DALLAS- Southwest Airlines (WN) executed a major board restructuring by appointing six new directors through an agreement with Elliott Investment Management.
This strategic move aims to preserve CEO Bob Jordan’s position while addressing the activist investor’s demands for corporate changes.
Southwest New Independent Board Members
The airline welcomes six new independent directors and others are as follows:
- Pierre Breber, former Chevron CFO;
- David Cush, ex-Virgin America CEO;
- Sarah Feinberg, previous federal railroad administrator;
- Dave Grissen, former Marriott International Group President;
- Gregg Saretsky, former WestJet CEO; and
- Patricia Watson, NCR Atleos Chief Information and Technology Officer.
All new directors assume their positions on November 1.
Executive Chairman Gary Kelly’s accelerated retirement accompanies these changes, with the newly formed 13-member board set to appoint an independent chairman. This leadership transition marks a significant shift in Southwest’s governance structure.
Elliott Investment Management, holding over 10% stake in Southwest, has agreed to a standstill and information sharing agreement. The activist investor withdrew its request for a December 10 special shareholder meeting, signaling a collaborative approach to the airline’s transformation.
Board Member Remarks
Executive Chairman Gary Kelly accelerates his retirement effective November 1, 2024, coinciding with six other Southwest Directors’ departures. Kelly transitions to Chairman Emeritus as the reconstituted Board appoints a new independent Chairman, reducing membership to 13 directors by the 2025 Annual Shareholder Meeting.
The refreshed Finance Committee, overseeing operational and strategic plans, welcomes Gregg Saretsky as Chair alongside David Cush and three future appointees. This restructuring strengthens Board oversight of company performance and strategic direction.
Kelly endorsed the agreement with Elliott Investment Management, highlighting the new directors’ complementary expertise. He expressed confidence in CEO Bob Jordan’s leadership and the Board’s ability to drive accountability in executing transformation plans.
Board Director Rakesh Gangwal and co-founder of IndiGo Airlines acknowledged Kelly’s legacy in establishing Southwest as the largest domestic carrier. Gangwal emphasized the new Board’s commitment to preserving Southwest’s business model while pursuing enhanced financial performance.
Elliott Investment Management representatives John Pike and Bobby Xu praised the appointment of six new directors, citing their diverse qualifications. They expressed optimism about Southwest’s strategic changes and operational improvements aimed at creating long-term shareholder value.
Southwest will file the Cooperation Agreement details with the Securities and Exchange Commission via Form 8-K.
Decades of Experience
Pierre Breber joins Southwest’s board with over 30 years of financial leadership at Chevron, where he served as CFO and championed capital discipline alongside lower carbon initiatives. Breber currently serves on PACCAR’s board and awaits election to Clorox’s board. His educational background includes engineering degrees from UC Berkeley and an MBA from Cornell University.
David Cush brings three decades of aviation expertise, most notably as Virgin America’s CEO. Cush steered Virgin America through financial challenges to profitability, executed its IPO, and orchestrated its Alaska Airlines acquisition. His 20-year tenure at American Airlines encompassed senior roles in global sales, international planning, and operations.
Sarah Feinberg leverages her transportation regulatory experience as former Federal Railroad Administration Administrator and NYC Transit Authority CEO. At FRA, Feinberg enhanced rail network safety through aggressive regulation enforcement and strategic investments. She previously served as Chief of Staff to the U.S. Transportation Secretary and managed North America’s largest transit system with 50,000 employees.
Dave Grissen transitioned from Marriott International’s Group President role, where he directed operations for Marriott’s Americas portfolio and global luxury brands. Under his leadership, Marriott’s Americas division expanded from 2,928 to 5,640 hotels, with 1,800 additional properties in development. Grissen currently chairs Regis’s board and serves on Chatham Lodging Trust’s board.
Gregg Saretsky contributed 40 years of aviation leadership, most notably as WestJet’s CEO, where he modernized the airline’s commercial strategy and delivered over 100% shareholder returns. His experience includes executive operations and marketing roles at Alaska Airlines. Saretsky currently directs IndiGo and RECARO Aircraft Seating.
Patricia Watson serves as NCR Atleos’s Chief Information and Technology Officer, bringing extensive IT transformation expertise from the financial services and transportation sectors. Her career spans executive technology roles at NCR, Total Systems Services, and Bank of America. Watson’s ten-year Air Force service preceded her corporate career. She currently serves on Rockwell Automation’s board and maintains a personal connection to Southwest through her spouse’s 24-year tenure as a captain.
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