketing, Transportation & Commercial | 1996 – 2012 | Senior leadership in global energy operations |
| Chevron | Refining (early career) | Began 1981 | Technical/operations foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plains All American Pipeline, L.P. (Nasdaq: PAA) | Chairman & CEO; Director | CEO since Oct 2018; Chairman since Jan 2020; Director since Feb 2017 | Oversees a publicly traded MLP in midstream energy |
| Plains GP Holdings, L.P. (Nasdaq: PAGP) | Chairman & CEO; Director | CEO since Oct 2018; Chairman since Jan 2020; Director since Feb 2017 | GP holding company governance |
| United Way of Greater Houston | Board of Trustees | Current | Community engagement leadership |
| Performing Arts Houston | Board of Trustees | Current | Civic board participation |
| Federal Reserve Bank of Dallas | Energy Advisory Council Member | Current | Policy/industry advisory |
Board Governance
- Committees: Audit; Safety & Security. No chair roles disclosed for Mr. Chiang .
- Independence: All members of the Audit and Personnel & Compensation, Finance, Corporate Governance committees are independent under NYSE and Delta’s standards; Audit and Personnel & Compensation meet additional SEC independence requirements .
- Attendance: In 2024, the Board met five times; every director who served attended at least 75% of Board and committee meetings during their tenure; all directors attended the 2024 annual meeting .
- Board leadership: Independent non-executive Chair; routine executive sessions without the CEO .
- Audit Committee activity: Audit Committee held nine meetings in 2024; oversees financial reporting, internal controls, ethics/compliance, ERM, cybersecurity, ESG reporting, and reviews/approves related-party transactions under Item 404 .
- Governance practices: Anti-hedging and anti-pledging policy applies to directors; prohibition on ownership of specific airline competitors’ stock by Board and officers; robust stock ownership/retention guidelines .
Fixed Compensation (Non-Employee Director – 2024 Actual)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 60,000 | 2024 cash retainer paid; policy retainer level increased mid-2024 (see Compensation Structure) |
| All Other Compensation | 2,523 | Tax reimbursement related to Director Flight Benefits |
| Total Cash & Other | 62,523 | Sum of cash and other compensation |
Performance Compensation (Equity Grants & Terms)
| Grant Type | Grant Date | Shares | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock | Jun 20, 2024 | 4,040 | 200,000 | Vests on Jun 20, 2025, subject to continued Board service | Annual non-employee director equity grant; dividends accrue and are paid upon vesting |
| Options | N/A | 0 | 0 | N/A | No option awards to directors |
| Equity Plan Limits | Ongoing | — | — | — | Non-employee director equity awards limited to $1,000,000 under Performance Compensation Plan |
Compensation Structure (as of Jun 20, 2024): Annual Board cash retainer $120,000 (non-executive Chair $180,000); Committee chair retainers: Audit $30,000, Personnel & Compensation $25,000, others $20,000; Annual restricted stock grant $200,000 (non-executive Chair $320,000). FW Cook engaged; governance committee recommended increases: +$10,000 cash retainer and +$10,000 equity grant for non-executive directors; Board accepted .
Other Directorships & Interlocks
| Company | Relationship to Delta | Potential Interlock/Conflict Notes |
|---|---|---|
| Plains All American Pipeline (PAA) | Unrelated industry (midstream energy) | No related-party transactions disclosed involving Mr. Chiang; Audit Committee reviews and approves/ratifies possible conflicts and Item 404 transactions . |
| Plains GP Holdings (PAGP) | Unrelated industry (GP of PAA) | Same as above; no related-party transactions disclosed . |
Expertise & Qualifications
- Senior leadership/risk management through CEO and EVP roles in complex, regulated energy operations .
- Energy and sustainability domain expertise; global business experience .
- Government/legal affairs and security exposure from operating in heavily regulated sectors .
- Public company board experience at PAA and PAGP .
Equity Ownership
| Metric | Value | Details |
|---|---|---|
| Beneficial Ownership (Shares) | 24,040 | Includes 20,000 shares held by the Chiang 2014 Management Trust (co-trustees: Mr. Chiang and his wife) . |
| Ownership % of Outstanding | <1% | Each listed individual beneficially owned less than 1% as of Apr 18, 2025 . |
| Unvested Director Equity (2024 grant) | 4,040 | Restricted stock vests on Jun 20, 2025 . |
| Director Stock Ownership Guideline | ≥5x annual cash retainer or 35,000 shares | Must hold at least 50% of net shares until guideline achieved; hedging/pledging prohibited . |
| Compliance Status (as of Dec 31, 2024) | In-progress window for recent directors | All non-employee directors exceeded guideline except three elected in 2023/2024; each has five years from election to comply. Mr. Chiang was elected in 2024 and is subject to the 5-year window . |
Governance Assessment
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Strengths:
- Independent director on Audit and Safety & Security committees; Audit held nine meetings in 2024, overseeing finance, controls, ethics/compliance, cybersecurity, ESG, and related-party review—supports robust oversight .
- Clear director pay structure with modest cash retainer and time-based restricted stock; no options; equity awards capped; FW Cook engagement and peer review indicate alignment with market and governance best practices .
- Strong ownership alignment policies: 5x retainer or 35,000 shares guideline; mandatory retention of net shares; anti-hedging/pledging; prohibition on owning competitor airline stock .
- Attendance: Board met five times; all directors met minimum attendance threshold and attended the annual meeting .
-
Potential concerns / monitoring items:
- External demands: Concurrent Chairman & CEO roles at PAA/PAGP (energy midstream) may limit bandwidth, though they add risk management/operations expertise; monitor engagement levels over time .
- Perquisites: Flight benefits with tax reimbursements are standard in airlines; ensure transparency and adherence to annual imputed value/tax reimbursement limits .
- Related-party exposure: No transactions disclosed involving Mr. Chiang; Audit Committee retains authority to review and approve/ratify any Item 404 transactions; continue monitoring for any Delta–PAA/PAGP dealings .
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Overall signal: Chiang brings deep operational and regulatory expertise from energy infrastructure, bolstering risk and safety oversight. Compensation and ownership policies suggest alignment, with independence affirmed via committee membership and governance standards; no conflicts or red flags disclosed specific to Mr. Chiang .