Southwest Airlines (LUV) appoints Varun Krishna and Jason Liberty to expanded board
Rhea-AI Filing Summary
Southwest Airlines Co. appointed Varun Krishna and Jason T. Liberty to its Board of Directors, effective August 10, 2026, and expanded the Board to thirteen members. Both are non-employee directors and currently receive an annual cash retainer of $100,000, pro-rated for the June 2026–May 2027 service period, plus extensive flight-related benefits for themselves, spouses, children, and qualified charities.
Non-employee directors are also eligible for equity grants under the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan, with 2026 awards having a grant date value of approximately $170,000, and for retirement payments of $35,000 or $75,000 under the Severance Plan for Directors depending on years of service. Krishna and Liberty have not been appointed to any Board committees and the company states they have no material related-party interests requiring disclosure.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
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.
Key Figures
Board size after appointments: 13 members
Annual director cash retainer: $100,000
2026 equity award value: $170,000
+3 more
6 metrics
Board size after appointments
13 members
Board increased to thirteen members effective August 10, 2026
Annual director cash retainer
$100,000
Non-employee Board membership retainer, pro-rated for June 2026–May 2027 for new directors
2026 equity award value
$170,000
Grant date value of 2026 common stock awards for Board members
Retirement payment (≥5 years)
$35,000
Cash payment for non-employee Directors serving at least five years
Retirement payment (≥10 years)
$75,000
Cash payment for non-employee Directors serving at least ten years
Annual free passes during service
50 one-way passes + 50 charitable passes
Flight passes per year for non-employee directors during Board service
Key Terms
Travel Privileges, Amended and Restated 2007 Equity Incentive Plan, Severance Plan for Directors, Item 404(a) of Regulation S-K
4 terms
Travel Privileges other
"the Director and his or her spouse are eligible for free travel on Southwest Airlines on a reserved basis for life, and the Director shall receive 50 free oneway flight passes per year for life (collectively, “Travel Privileges”)"
Amended and Restated 2007 Equity Incentive Plan financial
"eligibility to receive equity grants pursuant to the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan"
Severance Plan for Directors financial
"eligibility for a retirement payment under the Southwest Airlines Co. Severance Plan for Directors"
Item 404(a) of Regulation S-K regulatory
"no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What board changes did Southwest Airlines (LUV) announce on August 10, 2026?
Southwest Airlines appointed Varun Krishna and Jason T. Liberty as directors, effective immediately on August 10, 2026, and increased the Board size to thirteen members, according to the company’s disclosure.
What compensation will new Southwest (LUV) directors Krishna and Liberty receive?
As non-employee directors, they receive a pro-rated $100,000 annual cash retainer for the June 2026–May 2027 period, extensive flight-related Travel Privileges, eligibility for equity grants (~$170,000 in 2026 awards), and potential retirement payments under the Severance Plan for Directors.
Are the new Southwest (LUV) directors serving on any board committees?
Southwest reports that Varun Krishna and Jason T. Liberty have not been appointed to any Board committees. Their current roles are limited to general Board membership following their August 10, 2026 appointment.
What equity compensation do Southwest Airlines (LUV) non-employee directors receive?
Non-employee directors are eligible for equity grants under the Amended and Restated 2007 Equity Incentive Plan. For 2026, before the new appointments, Board members received common stock awards with a grant date value of approximately $170,000.
What retirement benefits are available to Southwest (LUV) non-employee directors?
Under the Severance Plan for Directors, non-employee directors receive $35,000 if they have served at least five years, and $75,000 if they have served at least ten years, payable at retirement, in addition to post-service Travel Privileges.
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 10, 2026
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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 August 10, 2026, the Board of Directors (the "Board") of Southwest Airlines Co. (the "Company") appointed Varun Krishna and Jason T. Liberty as members of the Board, effective immediately. Mr. Krishna is the Chief Executive Officer of Rocket Companies, Inc. and interim Chief Executive Officer of Redfin. Mr. Liberty is the Chair and Chief Executive Officer of Royal Caribbean Cruises Ltd.
Non-employee members of the Company’s Board, including Mr. Krishna and Mr. Liberty, currently receive the following compensation:
(i) an annual retainer fee for membership on the Board of $100,000 (which will be pro-rated for Mr. Krishna and Mr. Liberty for the June 2026 – May 2027 service period);
(ii) 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 50 one-way flight passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis, and an additional 50 one-way flight passes annually for use by qualified charitable and 501(c)(3) organizations;
(iii) subsequent to Board service, (a) 50 one-way flight passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis for a five year term if the Director has served less than five terms; (b) 50 one-way flight passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis for a ten year term if the Director has served five or more terms but less than ten terms; and (c) if the Director has served at least ten terms, a lifetime privilege of 50 one-way flight passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis (credit for the length of service for the full term will be granted in the case of a Director’s appointment or retirement occurring between the Company’s annual meetings of shareholders);
(iv) subsequent to Board service, (a) if the Director has served on the Board for at least ten terms, the Director and his or her spouse are eligible for free travel on Southwest Airlines on a reserved basis for life, and the Director shall receive 50 free oneway flight passes per year for life (collectively, “Travel Privileges”); (b) if the Director has served on the Board for five terms or more but less than ten terms, the Director and his or her spouse are eligible for Travel Privileges for a period of ten years; or (c) if the Director has served on the Board for less than five terms, the Director and his or her spouse are eligible for Travel Privileges for a period of five years;
(v) eligibility to receive equity grants pursuant to the Southwest Airlines Co. Amended and Restated 2007 Equity Incentive Plan (for 2026, prior to the appointment of Mr. Krishna and Mr. Liberty 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).
Mr. Krishna and Mr. Liberty have not been appointed to any Board committees. Mr. Krishna and Mr. Liberty have no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Mr. Krishna or Mr. Liberty and any other person pursuant to which Mr. Krishna or Mr. Liberty was selected as a director, respectively.
In connection with the appointments of Mr. Krishna and Mr. Liberty, the Board increased the current size of the Board to thirteen members, effective immediately.
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 10, 2026 | By: | /s/ Jeff Novota | ||||||
| Jeff Novota | ||||||||
| Senior Vice President Chief Legal Officer | ||||||||
| & Corporate Secretary | ||||||||