Dwight James
About Dwight James
Dwight James, age 51, has served on Wheels Up’s Board since February 2022, designated by Delta pursuant to the Investor Rights Agreement. He is Senior Vice President—Customer Engagement & Loyalty at Delta and CEO of Delta Vacations; he holds a BA in Business Administration from Morehouse College and an MBA from Duke University’s Fuqua School of Business . His current Class I term is up for reelection; if reelected he would serve until the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Air Lines | SVP—Customer Engagement & Loyalty; CEO of Delta Vacations | Nov 2020–present | Oversees SkyMiles program, Delta Sky Clubs, partnerships |
| Delta Air Lines | SVP—Pricing & Revenue Management; SVP—International Pricing & Revenue Management; Chief Economist & Revenue Forecaster; Corporate Strategy roles | Since Nov 2009 (various roles) | Led revenue strategy, forecasting, international profit performance |
| James-Lewis (consulting & principal investments) | Managing Partner | Prior to Delta (dates not specified) | Strategy and investments |
| The Home Depot | Corporate Strategy; Finance–M&A; senior commercial executive at a Home Depot subsidiary | Prior to Delta (dates not specified) | Strategy, M&A, commercial execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Floor & Décor Holdings (NYSE: FND) | Director | Current (dates not specified) | Not disclosed |
| Cool Girls, Inc. | Advisory Board Council | Current (dates not specified) | Not disclosed |
| Boys & Girls Club of Metro Atlanta | Director (prior) | Previously served (dates not specified) | Not disclosed |
Board Governance
- Committee assignments: None listed for Dwight James on Audit, Compensation, Nominating & ESG, or Safety & Security Committees as of the Record Date .
- Independence: Not independent under NYSE rules; he is a Delta employee designated to the Board by Delta (same status as Alain Bellemare and Daniel Janki) .
- Attendance: In 2024, the Board met 10 times; all incumbent directors attended at least 75% of Board and committee meetings during their tenure; 11 of 12 directors attended the 2024 annual meeting .
- Tenure and election: Class I director since Feb 2022; standing for reelection to 2028 .
- Investor designations/interlocks: James is one of four Delta-designated directors alongside Bellemare, Janki, and Moak under the Investor Rights Agreement, which grants investors ongoing designation rights subject to ownership thresholds .
Fixed Compensation
| Component | Policy | Dwight James (FY2024) |
|---|---|---|
| Annual cash retainer | $50,000 for Eligible Directors | $0 (Non-Compensated Director due to Delta employment) |
| Chair retainers | $35,000 Board Chair; $15,000 Audit Chair; $10,000 other chairs (if Eligible) | $0 (not applicable) |
| Meeting fees | No additional per-meeting fees | $0 |
| Flight hours | $84,400 annual flight hours for Eligible Directors; +5 hours for Board/Committee chairs (if Eligible) | Not applicable to Non-Compensated Directors |
Non-Compensated Directors (employees of Delta/CK Wheels/CIH) received no director compensation in 2024; James is listed as a Non-Compensated Director .
Performance Compensation
| Component | Policy | Dwight James (FY2024) |
|---|---|---|
| Annual RSUs | $175,000 grant-date fair value for Eligible Directors; generally vests by next annual meeting | $0 (Non-Compensated Director) |
| Equity vesting conditions | Service-based; no dividends on unvested awards under LTIP | Not applicable |
Clawback: Company maintains an Executive Compensation Recoupment Policy; equity awards are subject to recovery under applicable laws and policy (primarily for executives). Director RSUs, when granted, fall under LTIP terms and recoupment framework; James did not receive equity in 2024 .
Other Directorships & Interlocks
- External public board: Floor & Décor Holdings (NYSE: FND) director .
- UP Board interlocks: Four Delta-affiliated directors (James, Bellemare, Janki, Moak) serve concurrently; CK Wheels designates four directors; CIH designates one; CEO also a director—investor rights structure creates concentrated influence .
Expertise & Qualifications
- Deep airline commercial, loyalty, and revenue management expertise; leadership of SkyMiles and Delta Vacations; prior corporate strategy/M&A experience at Home Depot; MBA (Fuqua) .
- Governance skills aligned to customer engagement, partnerships, forecasting, and revenue optimization .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Dwight James | — | — | No holdings disclosed as of Record Date |
- Anti-hedging/anti-pledging: Company policy prohibits officers and directors from pledging Wheels Up securities as collateral and from hedging/short sales .
- Ownership guidelines: Not disclosed for directors; no director-specific multiple-of-salary guideline noted in proxy .
Governance Assessment
- Strengths: Significant commercial and loyalty expertise; long Delta tenure; Board reports strong meeting cadence and minimum attendance; executive sessions held regularly; anti-hedging/anti-pledging policies in place .
- Concerns/RED FLAGS:
- Independence and conflicts: James is a Delta employee designated by Delta; Board independence excludes him under NYSE rules; Delta holds ~37.7% of Common Stock (subject to voting limitations), and multiple Delta designees sit on the Board, creating potential for related-party influence on strategy and transactions .
- Related-party exposure: Extensive cooperation with Delta (e.g., Corporate Customer Discount Program with a $5.0 million deposit; benefits arrangements; historic subleases), elevating conflict-of-interest risk requiring robust recusal and committee oversight .
- Alignment: As a Non-Compensated Director with no disclosed UP equity holdings, James has limited direct “skin in the game” in Wheels Up stock, potentially weakening pay-for-performance alignment from a director compensation perspective .
- Mitigants: Classified Board with independent committee membership; documented recoupment policy; explicit anti-pledging/hedging; investor voting limitations reduce concentration effects at meetings, though investors still control large vote shares .
Notes on Committee Composition and Attendance Context
- Current committee chairs/members: Compensation Committee chaired by Adam Zirkin; other members include Gregory Summe and Zachary Lazar; James is not shown as serving on any standing committee .
- 2024 meeting frequency: Board (10), Audit (7), Compensation (4), Nominating & ESG (4), Safety & Security (4); all incumbent directors met ≥75% attendance thresholds .
Related Party Transactions Summary (Delta)
- Benefits/Travel/Discount Programs: Employee travel agreement; Wheels Up/Delta benefits letters; corporate discount program with initial $5.0 million deposit (expandable to $20.0 million) terminating May 25, 2025 or later depending on CCA; refunds of deposits upon termination .
- Subleases: Two Delta subleases at Cincinnati/Northern Kentucky Airport terminated Mar 31, 2023 and Dec 12, 2024 .
- Investor Rights Agreement: Established current 12-seat board with investor designation and transfer rights; voting limitations and neutral share provisions for certain holders .
Overall, James brings valuable airline commercial expertise but is not independent, has no UP director compensation or equity, and sits within a board structure featuring multiple investor-designated directors—heightening the need for rigorous conflict management and independent committee oversight to maintain investor confidence .