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Southwest Airlines (NYSE: LUV) realigns executive salaries and incentives to airline peers

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Southwest Airlines Co. updated senior leadership pay structures after a review of compensation at major U.S. airlines. On August 5, 2026, the board’s Compensation Committee approved new annual base salaries and long-term incentive opportunity targets, effective August 15, 2026, for key officers, including the named executive officers.

President, Chief Executive Officer & Vice Chairman Bob Jordan’s base salary was set at $1,225,000, with a long-term incentive opportunity target of 1200% of base salary and a short-term incentive target of 200%. The Chief Operating Officer’s base salary was set at $815,000 with a 500% long-term and 150% short-term incentive target. Three Executive Vice Presidents each received a base salary of $805,000, with 500% long-term and 135% short-term incentive targets. The Committee aligned compensation more closely with the average total direct compensation of American Airlines Group Inc., Delta Air Lines, Inc., and United Airlines Holdings, Inc., using reported 2025 peer data without aging it forward.

Positive

  • None.

Negative

  • None.

Filing Explained

The filing describes the long-term and short-term incentive figures as opportunity targets, so they establish a potential compensation framework rather than reporting that those amounts have been paid.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
CEO base salary $1,225,000 Modified annual base salary for Bob Jordan effective August 15, 2026
CEO long-term incentive target 1200% Long-term incentive opportunity target as a percentage of base salary for Bob Jordan
CEO short-term incentive target 200% Short-term incentive opportunity target as a percentage of base salary for Bob Jordan
COO base salary $815,000 Modified annual base salary for Chief Operating Officer effective August 15, 2026
EVP base salary $805,000 Modified annual base salary for three Executive Vice Presidents effective August 15, 2026
EVP long-term incentive target 500% Long-term incentive opportunity target as a percentage of base salary for COO and EVPs
EVP short-term incentive targets 135–150% Short-term incentive opportunity targets for COO and EVPs as a percentage of base salary
long-term incentive opportunity target financial
"Modified Long-Term Incentive Opportunity Target (Percentage of Base Salary)"
short-term incentive opportunity target financial
"Short-Term Incentive Opportunity Target (Percentage of Base Salary)"
total direct compensation financial
"align executive compensation more closely with the average total direct compensation of the Company’s three most relevant"
airline peer group financial
"requested that the independent compensation consultant reassess the Company’s airline peer group and related compensation"
proxy statements financial
"based on 2024 compensation reported in these airlines’ 2025 proxy statements and was not aged forward"
A proxy statement is a regulatory filing that gives shareholders the information they need to vote on important corporate matters—like choosing board members, approving executive pay, or voting on major deals. Think of it as the company’s meeting agenda plus the ballot and background notes sent ahead of a shareholders’ meeting; investors use it to judge management, compare choices, and decide how to cast their votes, which can affect control and strategy.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What executive compensation changes did Southwest Airlines (LUV) approve in August 2026?

Southwest Airlines approved higher base salaries and incentive targets for key executives effective August 15, 2026. The plan aligns pay more closely with American, Delta, and United benchmarks using reported 2025 peer compensation data from 2026 proxy statements, without aging it forward.

What is Southwest Airlines (LUV) CEO Bob Jordan’s new salary and incentive structure?

Bob Jordan’s base salary was set at $1,225,000, with a long-term incentive target of 1200% of salary and a short-term incentive target of 200%. These changes reflect benchmarking against large U.S. airline peers and take effect on August 15, 2026.

How were Southwest Airlines (LUV) executive pay benchmarks determined?

The Compensation Committee used reported 2025 compensation data from the 2026 proxy statements of American Airlines, Delta Air Lines, and United Airlines. The data was not aged forward, which the Committee expected would leave Southwest’s executive pay modestly below 2026 peer market levels.

Which Southwest Airlines (LUV) officers besides the CEO received updated compensation targets?

Updates covered the Chief Operating Officer and three Executive Vice Presidents: Chief Financial Officer, Chief Commercial Officer, and Chief Customer & Brand Officer. Their base salaries were set between $805,000 and $815,000, each with 500% long-term and 135–150% short-term incentive targets.

Why did Southwest Airlines (LUV) decide to realign executive compensation in 2026?

The Committee cited the success of the Company’s transformation, greater scope and complexity of senior roles, and heightened risk of losing key talent. External recruiting activity and comparisons to large U.S. airline peers supported aligning pay to average total direct compensation at those peers.
SOUTHWEST AIRLINES CO false 0000092380 0000092380 2026-08-05 2026-08-05
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2026

 

 

LOGO

 

SOUTHWEST AIRLINES CO.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   1-7259   74-1563240
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

 

P. O. Box 36611  
Dallas, Texas   75235-1611
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (214) 792-4000

 

Not Applicable

Former name or former address, if changed since last report

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange
on which registered

Common Stock ($1.00 par value)   LUV   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 5.02

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

Item 5.02(e)

On August 5, 2026, the Compensation Committee (“Committee”) of the Board of Directors (the “Board”) of Southwest Airlines Co. (the “Company”) approved changes to annual base salaries, effective August 15, 2026, and long-term incentive opportunity targets for certain officers of the Company, including the Company’s named executive officers. The Committee also recommended, and the independent directors of the Board approved, changes to Bob Jordan’s annual base salary, effective August 15, 2026, and long-term incentive opportunity target.

As part of the Committee’s annual executive compensation review performed in late 2025 and early 2026 to establish current year compensation, the Committee’s independent compensation consultant considered American Airlines Group Inc., Delta Air Lines, Inc., United Airlines Holdings, Inc., Alaska Air Group, Inc., and JetBlue Airways Corporation to be the most relevant airline peers. The comparative airline data utilized was based on 2024 compensation reported in these airlines’ 2025 proxy statements and was not aged forward to estimate 2025 or 2026 airline peer compensation. The independent consultant provided the Committee with data representing the average for the largest three airlines (American Airlines Group Inc., Delta Air Lines, Inc., and United Airlines Holdings, Inc.), a smaller carrier average (Alaska Air Group, Inc. and JetBlue Airways Corporation), and the midpoint between the largest three airline average and the smaller carrier average.

In light of the success of the Company’s transformation, the related evolution in the scope and complexity of senior executive roles, and the heightened risk of losing key senior executive talent, as evidenced by external recruiting activity involving members of the Company’s senior leadership team, in May 2026, the Committee requested that the independent compensation consultant reassess the Company’s airline peer group and related compensation benchmarking methodology.

In August 2026, after considering updated market data, the Company’s size and scale relative to its airline peers, including revenues and market capitalization, the increasing comparability of the Company’s product and commercial offerings with those of the largest U.S.-based airlines, and the importance of attracting and retaining senior executive talent, the Committee determined to align executive compensation more closely with the average total direct compensation of the Company’s three most relevant U.S.-based airline peers: American Airlines Group Inc., Delta Air Lines, Inc., and United Airlines Holdings, Inc. In making this determination, the Committee used reported 2025 peer compensation data, as disclosed in the peers’ 2026 proxy statements, and did not age that data forward to estimate 2026 compensation or project future market movement. The Committee believed this approach would position executive compensation within a reasonable range of the referenced airline peer market, and the use of unaged data was expected to result in compensation levels modestly below the 2026 market position for those peers.


Below are the approved changes to the named executive officers’ annual base salaries and long-term incentive opportunity targets as a percentage of base salary, as well as the named executive officers’ current short-term incentive opportunity targets as a percentage of base salary.

 

Name

  

Title

   Modified Base
Salary (effective
August 15,
2026)
   Modified Long-Term
Incentive Opportunity
Target (Percentage of
Base Salary)
  Short-Term Incentive
Opportunity Target
(Percentage of Base
Salary)
Bob Jordan    President, Chief Executive Officer & Vice Chairman of the Board    $1,225,000    1200%   200%
Andrew Watterson    Chief Operating Officer    $815,000    500%   150%
Tom Doxey    Executive Vice President & Chief Financial Officer    $805,000    500%   135%
Justin Jones    Executive Vice President & Chief Commercial Officer    $805,000    500%   135%
Anthony Roach    Executive Vice President & Chief Customer & Brand Officer    $805,000    500%   135%


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

        SOUTHWEST AIRLINES CO.
August 7, 2026     By:  

/s/ Jeff Novota

            Jeff Novota
      Senior Vice President Chief Legal Officer & Corporate Secretary

Filing Exhibits & Attachments

3 documents