Dallas-based Southwest Airlines announced that Executive Chairman and former longtime CEO Gary Kelly has accelerated his retirement and that the company has appointed David Cush, Sarah Feinberg, Dave Grissen, Gregg Saretsky, and Patricia Watson as independent directors. Pierre Breber, former CFO of Chevron, also has been appointed to the board.
The moves come in connection with agreements reached with activist investor Elliott Investment Management LP, which has pushed for management changes at the airline. The board appointments and Kelly’s departure resolve outstanding issues in their dispute connected to the airline’s profitability, Southwest and Elliott said.
These appointments are effective as of Nov. 1. Following his departure from the board and related responsibilities, Kelly will assume the title of chairman emeritus.
“We’re pleased to have reached a collaborative resolution with Elliott, continuing our board refreshment with the addition of new directors who bring complementary skills and experience. I’m confident this Board will continue to hold the leadership team accountable for executing its transformational plan and delivering financial performance,” Kelly said in a statement.
Kelly also reflected on his tenure and said he’s hopeful about the airline’s future.
“It has been the honor of my lifetime to work with our people and serve our customers in making Southwest the leader it is today,” he said. “I believe Southwest’s best days lie ahead under the vision and leadership of Bob Jordan and the oversight of this reconstituted board.”
Driving growth and ‘superior financial performance’
Southwest said the newly reconstituted board will appoint a new independent chairman.
It said the board will be reduced to 13 members as of Southwest’s 2025 Annual Shareholder Meeting. As previously announced, the board has refreshed its Finance Committee, which is responsible for assisting in the board’s oversight of the Southwest’s operational and strategic plans.
Saretsky, Cush, and three additional directors to be appointed by the reconstituted board will serve on the Finance Committee, with Saretsky serving as chair.
“On behalf of the board, I want to thank Gary for his countless contributions to Southwest throughout his career. He leaves an indelible mark on Southwest as a pioneer of the company’s growth into the largest domestic carrier with an industry leading network, reputation, balance sheet and a bright future,” Rakesh Gangwal, Southwest Airlines director, said in a statement.
He also expressed gratitude to the outgoing board members.
“I also want to thank David Biegler, Veronica Biggins, Sen. Roy Blunt, Dr. William Cunningham, Dr. Thomas Gilligan and Jill Soltau for their service and meaningful contributions in the boardroom.” Gangwal said.
He added that going forward, the “critical priority as a newly constituted Board is to coalesce as a functional body for the benefit of Southwest Airlines and work closely with Bob Jordan to preserve the company’s unique business model and culture, while driving growth and returning the carrier to superior financial performance,”
The response from Elliott
Elliott Partner John Pike and Portfolio Manager Bobby Xu said they believe the changes will well position Southwest moving forward.
“We’re pleased to have come to an agreement with Southwest on the addition of six new directors that will enhance and revitalize its board. They are all highly qualified and will bring diverse skills and backgrounds to the task of overseeing Southwest under the leadership of a new board chairman.” Pike and Xu said jointly.
They said that the “strategic changes Southwest has announced since we commenced our engagement,” along with the new independent directors and governance improvements, “will position the company to enhance business performance, drive operational execution and evaluate additional changes to create long-term shareholder value.”
“We’re grateful to Southwest’s shareholders, labor groups, and leadership for their constructive engagement, and we look forward to a strengthened Southwest delivering on its full potential,” Pike and Xu added.
Southwest said that as part of this process and to facilitate collaboration, it reached an agreement under which Elliott has agreed to standstill, voting, confidentiality, and other provisions, and an information sharing agreement to enable Southwest to share confidential information regarding upcoming company announcements and other matters.
Elliott has informed Southwest that it withdrew its request to call a special meeting of shareholders and no longer intends to nominate candidates to stand for election to the Southwest Airlines board.
The new board members
Pierre Breber, the former vice president and CFO of Chevron, brings significant financial expertise to the board. Breber built a more than 30-year career at Chevron, starting as a financial analyst in 1989. During his tenure as CFO, Breber boosted investor confidence in energy and maintained Chevron’s sector-leading valuation and reputation by instilling capital discipline and championing a lower carbon strategy. Breber previously held several senior executive roles in finance and operations across Chevron’s global business units. Breber is a board member of PACCAR and is nominated as a new director for election with Clorox. Breber is a member of the Johnson Advisory Council at Cornell University and previously was chair of the Board of Directors of the United Way Bay Area and a board member of the Thurgood Marshall College Fund.
David Cush has more than 30 years of aviation experience, most recently serving as CEO of Virgin America. Joining just after the airline’s inaugural flight, he led Virgin America through the turmoil of the financial crisis and a subsequent period of rapid growth. Cush led Virgin America to realize its first annual profit, oversaw its successful initial public offering and ultimately negotiated the airline’s acquisition by Alaska Airlines. Before Virgin America, Cush held a number of positions at American Airlines during his 20 years with the airlines, including SVP of Global Sales and Distribution, vice president of International Planning and Alliances and various other roles in finance and operations.
Sarah Feinberg, former administrator at the Federal Railroad Administration, chief of staff to the U.S. Secretary of Transportation and interim president and CEO of the New York City Transit Authority, brings extensive experience as a transportation and safety regulator, which will help support Southwest’s commitment to ensuring the safety of the company’s employees and customers. As administrator at the Federal Railroad Administration, the sole safety regulator for the U.S. passenger and freight rail system, Feinberg focused on enhancing the safety of the rail network after a series of accidents. During her tenure, Feinberg also aggressively enforced safety regulations and oversaw billions of dollars in investments to improve the safety of the rail system. As chief of staff to the U.S. Secretary of Transportation, Feinberg oversaw and advised on a broad range of initiatives across the aviation and broader transportation sector. As President of New York City Transit, Feinberg led a 50,000-employee workforce and the largest transit system in North America.
Dave Grissen, former group president of Marriott International, is a seasoned hospitality executive with extensive experience leading a global franchise and growing a storied brand. In that role, Grissen led all functions for Marriott’s brands in the Americas and for the Ritz Carlton and EDITION brands globally, including strategy, revenue management, sales and marketing, operations, food and beverage, technology, development and human resources. Grissen managed hotels representing roughly two-thirds of Marriott’s fee revenue, a workforce of 160,000 people and a successful growth strategy that resulted in Marriott’s Americas organization nearly doubling from 2,928 hotels to 5,640 hotels plus 1,800 pipeline hotels under his leadership. Grissen also is the chairman of Regis and is on the board of Chatham Lodging Trust.
Gregg Saretsky, former CEO of WestJet, brings 40 years of aviation leadership experience and industry knowledge. At WestJet, Saretsky led the evolution of the airline from providing a one-dimensional product offering to having a modern commercial strategy, generating a total shareholder return of more than 100% during his eight-year tenure as CEO. Before WestJet, Saretsky served in a number of senior-level commercial and operational roles at Alaska Airlines, including EVP of Flight Operations & Marketing. Saretsky is also a current director of IndiGo and RECARO Aircraft Seating.
Patricia Watson has served as chief information and technology officer at NCR Atleos since October 2023. She is an experienced technology executive with a track record of developing modernization plans and overseeing IT transformations at large, complex financial services and transportation/logistics companies. During her career, Watson also has served as EVP and chief information officer of NCR, Total Systems Services and The Brink’s Co., the president of Cloud Collaboration at Intrado and in various senior technology roles at Bank of America. Watson is a director at Rockwell Automation, and previously served on the boards of USAA Federal Savings Bank and Texas Capital Bancshares. Before her corporate career, Watson spent 10 years in the United States Air Force as executive staff officer, flight commander, and director of operations.
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