Southwest Appoints Elliott's Six Board Members

DALLAS — Southwest Airlines (WN) has announced the appointments of David Cush, Sarah Feinberg, Dave Grissen, Gregg Saretsky, and Patricia Watson as independent directors of the Board. 

Pierre Breber, Chevron's former chief financial officer, has also been appointed to the Board of Directors. These appointments are effective November 1, 2024.

Boardroom Shuffle, Cooperation Agreement

Executive Chairman Gary Kelly will accelerate his retirement, which will take effect on November 1, 2024, in conjunction with the retirements of six other Southwest Directors that were previously announced. Upon his departure from the board and the associated responsibilities, Kelly will acquire the title of Chairman Emeritus. The newly reconstituted Board will appoint a new independent Chairman.

Southwest's 2025 Annual Shareholder Meeting will reduce the Board to 13 members. As previously announced, the Finance Committee, which is responsible for assisting the Board in overseeing the the carrier's operational and strategic plans, has been refreshed. Cush, Saretsky, and three additional directors to be appointed by the reconstituted Board will comprise the Finance Committee, with Saretsky serving as Chair.

Southwest and Elliot also entered into a Cooperation Agreement, which includes provisions for confidentiality, voting, and standstill. The agreement also includes an Information Sharing Agreement allowing WN to share confidential information about upcoming Company announcements and other matters. 

This deal is part of the collaborative process and aims to facilitate collaboration, though it does not guarantee the end of the airline’s boardroom drama. Most pundits agree that significant changes are coming for the airline.

For now, Elliott has informed the Company that it has withdrawn its request to organize a Special Meeting of Shareholders and no longer intends to nominate candidates for election to the Southwest Airlines Board. The Cooperation Agreement will be submitted to the U.S. Securities and Exchange Commission on a Form 8-K.

Comments from Southwest, Elliot

Rakesh Gangwal, Southwest Airlines Director, said, “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. I also want to thank David Biegler, Veronica Biggins, Senator Roy Blunt, Dr. William Cunningham, Dr. Thomas Gilligan and Jill Soltau for their service and meaningful contributions in the boardroom. Our 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.”

Elliott Partner John Pike and Portfolio Manager Bobby Xu said, “We are 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. We believe the strategic changes Southwest has announced since we commenced our engagement, together 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 are 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.”