Lee Moak
About Lee Moak
Independent director (Class III) at Wheels Up Experience Inc. (UP); age 68; director since September 2023. Background spans aviation safety and labor leadership: former Marine Corps and Navy fighter pilot (Topgun graduate), Boeing 767 captain at Delta, and President/CEO of Air Line Pilots Association (ALPA). Education: bachelor’s degree, University of West Florida. Chairs UP’s Safety & Security Committee and serves on the Audit Committee. Determined independent under NYSE rules; attendance in 2024 met Board expectations (≥75% of meetings).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Air Lines Pilots | Chairman | 2005–2010 | Oversaw merger/integration with Northwest Airlines (2008) |
| ALPA (Air Line Pilots Association International) | President & CEO | 2010–2014 | Led largest pilot union; labor policy influence |
| U.S. DOT Special Committee (FAA Aircraft Certification Review) | Co-Chair | 2019–2020 | Co-led FAA certification process review |
| FAA Advanced Aviation Advisory Committee (AAAC) | Member | 2020–2024 | Safety/policy advisory |
| FAA Management Advisory Council (MAC) | Member | 2013–2017 | Management, policy, spending and regulatory advice |
| FAA NextGen Advisory Committee | Member | 2010–2014 | Airspace modernization input |
| AFL-CIO Executive Council | Member | 2011–2015 | Labor federation leadership |
| AFL-CIO Transportation Trades Dept. | Chair, Financial Oversight Committee | 2011–2015 | Financial oversight |
| U.S. Marine Corps & U.S. Navy | Fighter Pilot | Career (retired 2001) | Topgun graduate; operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Grupo Aeroméxico S.A.B. de C.V. | Director; Chair, Safety Committee; Member, Audit & Corporate Governance Committee | Since 2022 | Safety chair and audit/CG member |
| United States Postal Service Board of Governors | Governor; Chair, Corporate Governance Committee; Member, Audit & Finance Committee | 2019–2023 | Federal governance and finance oversight |
| Reliable Robotics Corporation | Director | Since Apr 2023 | Aerospace technology oversight |
| International Aviation Club of Washington | Director | Current | Industry network |
Board Governance
- Committee assignments: Chair, Safety & Security Committee; Member, Audit Committee.
- Independence: Board determined Moak independent under NYSE listing rules; only the CEO and three Delta employees are non-independent.
- Attendance: In 2024, Board met 10 times; committees met 4–7 times; all incumbent directors attended ≥75% of aggregate Board and committee meetings; 11 of 12 directors attended the 2024 annual meeting.
- Director designation rights: Moak was designated by Delta under the Investor Rights Agreement (no voting agreement among investors).
Fixed Compensation
| Component | Policy | Moak’s 2024 Actual |
|---|---|---|
| Annual cash retainer (Board) | $50,000, paid quarterly | $60,000 (includes chair/member premiums) |
| Chairperson of the Board or Lead Independent Director | +$35,000 (if applicable) | N/A (Board Chair is Adam Zirkin) |
| Audit Committee Chair | +$15,000 | N/A |
| Compensation / Nominating & ESG / Safety & Security Committee Chair | +$10,000 | Included in actuals (Moak chairs Safety & Security) |
| Flight hours (perquisites) | Annual flight hours valued at $84,400; +5 hours for each Committee Chair; carryover allowed; directors may purchase services at not less than direct operating cost | $153,988 value of flight hours used in 2024 |
Performance Compensation
| Element | Structure/Terms | Moak’s 2024 Actual | Vesting/Clawback |
|---|---|---|---|
| Annual RSU grant (Director) | $175,000 grant-date fair value; generally vests in full by next annual meeting; prorated for partial service | $397,345 grant-date fair value (includes catch-up and 2024–2025 grants) | Unvested RSUs: 43,533 granted 6/6/2024; 21,766 vested 3/6/2025; 21,767 scheduled to vest 6/6/2025 |
| Non-employee director award cap | Max $375,000 value (cash + equity) per calendar year under LTIP | Reference cap applies | |
| Clawback policy | Executive Compensation Recoupment Policy; recovery of excess incentive compensation upon restatement/misconduct; applies to incentive comp; LTIP permits cancellations for non-compliance | Policy in effect | |
| Anti-hedging/pledging | Prohibits pledging, margin accounts, hedging, monetization, short selling, derivative trading in company securities | Policy in effect | |
| Dividends on unearned awards | Not permitted on unearned/unvested equity awards under LTIP | Applies |
Other Directorships & Interlocks
- Delta designation: Moak was designated by Delta to UP’s Board (though determined independent) and UP has extensive commercial/financial arrangements with Delta (Credit Agreement; Commercial Cooperation Agreement; Program Participation; Corporate travel agreements; benefits programs; registration rights). Governance consideration: potential perceived conflict and need for robust related-party oversight.
- Aeroméxico: Concurrent board service including safety and audit roles; Aeroméxico has strategic ties with Delta (industry context).
Expertise & Qualifications
- Aviation safety leadership across FAA advisory bodies (AAAC, MAC, NextGen) and DOT special committee.
- Labor relations and governance (ALPA President/CEO; AFL-CIO leadership roles).
- Operational airline experience (Delta captain; Topgun graduate).
Equity Ownership
| Item | Detail |
|---|---|
| Unvested RSUs (as of 12/31/2024) | 43,533 RSUs (21,766 vested 3/6/2025; 21,767 scheduled to vest 6/6/2025) |
| Rule 10b5-1 plan | Terminated June 13, 2025 a Rule 10b5-1 plan (originally adopted Aug 12, 2024) for potential sale of up to 63,166 shares |
Governance Assessment
- Strengths: Deep aviation safety and governance expertise; independent under NYSE rules; strong engagement (≥75% attendance); chairs Safety & Security Committee; audit committee member; robust company policies (recoupment; anti-hedging/pledging).
- Alignment: Director equity (RSUs) with annual vesting; defined award cap; flight hours perquisite disclosed and quantified; insider trading plan transparency (termination of 10b5-1 plan).
- Risks/RED FLAGS:
- Related-party exposure: Designation by Delta amid extensive UP–Delta arrangements (credit facility, commercial cooperation, benefits, registration rights); requires vigilant audit committee oversight of related-party transactions and independence preservation.
- Multiple external board roles (including Aeroméxico) could create perceived interlocks; ongoing disclosure and recusal practices are important.
- Overall: Moak’s safety and governance background strengthens board oversight of operational risk; independence affirmed, but his Delta designation and external airline roles warrant heightened related-party and conflict management.
Director Compensation (2024): Cash $60,000; Stock Awards $397,345; All Other Compensation (flight hours used) $153,988; Total $611,333. **[1819516_0001140361-25-015477_ny20043564x2_def14a.htm:107]** **[1819516_0001140361-25-015477_ny20043564x2_def14a.htm:108]**