Southwest Airlines Elects New Directors, Adjusts Executive Pay
Ticker: LUV · Form: 8-K · Filed: Jul 9, 2024 · CIK: 92380
Sentiment: neutral
Topics: board-changes, executive-compensation, governance
Related Tickers: LUV
TL;DR
Southwest adds 2 directors, tweaks exec pay. Board shakeup incoming.
AI Summary
Southwest Airlines Co. announced on July 7, 2024, changes to its Board of Directors and executive compensation. The company elected two new directors, Christopher H. Bell and Michael J. Van Laanen, effective July 7, 2024. Additionally, the company entered into new employment agreements with certain officers, including compensation arrangements.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy or governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in board composition and executive compensation can indicate internal shifts or strategic adjustments that may carry inherent risks.
Key Players & Entities
- Southwest Airlines Co. (company) — Registrant
- Christopher H. Bell (person) — Newly elected director
- Michael J. Van Laanen (person) — Newly elected director
- July 7, 2024 (date) — Effective date of director elections and reportable event
FAQ
Who were the new directors elected to Southwest Airlines' Board?
Christopher H. Bell and Michael J. Van Laanen were elected as new directors.
When were the new directors elected?
The new directors were elected effective July 7, 2024.
What other significant events were reported on July 7, 2024?
The company also reported on compensatory arrangements of certain officers.
What is the state of incorporation for Southwest Airlines Co.?
Southwest Airlines Co. is incorporated in Texas.
What is the principal executive office address for Southwest Airlines Co.?
The address is P. O. Box 36611, Dallas, Texas 75235-1611.
Filing Stats: 953 words · 4 min read · ~3 pages · Grade level 12.9 · Accepted 2024-07-09 16:30:40
Key Financial Figures
- $1.00 — ange on which registered Common Stock ($1.00 par value) LUV New York Stock Exchange
- $90,000 — iner fee for membership on the Board of $90,000 (which will be pro-rated for Mr. Gangwa
- $1,500 — 2024-June 2025 service period); (ii) $1,500 for each meeting of the Board or Commit
- $170,000 — ith a grant date value of approximately $170,000); and (vii) eligibility for a retirem
- $35,000 — s (which provides for a cash payment of $35,000 for non-employee Directors who have ser
- $75,000 — years as of the date of retirement and $75,000 for non-employee Directors who have ser
Filing Documents
- luv-20240707.htm (8-K) — 31KB
- luv-20240707_g1.jpg (GRAPHIC) — 155KB
- 0000092380-24-000101.txt ( ) — 541KB
- luv-20240707.xsd (EX-101.SCH) — 3KB
- luv-20240707_def.xml (EX-101.DEF) — 16KB
- luv-20240707_lab.xml (EX-101.LAB) — 28KB
- luv-20240707_pre.xml (EX-101.PRE) — 16KB
- luv-20240707_htm.xml (XML) — 4KB
02(d)
Item 5.02(d) On July 7, 2024, the Board of Directors (the "Board") of Southwest Airlines Co. (the "Company") appointed Rakesh Gangwal as a member of the Board, effective July 7, 2024. Mr. Gangwal is the co-founder of India's largest airline by fleet size and passengers carried, InterGlobe Aviation, known as IndiGo. Before co-founding IndiGo in 2006, Mr. Gangwal served as Chairman, President, and Chief Executive Officer of Worldspan Technologies, a provider of technology and information services to the travel and transportation industry. Prior to his time at Worldspan, Mr. Gangwal served as President and Chief Executive Officer of US Airways Group, and previously as its Chief Operating Officer. Mr. Gangwal previously served in executive roles at Air France and United Airlines. Non-employee members of the Company's Board, including Mr. Gangwal, currently receive the following compensation: (i) an annual retainer fee for membership on the Board of $90,000 (which will be pro-rated for Mr. Gangwal for the July 2024-June 2025 service period); (ii) $1,500 for each meeting of the Board or Committee attended in excess of regularly scheduled Board and Committee meetings; (iii) while serving on the Board, free travel on Southwest Airlines for the Director, the Director's spouse, and the Director's children, as well as 50 one-way flight passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis, and an additional 50 one-way flight passes annually for use by qualified charitable and 501(c)(3) organizations; (iv) subsequent to Board service, (a) 50 one-way flight passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis for a term equal to the number of years served; and (b) if the Director has served at least ten years, a lifetime privilege of 50 one-way flight passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis; (v) subsequent to Board service, (a
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SOUTHWEST AIRLINES CO. July 9, 2024 By: /s/ Tammy Romo Tammy Romo Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer)