SOUTHWEST AIRLINES CO appointed new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 5.02(d)


On February 1, 2023, the Board of Directors (the "Board") of Southwest Airlines Co. (the "Company") appointed Jill Soltau as a member of the Board, effective February 15, 2023. Ms. Soltau is the former Chief Executive Officer of J.C. Penney Company, Inc.


Non-employee members of the Company's Board, including Ms. Soltau, currently receive the following compensation:


(i) an annual retainer fee for membership on the Board of $85,000 (which will be pro-rated for Ms. Soltau for the July 2022-June 2023 service period);


(ii) $1,500 for each meeting of the Board or Committee attended in excess of regularly scheduled Board and Committee meetings;


(iii) while serving on the Board, free travel on Southwest Airlines for the Director, the Director's spouse, and the Director's children, as well as 25 roundtrip passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis, and an additional 25 roundtrip passes annually for use by qualified charitable and 501(c)(3) organizations;


(iv) subsequent to Board service, (a) if the Director has served at least ten years, lifetime free travel on Southwest Airlines for the Director and the Director's spouse; (b) if the Director has served less than ten years, free travel on Southwest Airlines for the Director and the Director's spouse equal to the number of years served ("partial benefits"); and (c) if the Director is deceased, free travel on Southwest Airlines for the Director's spouse for the lifetime of the spouse, if the Director has served as least ten years, or for the number of years remaining (if any) in the Director's partial benefits, if the Director has served less than ten years;


(v) eligibility to receive equity grants pursuant to the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan (for 2022, prior to Ms. Soltau's appointment to the Board, Board members received common stock awards with a grant date value of approximately $170,000); and


(vi) eligibility for a retirement payment under the Southwest Airlines Co. Severance Plan for Directors (which provides for a cash payment of $35,000 for non-employee Directors who have served at least five years as of the date of retirement and $75,000 for non-employee Directors who have served at least ten years as of the date of retirement).


Ms. Soltau has not yet been appointed to any Board committees, has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K, and is not a party to any arrangement or understanding with any other person pursuant to which she was selected as a director.