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Daniel Janki

Director at Wheels Up Experience
Board

About Daniel Janki

Daniel Janki (age 56) has served on Wheels Up’s (UP) Board since August 2023. He is Executive Vice President and Chief Financial Officer of Delta Air Lines; previously he held senior finance and operating roles at GE, including CEO of GE Power Portfolio, SVP–Business & Portfolio Transformation, Treasurer/Global Business Operations, and CEO of GE Energy Management. He holds Finance and Accounting degrees from The Ohio State University. Notably, the Board classifies him as non‑independent under NYSE rules because he is a Delta employee and Delta designates him under the Investor Rights Agreement.

Past Roles

OrganizationRoleTenureCommittees/Impact
Delta Air LinesEVP & Chief Financial OfficerJul 2021–presentDesignated Janki to UP Board under Investor Rights Agreement
GECEO, GE Power PortfolioOct 2020–Jul 2021Senior P&L and transformation leadership
GESVP, Business & Portfolio Transformation2018–2020Portfolio strategy and execution
GESVP, Treasurer & Global Business Operations2014–2017Global treasury/ops leadership
GESVP, CEO GE Energy Management2012–2013Business unit CEO
GE (various)Senior roles at GE Energy, GE Capital, GE Global Ops, GE CorporatePrior to 2012Broad finance/operations experience

External Roles

OrganizationRoleTenure/Status
Delta Air Lines (NYSE: DAL)EVP & Chief Financial OfficerJul 2021–present

Board Governance

  • Board class/term: Class I; nominated for re‑election at 2025 annual meeting to serve until 2028.
  • Committee assignments: None listed (no Audit, Compensation, Nominating & ESG, or Safety & Security committee roles).
  • Independence: Not independent under NYSE rules due to Delta employment and designation by Delta.
  • Attendance: All incumbent directors met at least 75% attendance in 2024.
  • Board leadership/structure: Independent Chair (Adam Zirkin); regular executive sessions of non‑employee directors.

Fixed Compensation

  • Status: Non‑Compensated Director (as a Delta affiliate designee); did not receive UP cash retainers, equity grants, or flight hours in 2024.
Component (2024)Amount/Status
Annual cash retainerNot paid (Non‑Compensated Director)
Committee chair/member feesNot paid (Non‑Compensated Director)
Equity (RSUs)None (Non‑Compensated Director)
Flight hoursNone (Non‑Compensated Directors do not receive flight hours)

Note: Eligible Directors at UP receive a $50,000 cash retainer, $175,000 in RSUs, and flight hours valued at $84,400, but these do not apply to Non‑Compensated Directors like Janki.

Performance Compensation

  • None. UP does not provide performance‑based compensation to Non‑Compensated Directors.

Other Directorships & Interlocks

  • Designating stockholder: Delta holds ~37.7% of UP’s outstanding shares and, under the Investor Rights Agreement, designates four UP directors (including Janki); voting of some shares is limited by FAA citizenship rules and other voting limitations.
  • Related‑party exposures between UP and Delta (material oversight/conflict touchpoints):
    • Credit Agreement: $390m term loan (original); as of Dec 31, 2024, ~$443.8m principal outstanding (incl. PIK interest/Credit Support Premium). Delta also provided a $100m revolving commitment.
    • Commercial Cooperation Agreement (CCA): Amended and restated June 2024; disinterested Board and Audit Committee approved. UP recorded expenses of $1.2m (2024) and $1.9m (2023).
    • Program Participation Agreement: SkyMiles arrangements and benefits; tied to CCA.
    • Corporate Customer Discount Program: $5.0m initial deposit from Delta (expandable up to $20m).
    • Revolving Equipment Notes Facility: Up to $332m aircraft financing; Delta provides credit support (Credit Support Premium accrues PIK into revolver).

Expertise & Qualifications

  • Finance and accounting education; extensive treasury, FP&A, and business transformation leadership at GE; current Fortune 100 CFO. These credentials strengthen UP’s board financial oversight during recapitalization and restructuring phases.

Equity Ownership

HolderShares Beneficially Owned% OutstandingAs‑of Date
Daniel Janki0<1%Record date for 2025 proxy
  • Trading/hedging policy: UP prohibits directors from hedging, short selling, pledging/margining company stock, with preclearance and blackout controls.

Governance Assessment

  • Strengths
    • Deep CFO-level finance and transformation expertise; relevant to UP’s capital structure repair and liquidity roadmap.
    • Attendance threshold met; participates on a Board with independent Chair and executive sessions, supporting oversight processes.
  • Risks/Red Flags
    • Independence: Not independent (Delta executive). Delta is a major equity holder, creditor, strategic partner, and provides financing credit support—creating significant related‑party conflicts to manage.
    • Ownership alignment: No reported personal UP share ownership as of the 2025 proxy record date; no UP director compensation (cash/equity/flight hours) given Non‑Compensated status—limits “skin in the game.”
    • Committee influence: No committee assignments, limiting direct role in audit/compensation/governance deliberations; however, compensation, nominating, and audit committees are independent‑only.
  • Mitigants/Controls
    • Disinterested Board/Audit Committee approval noted for key Delta commercial agreements; Board has related‑party transaction review policy.
    • Board maintains anti‑hedging/pledging policy and an executive compensation recoupment (clawback) framework for responsible officers.

Bottom line: Janki brings heavyweight finance expertise and strategic airline partner insight but is not independent and sits amid substantial Delta‑UP related‑party constructs (credit facility, commercial programs, credit support). Investors should monitor RPT oversight rigor (disinterested approvals), voting limitations/lock‑ups, and whether director/share ownership alignment improves over time.