Sector: Industrials
SOUTHWEST AIRLINES · Meeting: May 7, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eleven Directors
Joined the board in 2024 (within 24 months), so she is exempt from the TSR trigger; no overboarding (1 other public board), independence confirmed, and she brings relevant aerospace and executive leadership experience.
Joined in 2024 (within 24 months), exempt from TSR trigger; holds 2 other public board seats (within policy limit), is independent, chairs the Audit Committee, and qualifies as an audit committee financial expert.
Has served since 2010 and the TSR trigger does not fire — LUV's 3-year return of +34.7% exceeds the peer group median of -6.1% by +40.8pp, well below the 65pp threshold required to trigger a negative vote for a strong-positive TSR company; no overboarding (0 other public boards), independent Chair with substantial operational leadership experience.
Joined in 2024 (within 24 months), exempt from TSR trigger; holds 1 other public board seat, is independent, and brings strong transportation safety and regulatory expertise relevant to Southwest.
Joined in 2024 (within 24 months), exempt from TSR trigger; classified as non-independent but does not sit on the Audit or Compensation Committee (only Safety and Operations), so no independence-on-committee concern; his son-in-law is a director-level employee but is not senior management, which is a lesser concern; deep airline industry experience is directly relevant.
Joined in 2024 (within 24 months), exempt from TSR trigger; holds 0 other current public board seats, is independent, and brings deep airline industry co-founder and executive experience.
Joined in 2024 (within 24 months), exempt from TSR trigger; holds 1 other public board seat, is independent, and brings strong hospitality, finance, and brand management experience.
Has served since 2021; the TSR trigger does not fire — LUV outperformed the peer group median by +40.8pp over 3 years, well below the 65pp threshold; holds 2 other public board seats (within policy limit), is independent, and brings extensive aerospace and operational leadership experience.
CEO and executive director since 2022; the TSR trigger does not fire — LUV outperformed the peer group median by +40.8pp over 3 years, below the 65pp threshold; no overboarding concern (0 other public boards), and his 38-year Southwest tenure provides deep operational knowledge.
Has served since 2022; the TSR trigger does not fire — LUV outperformed the peer group median by +40.8pp over 3 years, well below the 65pp threshold; holds 1 other public board seat, is independent, and brings strong strategy, operations, and government affairs experience.
Joined in 2024 (within 24 months), exempt from TSR trigger; holds 2 other public board seats (within policy limit), is independent; her husband is a Southwest pilot but he is not senior management, which is a lesser concern; she brings relevant technology and cybersecurity expertise.
All eleven director nominees receive a FOR vote. The TSR trigger does not fire for any director with sufficient tenure — Southwest's 3-year total return of +34.7% outperformed the company-disclosed airline peer group median of -6.1% by +40.8 percentage points, well below the 65pp threshold applicable to a strong-positive TSR company. Seven of the eleven directors joined in 2024 and are exempt from the TSR trigger under the 24-month new-director exemption. No overboarding violations, no independence violations on key committees, and the board discloses a comprehensive skills matrix.
CEO
Robert E. Jordan
Total Comp
$16,587,882
Prior Support
94%%
The prior year say-on-pay vote received approximately 94% support, well above the 70% threshold that would require demonstrated responsiveness. The CEO's total reported compensation of approximately $16.6 million reflects a pay mix where base salary ($850,000) represents less than 10% of total compensation, with over 80% delivered through equity awards — well above the 50-60% variable pay threshold required by policy. The pay-for-performance alignment is supported by Southwest's 3-year stock return of +34.7%, which outperformed the airline peer group median by +40.8 percentage points, and the company disclosed a meaningful clawback policy and robust performance conditions tied to operating margin, customer rankings, and strategic initiative execution.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for a company of Southwest's size and complexity. Auditor tenure is not disclosed in the proxy text provided, so the tenure trigger cannot fire per policy. No fee data was included in the proxy text provided, so the non-audit fee ratio trigger cannot be evaluated; absent confirmed data triggering a negative, the default vote is FOR. No material restatements were identified in the filing.
Southwest Airlines' 2026 annual meeting ballot contains three standard proposals — director elections, auditor ratification, and an advisory say-on-pay vote — all of which receive a FOR vote determination. The director slate is newly refreshed (seven of eleven directors joined in 2024), Southwest outperformed its airline peer group over the past three years, compensation structure is heavily performance-weighted with strong prior shareholder support, and Ernst & Young is an appropriate auditor for the company's scale.
5 companies disclosed in 2026 proxy filing
