Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 25, 2022, Michael G. Van de Ven, President & Chief Operating
Officer of Southwest Airlines Co. (the "Company"), submitted his resignation
from his position of Chief Operating Officer, effective at the end of September
2022, and from his position of President, effective at the end of 2022. In
connection with Mr. Van de Ven's resignation, the Board of Directors of the
Company (the "Board") unanimously elected Andrew M. Watterson to succeed to the
position of Chief Operating Officer, effective October 1, 2022, and Robert E.
Jordan to succeed to the position of President, effective January 1, 2023. Mr.
Jordan will also retain his role as the Company's Chief Executive Officer.
Mr. Jordan, age 62, has served as the Company's Chief Executive Officer since
February 2022 and has been a member of the Board since February 2022. Mr. Jordan
also served as Executive Vice President & Incoming Chief Executive Officer from
June 2021 to February 2022, Executive Vice President Corporate Services from
July 2017 to June 2021, Executive Vice President & Chief Commercial Officer from
September 2011 to July 2017, Executive Vice President Strategy & Planning from
May 2008 to September 2011, Executive Vice President Strategy & Technology from
September 2006 to May 2008, Senior Vice President Enterprise Spend Management
from August 2004 to September 2006, Vice President Technology from 2002 to 2004,
Vice President Purchasing from 2001 to 2002, Controller from 1997 to 2001,
Director Revenue Accounting from 1994 to 1997, and Manager Sales Accounting from
1990 to 1994. Mr. Jordan joined the Company in 1988 as a programmer.
Mr. Watterson, age 55, has served as the Company's Executive Vice President &
Chief Commercial Officer since January 2020. Mr. Watterson also served as
Executive Vice President & Chief Revenue Officer from July 2017 to January 2020,
Senior Vice President & Chief Revenue Officer from January 2017 to July 2017,
Senior Vice President of Network & Revenue from January 2016 to January 2017,
and as Vice President of Network Planning & Performance from October 2013 to
January 2016.
In connection with the Board's election of Mr. Watterson to serve as Chief
Operating Officer, the Compensation Committee of the Board approved an increase
in Mr. Watterson's annual base salary from $536,700 to $575,000 and an increase
in his target cash short-term incentive compensation opportunity from 135
percent of base to 150 percent of base, both effective as of October 1, 2022.
The Company has not entered into, amended, or modified any plan, contract,
arrangement, grant, or award in connection with the Board's election of Mr.
Jordan to serve as President. There are no family relationships between any
director or executive officer of the Company and Mr. Jordan or Mr. Watterson. In
addition, neither Mr. Jordan nor Mr. Watterson has any relationship requiring
disclosure under Item 404 of Regulation S-K, nor is either a party to any
arrangement or understanding with any other person pursuant to which he was
selected as an officer.
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