DEF 14A of Southwest Airlines Co, Apr 4, 2025

DEF 14A of Southwest Airlines Co

Filed Apr 4, 2025 · FY20240001193125-25-072750

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | Name | Occupation | Independent | Director Since | Other Current Public Boards | Audit | Compensation | Nominating & Corporate Governance | Safety & Operations | Finance | | Lisa M. Atherton | President & CEO of Bell | ☑ | 2024 | — | | ● | ● | | | | Pierre R. Breber | Former Vice President & CFO of Chevron Corporation | ☑ | 2024 | 2 | ● | ● | | | | | Douglas H. Brooks | Former Chairman of the Board, President, and CEO of Brinker International, Inc. | ☑ | 2010 | — | ● | ● | | | | | C. David Cush | Former CEO of Virgin America, Inc. | ☑ | 2024 | — | | | | ● | ● | | Sarah E. Feinberg | Former Administrator of the Federal Railroad Administration | ☑ | 2024 | — | | ● | | ● | | | Robert L. Fornaro | Former CEO of Spirit Airlines and AirTran Holdings Inc. | | 2024 | 2 | | | | ● | ● | | Rakesh Gangwal | Co-founder of InterGlobe Aviation | ☑ | 2024 | — | | | ● | | ● | | David J. Grissen | Former Group President of Marriott International | ☑ | 2024 | 1 | ● | ● | ● | | | | David P. Hess | Former CEO of Arconic Corporation | ☑ | 2021 | 2 | | | ● | ● | | | Robert E. Jordan | President, CEO, and Vice Chairman of the Board of Southwest Airlines Co. | | 2022 | — | | | | | ● | | Christopher P. Reynolds | Senior Advisor to Toyota Motor North America; Former EVP and Chief Strategy Officer of Toyota Motor North America | ☑ | 2022 | — | | ● | ● | | | | Gregg A. Saretsky | Former CEO of WestJet | ☑ | 2024 | 1 | ● | | | | ● | | Patricia A. Watson | Former Chief Information and Technology Officer of NCR Atleos | ☑ | 2024 | 1 | | | ● | ● | |

  3. Director Nominees

    | ● | Committee Member |

  4. Director Nominees

    | ● | Committee Chair |

  5. Director Nominees

    | 2 | | Southwest Airlines 2025 Proxy Statement |

  6. Board Refreshment

    Board Refreshment Our Board has evolved significantly, with 11 of our 13 Director nominees appointed in the last three years. The Board and Nominating and Corporate Governance Committee are deliberate in identifying individuals with relevant skills, backgrounds, experiences, and perspectives to join the Board as we anticipate the qualifications needed to effectively guide Southwest through our continuing transformation. We are pleased to have reached a collaborative resolution with Elliott Investment Management L.P. (together with its affiliates, “Elliott”), advancing our Board refreshment with the addition of five new Directors in November 2024 who bring complementary skills and experience to our Board.

  7. Director Nominee Composition

    Director Nominee Composition In evaluating Director candidates for membership, the Nominating and Corporate Governance Committee considers numerous factors, including, for example, diversity of experience, skills, background, and geography, with the goals of obtaining varied perspectives and promoting constructive debate. The Board is composed of, and benefits from, individuals with distinguished leadership experience across multiple industries, including aviation/aerospace, transportation, manufacturing, energy, professional services, financial services, technology, government affairs, and retail. Maintaining a Board of knowledgeable professionals with the backgrounds, experiences, perspectives, and skills that will best serve the Board’s and the Company’s needs is a top priority of the Board and the Nominating and Corporate Governance Committee.

  8. Director Nominee Composition

    | Southwest Airlines 2025 Proxy Statement | | 3 |

  9. Vote Required

    | Director since: 2024 Principal Occupation President and CEO of Bell (a Textron, Inc. company) Board Committees • Compensation (Chair) • Nominating and Corporate Governance Skills and Qualifications • Airline / Aerospace • Government Affairs • Human Capital • Logistics / Operations • Risk Management • Safety | LISA M. ATHERTON Age: 50 | Independent Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Executive leadership and operational expertise, including in the commercial and defense aviation industry as CEO, and formerly COO, of Bell, a subsidiary of Textron, Inc. (“TXT”) and leading global supplier of innovative products for defense and commercial helicopter customers, and as a member of the Corporate Leadership Team of TXT. In these roles, Ms. Atherton has overseen strategic direction and the overall management of business development efforts, including leading complex business segments through a rebranding and the successful integration of a major military training segment acquisition. • Extensive aerospace and aviation experience, including in M&A and strategic planning, having overseen approximately $3.5 billion worth of aviation contracts, consisting of a mix of military, parapublic and commercial contracts, as President and CEO of Bell and approximately $1.5 billion worth of military and defense contracts as President and CEO at Textron Systems, a leading developer of crewed and uncrewed military ground vehicles, with a focus on aircraft systems. She has also presided over synergistic acquisitions to strategically expand the company’s portfolio of military-grade product and services offerings. These experiences enable Ms. Atherton to share valuable insights as Southwest executes on its strategic transformational plan. • Valuable perspective on governmental regulation and contracting, with over 20 years of experience interacting with regulators acquired through her roles in the private sector at the Textron and Bell suite of businesses and eight years of service at Air Combat Command’s Directorate of Requirements, where she helped to shape the budget and operational requirements and needs for the Combat Air Forces. | | | Business Experience • President and CEO, Bell (2023 – present) • Chief Operating Officer (2023) • President and CEO, Textron Systems (2017 – 2023) • Executive Vice President, Military Business, Bell Helicopter (2015 – 2017) • Vice President, Global Military Business Development (2014 – 2015) • Directorate of Requirements, Air Combat Command, United States Air Force (1999 – 2007) |

  10. Vote Required

    | Director since: 2024 Principal Occupation Former Vice President and CFO of Chevron Corporation Board Committees • Audit • Compensation Skills and Qualifications • Environmental / Sustainability • Finance & Accounting • Government Affairs • Logistics / Operations • Risk Management • Safety • Technology | PIERRE R. BREBER Age: 60 | Independent Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Proven track record of leading company turnaround. As the Chief Financial Officer of Chevron Corporation, a multinational energy corporation (“Chevron”), Mr. Breber led Chevron’s strategy to “win back” investors, resulting in stock prices rising after a decade of underperformance. Mr. Breber boosted investor confidence in the energy sector and maintained Chevron’s sector-leading valuation and reputation by instilling capital discipline and championing a lower carbon strategy. Mr. Breber also oversaw the growth of Chevron’s global trading and shipping operations and worldwide refining, marketing, and chemicals businesses, effectuating double digit returns on capital employed. • Deep financial experience, leading global and multi-national businesses with annual after-tax profits greater than $1 billion for 8 years. Mr. Breber guided well-timed, value additive acquisitions at Chevron, including the completion of over $20 billion in highly accretive bolt on acquisitions with Noble Energy Inc. and PDC Energy Inc. and signing a $60 billion deal to acquire Hess Corporation and transform Chevron’s long term growth portfolio. Mr. Breber also encouraged the acquisition of Renewable Energy Group (“REG”) in 2022 when growth stocks fell, accelerating progress in renewable fuels at a price 10% below REG’s prior secondary offering. • Commitment to balanced energy transition. Mr. Breber has been steadfast in his support of capital and carbon efficient growth in both traditional and new energy sources – understanding that perpetual dividend growth requires profitable businesses now and in the future. As investor focus on environmental prudence grew during his tenure at Chevron, Mr. Breber helped steer an approach that balanced returns to shareholders with positioning the company into new energy businesses where it had competitive advantages. | | | Business Experience • Vice President and Chief Financial Officer, Chevron Corporation (2019 – 2024) • Executive Vice President – Downstream and Chemicals (2016 – 2018) • Executive Vice President – Gas and Midstream (2014 – 2015) • Managing Director, Asia South Business Unit (2011 – 2013) • Vice President and Treasurer (2009 – 2010) • Head of Investor Relations (2000 – 2003) • Various Roles (1989 – 2000) Other Public Company Board Experience • The Clorox Company (2024 – present) • PACCAR Inc. (2024 – present) • Air Liquide S.A. (2021) Other Professional Memberships • Johnson Advisory Council, Cornell University (2021 – present) • Board of Directors, United Way Bay Area, a non-profit assisting people living in poverty (2015 – 2024) • Board of Directors, Thurgood Marshall College Fund (2021 – 2023) |

  11. Vote Required

    | Director since: 2010 Principal Occupation Former Chairman, President, and CEO of Brinker International, Inc. Board Committees • Audit (Chair) • Compensation Skills and Qualifications • Finance & Accounting • Human Capital • Logistics / Operations • Marketing / Brand Management • Public CEO • Risk Management | DOUGLAS H. BROOKS Age: 72 | Independent Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Experience leading transformational corporate strategy. During his tenure as Chairman of the Board, President and CEO of Brinker International, Inc., a multinational portfolio of restaurants, Mr. Brooks led the company’s portfolio optimization efforts through the sale of its interests in Big Bowl Asian Kitchen, Corner Bakery Café, Rockfish Seafood Grill, Romano’s Macaroni Grill, and On the Border Mexican Grill & Cantina brands to focus its efforts on its two core assets, Chili’s Grill & Bar and Maggiano’s Little Italy. Over the course of his tenure as COO and subsequently CEO, Brinker delivered shareholder returns in excess of 185%. • Decisive leader with well-honed operational planning judgment. Mr. Brooks’ career is exemplified by a consistent pattern of business enhancement, with a focus on growing shareholder value. As CEO, Mr. Brooks led Brinker in stabilizing its balance sheet following the 2008 financial crisis by paying down debt and paring back costs and then returned significant capital to shareholders through share buyback programs and a 30% increase to the dividend. • Accomplished public company director. In his capacity as a director of AutoZone, Inc., the leading retailer and a leading distributor of automotive replacement parts and accessories in the U.S., Mr. Brooks oversaw both business transformations and crucial strategic transitions, including share repurchase programs, international expansion and the successful execution of a CEO succession plan. Over the course of his tenure as director, AutoZone delivered a total shareholder return of over 450%, and, between 2017 and 2022, its revenues increased by over 50%, from $10.8 billion to $16.25 billion. As a director of Clubcorp Holdings, Mr. Brooks oversaw the company’s strategic review that led to the company being taken private by Apollo in a $1.1 billion transaction. | | | Business Experience • Chairman, President, and CEO, Brinker International, Inc. (2004 – 2013) • President (2004 – 2013) • Chief Operating Officer (1999 – 2003) • Executive Vice President (1998 – 1999) • President, Chili’s Grill & Bar (1994 – 1998) • Senior Vice President—Chili’s Operations (1992 – 1994) • Senior Vice President—Central Region Operations (1987 – 1992) Other Public Company Board Experience • AutoZone, Inc. (2013 – 2022) • Clubcorp Holdings, Inc. (2013 – 2017) • Brinker International, Inc. (1994 – 2013) Other Professional Memberships • Professional Advisory Board, St. Jude Children’s Research Hospital (1999 – present) • Board of Regents, University of Houston System (2018 – 2023) • Board of Directors, Limbs for Life (1999 – 2021) |

  12. Vote Required

    | Director since: 2024 Principal Occupation Former CEO of Virgin America, Inc. Board Committees • Finance • Safety and Operations Skills and Qualifications • Airline / Aerospace • Finance & Accounting • Government Affairs • Logistics / Operations • Marketing / Brand Management • Public CEO • Risk Management • Safety • Technology | C. DAVID CUSH Age: 65 | Independent Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Extensive airline industry expertise, with over 30 years of experience in the aviation industry. Mr. Cush has held leadership roles in many aspects of the airline business, including operations, finance, marketing, and sales – most recently serving as Chief Executive Officer of Virgin America, Inc. (“Virgin America”). Mr. Cush previously worked at American Airlines Group Inc. for over 20 years, where he was responsible for worldwide sales activity and oversaw the reorganization of the airline’s St. Louis Hub. • Track record of leading companies through dynamic events. Joining just after the airline’s inaugural flight, Mr. Cush led Virgin America to realize its first annual profit and oversaw its successful initial public offering. Mr. Cush guided Virgin America through the turmoil of the financial crisis and a subsequent period of rapid growth. As Chief Executive Officer, Mr. Cush also played a key role in negotiating Virgin America’s nearly $4 billion acquisition by Alaska Air Group Inc. at an 80% premium to Virgin America’s share price. Mr. Cush ushered Service King Collision Repair Centers, Inc., a national operator of auto body collision repair facilities, through the COVID-19 pandemic in his role as Chief Executive Officer, ultimately assisting in the company’s merger with Crash Champions. • Accomplished public company executive and board member. Mr. Cush brings a well-versed leadership presence to our Board, having served as chief executive officer and chief operating officer across multiple companies and on public company boards for over 12 years. | | | Business Experience • Chief Executive Officer, Service King Collision Repair Centers, Inc. (2018 – 2022) • President, Chief Executive Officer, Virgin America, Inc. (2007 – 2016) • Senior Vice President of Global Sales, American Airlines Group Inc. (2004 – 2007) • Vice President of the St. Louis Hub (2003 – 2004) • Vice President of International Planning & Alliances (2000 – 2003) • Various Roles (1986 – 1998) • Chief Operating Officer, Aerolíneas Argentinas S.A. (1998 – 2000) Other Public Company Board Experience • Virgin America, Inc. (2007 – 2016) • Vought Aircraft Industries, Inc. (2007 – 2010) Other Professional Memberships • Board of Directors, VIVE Collision (2024 – present) • Advisory Board, Amgine Technologies, Inc. (2023 – present) |

  13. Vote Required

    | Director since: 2024 Principal Occupation Former Administrator of the Federal Railroad Administration Board Committees • Compensation • Safety and Operations Skills and Qualifications • Airline / Aerospace • Environmental / Sustainability • Government Affairs • Human Capital • Logistics / Operations • Marketing / Brand Management • Risk Management • Safety • Technology | SARAH E. FEINBERG Age: 47 | Independent Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Proven commitment to safety and efficient, scalable operations in highly regulated industries. Ms. Feinberg brings a wealth of experience as a transportation executive and operator, and as a former federal safety regulator, which supports Southwest’s commitment to ensuring the Company’s safe and efficient operations. As Administrator at the Federal Railroad Administration, the safety regulator for the U.S. passenger and freight rail system, Ms. Feinberg focused on enhancing the safety of the rail network after a series of accidents. During her tenure, Ms. Feinberg aggressively enforced safety regulations and oversaw billions of dollars in investments to improve the safety of the rail system. • Extensive transportation operations experience. As CEO and President of the New York City Transit Authority, the largest transit system in North America, Feinberg led a 50,000 employee workforce during the COVID-19 pandemic and New York City’s recovery from the pandemic. • Extensive experience in regulatory and government affairs. Ms. Feinberg served as Senior Advisor to the White House Chief of Staff from November 2008 through July 2010 and Special Assistant to President Barack Obama, who later nominated Ms. Feinberg to fill the role of Administrator of the Federal Railroad Administration. • Strong knowledge of the transportation industry. As Chief of Staff at the U.S. Department of Transportation during the Obama administration, Ms. Feinberg oversaw and advised on a broad range of initiatives across the aviation and broader transportation sector. Ms. Feinberg most recently founded Feinberg Strategies, LLC, a strategic business consulting practice focused on the technology and transportation sectors. She also brings corporate governance experience, having served on the boards of multiple transportation service providers. | | | Business Experience • Founder, Feinberg Strategies, LLC (2017 – present) • Interim President and Chief Executive Officer, New York City Transit Authority, a public transportation operator in New York City (2020 – 2021) • Chair of the Transit Committee and Board Member, Metropolitan Transportation Authority, a public transportation operator in New York City (2019 – 2020) • Administrator, Federal Railroad Administration (2015 – 2017) • Chief of Staff to the U.S. Secretary of Transportation, U.S. Department of Transportation (2013 – 2015) • Director of Policy and Crisis Communications, Meta Platforms, Inc. (2011 – 2013) • Global Communications Director, Bloomberg L.P. (2010 – 2011) • Special Assistant to the President and Senior Advisor to the White House Chief of Staff (2009 – 2010) Other Professional Memberships • Board of Directors, Rand Logistics, Inc., a marine transportation service provider (2023 – present) • Board of Directors, Regional Plan Association, a not-for-profit regional planning organization (2024 – present) • Board of Trustees, NHP Foundation, a not-for-profit real estate organization (2020 – present) • Board of Directors, National Railroad Passenger Corporation (d/b/a Amtrak) (2015 – 2017) |

  14. Vote Required

    | Director since: 2024 Principal Occupation Former CEO of Spirit Airlines and of AirTran Holdings Inc. Board Committees • Finance • Safety and Operations Skills and Qualifications • Airline / Aerospace • Finance & Accounting • Government Affairs • Human Capital • Logistics / Operations • Marketing/ Brand Management • Public CEO • Risk Management • Safety | ROBERT L. FORNARO Age: 72 | Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Airline industry veteran with deep C-suite operational and managerial experience. Under Mr. Fornaro’s leadership as CEO, Spirit Airlines’ on-time performance increased from last place nationwide prior to his appointment in January 2016 to near the top of the industry at 81.1% in 2018. Over the course of his three-year tenure, Spirit’s share price increased 45%; second highest among major airlines. At AirTran, Mr. Fornaro served as President and CFO on a turnaround leadership team that led the transformation of the company into one of the most successful airlines in the nation. Then as CEO of AirTran, Mr. Fornaro successfully negotiated its sale to Southwest at a 69% premium. Before AirTran, Mr. Fornaro operated an aviation consulting practice and served in senior marketing and planning positions at US Airways and Northwest Airlines. • Proven track record in airline M&A and integration follow-through. Mr. Fornaro oversaw the successful acquisition of AirTran by Southwest as AirTran’s CEO and worked with Southwest as a consultant in the following years to ensure the seamless integration of the two companies. As a director at WestJet Airlines, he helped guide the airline through the challenging COVID-19 pandemic period and the repositioning of the airline’s route network and oversaw WestJet’s successful acquisition of Sunwing Airlines and Sunwing Vacations. • Expertise in navigating complex regulatory landscapes. As CEO of AirTran, Mr. Fornaro led successful lobbying efforts and negotiations with federal agencies that won the airline more landing rights at federally restricted airports in New York and Washington. His experience with the complex regulatory landscape governing the airline industry was supported by his experience as Chair of Spirit’s Safety, Security and Operations Committee, and as a member of the safety committees at WestJet and Avianca. | | | Business Experience • Principal, ParkView Partners LLC (2011 – 2015, 2019 – present) • Advisor, Southwest Airlines Co. (2011 – 2014, 2020 – 2024) • CEO, Spirit Airlines (2016 – 2018) • President (2016 – 2017) • President & CEO, AirTran Holdings Inc. (2007 – 2011) • Chairman (2008 – 2011) • President & COO, AirTran Airways Inc. (2001 – 2007) • President & CFO (1999 – 2000) • SVP – Planning, US Airways (1992 – 1998) • SVP – Planning and Alliances, Northwest Airways (1988 – 1992) Other Public Company Board Experience • Avianca Group International Limited, a leading airline in Colombia, Central America and South America (2021 – present) • WestJet Airlines (2020 – present) • Spirit Airlines, Inc. (2014 – 2019) • AirTran Holdings Inc. (2001 – 2011) |

  15. Vote Required

    | Director since: 2024 Principal Occupation Co-Founder of InterGlobe Aviation Limited Board Committees • Finance • Nominating and Corporate Governance Skills and Qualifications • Airline / Aerospace • Finance & Accounting • Human Capital • Logistics / Operations • Public CEO • Risk Management • Safety • Technology | RAKESH GANGWAL Age: 71 | Independent Chair of the Board | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Visionary leader and proven operator in the airline industry. As co-founder of IndiGo, India’s largest airline, Mr. Gangwal positioned the airline for consistent profitability in the competitive Indian market. Today, IndiGo is one of the world’s largest airlines by market cap. Earlier, he served as COO and then as President & CEO at U.S. Airways after holding executive roles at Air France and United Airlines. • Effective boardroom voice. Mr. Gangwal has extensive experience serving on the boards of public companies in the retail, travel, and technology industries and is known for his candor and changing the status quo in the companies in which he has been involved. • Extensive M&A and strategic planning experience as executive and director. As Chairman, President, and CEO, he led Worldspan Technologies, Inc., a travel technology provider, through its $1.4 billion strategic sale to Travelport. In the boardroom, Mr. Gangwal oversaw the negotiation and completion of OfficeMax’s combination with Office Depot and the sale of PetSmart to a consortium of buyers led by BC Partners for $8.7 billion. | | | Business Experience • Co-Founder, InterGlobe Aviation Limited, the parent company of low-cost carrier IndiGo • Chairman, President and CEO, Worldspan Technologies, Inc. (2003 – 2007) • President and CEO, US Airways Group, Inc. (1998 – 2001) • President and COO (1996 – 1998) • Executive Vice President, Air France (1994 – 1996) • Series of advancing roles up to SVP of Planning at United Airlines (1984 – 1994) Other Public Company Board Experience • InterGlobe Aviation Limited (2015 –2022) • Office Depot, Inc. (2013 – 2017) • CarMax, Inc. (2011 – 2017) • PetSmart, Inc. (2005 – 2015) • OfficeMax Incorporated (1998 – 2013) • US Airways (1996 – 2001) |

  16. Vote Required

    | Director since: 2024 Principal Occupation Former Group President of Marriott International Board Committees • Audit • Compensation • Nominating and Corporate Governance Skills and Qualifications • Environmental / Sustainability • Finance & Accounting • Government Affairs • Human Capital • Logistics / Operations • Marketing / Brand Management • Risk Management • Safety | DAVID J. GRISSEN Age: 67 | Independent Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Expertise in successful brand management. As former Group President of Marriott International, Inc., a global operator, franchisor, and licensor of hotel, residential, and timeshare properties (“Marriott”), Mr. Grissen is a seasoned hospitality executive with extensive experience leading a global franchise and growing a storied brand. Mr. Grissen led all functions for Marriott’s brands in the Americas and for the Ritz-Carlton and EDITION brands globally, including strategy, revenue management, sales and marketing, operations, food and beverage, technology, development and human resources. • Strong finance experience. Mr. Grissen served in several senior finance positions during his 36-year career at Marriott, culminating in the Senior Vice President of Finance & Business Development. Mr. Grissen oversaw major activities including the due diligence of the Ritz-Carlton and Renaissance acquisitions. As Group President of Marriott, he provided P&L leadership for the Americas with about 80% of the company’s fee income. • Proven track record of spearheading company growth, leading the expansion of Marriott’s Americas organization from 2,928 hotels to 5,640 properties, with another 1,800 hotels in the pipeline during his tenure. Mr. Grissen managed hotels representing approximately two-thirds of Marriott’s fee revenue and a workforce of 160,000 people, developing new leaders and driving performance at Marriott hotels across the region. | | | Business Experience • Group President, Americas, Marriott International, Inc. (2013 – 2021) • President, Americas (2010 – 2013) • Executive Vice President of the Eastern Region (2004 – 2010) • Various Roles (1986 – 2004) Other Public Company Board Experience • Chatham Lodging Trust (2021 – present) • Regis Corporation (2013-2024), Chairman (2021-2024) • Good Times Restaurants Inc. (2005 – 2010) Other Professional Memberships • Board of Directors, WaterWalk International and Consolidated Holdings, Inc., a hospitality brand (2022 – present) • Board of Directors, Greenwood Racing, Inc., a casino, betting, and racing company (2021 – 2023) |

  17. Vote Required

    | Director since: 2021 Principal Occupation Former CEO of Arconic Corporation Board Committees • Nominating and Corporate Governance • Safety and Operations (Chair) Skills and Qualifications • Airline / Aerospace • Environmental /Sustainability • Finance & Accounting • Government Affairs • Human Capital • Logistics / Operations • Marketing / Brand Management • Public CEO • Risk Management • Safety • Technology | DAVID P. HESS Age: 69 | Independent Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Seasoned executive with over four decades of aerospace background. Under Mr. Hess’ leadership, Hamilton Sundstrand, a manufacturer of aerospace and industrial products, became the largest systems supplier of Boeing’s 787 aircraft. As President of Pratt & Whitney, an aerospace manufacturer, Mr. Hess expanded the company’s reach and influence, including through achieving sole-source position on key aircraft models and acquiring a majority share in International Aero Engines, an important partner. • Effective leader of strategic transformations. At Arconic (now Howmet Aerospace, Inc.), a metals manufacturing business that serves the aerospace market, among others, Mr. Hess stepped in as interim CEO while the company, recently having split off from Alcoa, underwent a significant business transformation and leadership transition. In this role, he led the company through the initial stages of a business and management transition that eventually culminated in its further separation into Howmet Aerospace, specializing in engineered products and forgings, and Arconic, specializing in building materials and construction systems. • Extensive boardroom experience at aerospace, defense, and industrial materials companies. Mr. Hess has served as a board member of companies like Woodward, Inc., a global leader in the design, manufacture, and service of energy conversion and control solutions for aerospace and industrial equipment; Allegheny Technologies, a manufacturer of industrial metals; and Arconic, where, as CEO, he oversaw the company’s transition after a major split-off transaction and helped set the stage for further transformational transactions. Mr. Hess leverages his boardroom experience in the aerospace industry to provide insights on Southwest’s strategy and operations. | | | Business Experience • CEO, Arconic Corporation (2017 – 2018) • Executive Vice President and Chief Customer Officer for Aerospace, United Technologies Corporation (2015 – 2017) • President, Pratt & Whitney, a subsidiary of United Technologies Corporation (2009 – 2014) • President, Hamilton Sundstrand (2004 – 2009) Other Public Company Board Experience • Woodward, Inc. (2021 – present) • Allegheny Technologies Incorporated (2019 – present) • Arconic Corporation (2017 – 2019) Other Professional Memberships • Board of Directors, Hartford HealthCare (2011 –2017), Chairman (2017 – 2020) • Board of Governors Executive Committee, Aerospace Industries Association (Chairman 2012) |

  18. Vote Required

    | Director since: 2022 Principal Occupation CEO, President, and Vice Chairman of the Board of Southwest Airlines Co. Board Committees • Finance Skills and Qualifications • Airline / Aerospace • Environmental / Sustainability • Finance & Accounting • Government Affairs • Human Capital • Logistics / Operations • Marketing / Brand Management • Public CEO • Risk Management • Safety • Technology | ROBERT E. JORDAN Age: 64 | Chief Executive Officer, President, and Vice Chairman of the Board | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Extensive operating experience in the airline industry. Mr. Jordan has served in 15 different positions at Southwest. As Executive Vice President Corporate Services, Mr. Jordan oversaw various functions, including technology, enterprise management, corporate strategy, and innovation. As Executive Vice President & Chief Commercial Officer, Mr. Jordan led key revenue-generating departments such as marketing and network planning. As Executive Vice President Strategy & Technology, Mr. Jordan aligned technological advancements with strategic business goals. Mr. Jordan’s tenure at the Company includes leadership roles across multiple departments, giving him a comprehensive understanding of the airline’s entire ecosystem. • Proven track record leading transformational and modernization initiatives. Mr. Jordan has driven innovation and modernization at Southwest by spearheading the development and upgrade of Southwest’s e-commerce platform, revamping the Rapid Rewards® loyalty program, and implementing a new reservations system. Mr. Jordan created Southwest’s first commercial organization, bringing together the Company’s marketing, network planning, and revenue management functions. He also established Southwest’s first strategic planning function and process and oversaw the development and implementation of Southwest’s current boarding process, as well as significant ancillary products, including Early Bird Check-In®, the Business Select® fare product category, and Upgraded Boarding. Mr. Jordan led Southwest’s acquisition and integration of AirTran Airways, a strategic move that expanded Southwest’s network in key markets like Washington D.C., provided access to near-international leisure markets, and increased domestic market share by 20% within a year. Mr. Jordan is leading the implementation of the Company’s transformational initiatives, designed to meet evolving Customer preferences with more choices and greater comfort and deliver increased revenue opportunities. • Strong financial acumen. Mr. Jordan served as the Chair of the Audit Committee at The Container Store from 2013 to 2023, providing financial oversight and risk management over sustained periods of year-over-year revenue growth under varied economic conditions. At Southwest, as Executive Vice President & Chief Commercial Officer, Mr. Jordan led teams covering marketing, revenue management, network planning, customer support and services, customer relations, and the customer experience. | | | Business Experience • CEO, Southwest Airlines Co. (2022 – present) • President (2023 – present) • Executive Vice President & Incoming CEO (2021 – 2022) • Executive Vice President Corporate Services (2017 – 2022) • Executive Vice President and Chief Commercial Officer (2011 – 2017) • Executive Vice President Strategy & Planning (2008 – 2011) • Executive Vice President Strategy & Technology (2006 – 2008) • Various positions (1988 – 2011) • Programmer and financial analyst, Hewlett-Packard (1987 – 1988) Other Public Company Board Experience • The Container Store Group, Inc. (2013 – 2023), Chairperson (2021 – 2023) Other Professional Memberships • Board of Directors, Airlines for America • Governors Council, Airlink, Inc. |

  19. Vote Required

    | Director since: 2022 Principal Occupation Senior Advisor, Toyota Motor North America Board Committees • Compensation • Nominating and Corporate Governance (Chair) Skills and Qualifications • Compliance • Environmental / Sustainability • Government Affairs • Human Capital • Legal Affairs • Logistics / Operations • Multinational public company executive • Risk Management • Safety • Technology | CHRISTOPHER P. REYNOLDS Age: 62 | Independent Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Experience overseeing business development, strategy, compliance, and risk management functions. At Toyota Motor North America (“TMNA”), the operating subsidiary of global automotive manufacturer Toyota Motor Corporation, in Canada, Mexico and the United States, Mr. Reynolds successfully navigated significant challenges, including the Great Recession, a major recall crisis, natural disasters in Japan, and the COVID-19 pandemic. He oversaw crucial North American functions, including strategy, business development, human resources, information technology, legal, diversity and inclusion, sustainability, regulatory affairs, and research and development. Mr. Reynolds also has extensive crisis management experience, having played a key role in Toyota’s 2010 unintended acceleration recall crisis, preparing the CEO for U.S. Congressional testimony, and contributing to subsequent organizational restructurings. • Deep operational and safety experience in the transportation industry. Mr. Reynolds’ leadership guides the delivery of quality cars to the market while ensuring safety, efficiency, innovation, and strategic investments across TMNA, which produces and sells approximately 1.8 million vehicles annually. He led teams that established Toyota’s new vehicle and component platforms in North America, including the 2019 opening of Toyota’s second assembly plant in Mexico, the 2020 opening of Toyota’s joint venture plant with Mazda in Alabama, and the establishment of Toyota’s first battery plant currently under construction in North Carolina. He also spearheaded strategic partnerships to accomplish Toyota’s carbon neutrality and mobility goals, including investments in EV charging infrastructure, hydrogen fuel cell technologies and VTOL commuter aviation. Mr. Reynolds spearheaded a strategic partnership to reduce TMNA’s carbon footprint and advance sustainable transportation solutions through the development of the innovative “Tri-gen” hydrogen-based energy production system. • Commitment to sound governance and excellence in human capital management. Mr. Reynolds’ leadership in the human resources function at TMNA provided him with significant insight into how an employee-driven, value-based company delivers excellent results, which enables him to contribute to the Board’s oversight of Southwest’s Culture that relies on active employee involvement. As Vice-Chair of the board of AT&T Performing Arts Center in Dallas and oncoming board member of the Communities Foundation of Texas, Mr. Reynolds continues to support Toyota’s engagement in the communities in which it operates. He brings a valuable perspective to the Company’s Diversity, Equity, and Inclusion efforts from his former roles as Chief Diversity Officer at TMNA and chair of the diversity committee of a top international law firm. | | | Business Experience • Senior Advisor, Toyota Motor North America (2025—present) • Executive Vice President and Chief Strategy Officer, Strategy & Innovation, Toyota Motor North America (2024 – 2025) • Executive Vice President, Chief Administrative Officer (2015 – 2024) • Head of North American Manufacturing (2018 – 2020) • Deputy Chief Officer, Toyota Motor Corporation (2015 – 2025) • Deputy Chief Officer, Global Compliance (2022 – 2025) • Deputy Chief Officer, Global Risk (2019 – 2025) • Deputy Chief Officer, General Administration and Human Resources (2015 – 2025) • Chief Legal Officer (2012 – 2015) • Group Vice President, Toyota Motor Sales, USA, Inc. (2007 – 2014) • Group Managing Partner, Morgan Lewis & Bockius LLP • Director and Former Chair, Alliance for Automotive Innovation • Assistant U.S. Attorney, Criminal Division, U.S. Department of Justice |

  20. Vote Required

    | Director since: 2024 Principal Occupation Former CEO of WestJet Board Committees • Audit • Finance (Chair) Skills and Qualifications • Airline / Aerospace • Government Affairs • Human Capital • Logistics / Operations • Marketing / Brand Management • Public CEO • Risk Management • Safety | GREGG A. SARETSKY Age: 65 | Independent Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Deep airline experience, with over 40 years of aviation leadership experience and industry knowledge. Mr. Saretsky steered WestJet Airlines Ltd. (“WestJet”) as its President and Chief Executive Officer. He served Alaska Air Group, Inc. in commercial and operational roles, overseeing the marketing and operations functions of the airline. Additionally, Mr. Saretsky previously served Canadian Airlines International Ltd. in various executive roles. Mr. Saretsky currently serves as a director at IndiGo, India’s largest airline and low-cost carrier. • Proven record of overseeing airline transformation. Mr. Saretsky led the evolution of WestJet from providing a one-dimensional product offering to having a modern commercial strategy, generating a total shareholder return of more than 100% during his eight-year tenure as Chief Executive Officer. • Accomplished leader of company expansion. Under Mr. Saretsky’s leadership, WestJet’s fleet doubled in size and stock price. Mr. Saretsky oversaw the launch of WestJet Encore, the airline’s first code-share partnerships, a rewards program, and service to Europe and brings relevant insight to the Board as Southwest implements its transformational initiatives, including global partnerships. | | | Business Experience • President and Chief Executive Officer, WestJet Airlines Ltd. (2010 – 2018) • Executive Vice President of Operations (2009 – 2010) • Executive Vice President of Flight Operations and Marketing, Alaska Air Group, Inc. (2007 – 2008) • Executive Vice President of Marketing and Planning (2002 – 2007) • Senior Vice President of Marketing and Planning (2000 – 2002) • Vice President of Marketing and Planning (1998 – 2000) • Various executive positions, Canadian Airlines International Ltd. (1985 – 1997) Other Public Company Board Experience • InterGlobe Aviation Limited (2020 – present) • Sabre Corporation (2020 – 2024) Other Professional Memberships • Advisory Board, RECARO Holding GmbH, a German Industrial Company (2018 – present) • Board of Directors, Wood Buffalo Economic Development Corporation, an organization focused on regional economic growth and tourism (Chairperson 2018 – 2024) |

  21. Vote Required

    | Director since: 2024 Principal Occupation Former Chief Information & Technology Officer of NCR Atleos Corporation Board Committees • Nominating and Corporate Governance • Safety and Operations Skills and Qualifications • Airline / Aerospace • Government Affairs • Human Capital • Logistics / Operations • Marketing/ Brand Management • Risk Management • Technology | PATRICIA A. WATSON Age: 59 | Independent Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Experience implementing new technology initiatives, with a track record of developing modernization plans and overseeing IT transformations at large, complex financial services and transportation/logistics companies. Ms. Watson served as Chief Information Officer at NCR Corporation, a commerce technology solutions company, as NCR Corporation completed a spin-off transaction into two independent, publicly traded companies. Ms. Watson then served as EVP, Chief Information and Technology Officer at NCR Atleos, a financial services company focused on manufacturing, technology and servicing/logistics for the world’s largest independent ATM network and over 600,000 ATM’s for financial institutions. Ms. Watson had responsibility for defining the technology strategy for all aspects of technology from cybersecurity, data and analytics, infrastructure operations, corporate systems, and product software engineering. • Strong cybersecurity and risk management knowledge. Ms. Watson brings a wealth of knowledge in technology-related risk management and cybersecurity oversight to our Board, as companies experience heightened legislative and regulatory focus on cybersecurity and Southwest continues to invest in technology infrastructure and cybersecurity. • Accomplished logistics and aircraft background. Prior to her corporate career, Ms. Watson served in the U.S. Air Force where she served in various roles, including as a contracting and acquisition officer, delivering aircraft technology systems, Flight Commander, and as a director of operations. | | | Business Experience • Executive Vice President and Chief Information & Technology Officer, NCR Atleos Corporation (2023 – 2024) • Chief Information Officer, NCR Corporation (2022 – 2023) • President of Cloud Collaboration and Enterprise Collaboration, Intrado Corporation, a telecommunications company (2020 – 2022) • Global Chief Information Officer, Total System Services, Inc. (2015 – 2019) • Chief Information Officer, The Brink’s Company (2013 – 2015) • Various technology executive positions, Bank of America Corporation (1998 – 2013) • Captain, United States Air Force (1989 – 1998) Other Public Company Board Experience • Rockwell Automation, Inc. (2017 – present) • Texas Capital Bank, Inc. (2016 – 2020) Other Professional Memberships • Board of Directors, USAA Federal Savings Bank (2020 – 2023) |

  22. Table of Contents

    | 45 | Performance-Based Short-Term Incentive Compensation Opportunities under the STI Plan and Related Payouts | | 48 | Long-Term Incentive Compensation | | 48 | Equity Awards | | 48 | Objectives of Equity Compensation | | 48 | Approach to Equity Compensation | | 49 | RSUs | | 49 | Performance-Based RSUs | | 50 | Individual Equity Determinations for the Named Executive Officers | | 50 | Chief Executive Officer | | 50 | Executive Chairman of the Board | | 50 | Other Named Executive Officers | | 51 | Career Investment Cash Awards | | 51 | Retirement and Related Benefits | | 51 | 401(k) and Profit Sharing | | 51 | Nonqualified Deferred Compensation | | 52 | Change-in-Control Arrangements | | 53 | Perquisites and Other Benefits | | 53 | Significant Corporate Governance and Compensation Policies and Practices | | 53 | Clawback Policy | | 53 | Share Ownership Guidelines | | 54 | Limitation on Severance Payments | | 54 | Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information |

  23. Compensation Objectives and Philosophy

    Compensation Objectives and Philosophy The overall objective of the Company’s compensation programs is to provide for fair pay opportunities, while aligning these opportunities with the Company’s business objectives and priorities, including the key strategic initiatives the Company establishes from time to time to support its business objectives and priorities. The Committee balances its pay-for-performance philosophy with its view that pay should be adequate for retention purposes and should take into account internal equity. Pay-for-Performance; Shareholder View. In designing the Company’s executive compensation programs, the Committee believes in maintaining a strong and transparent pay-for-performance philosophy that emphasizes variable pay as a percentage of overall executive pay and is heavily weighted toward long-term incentive (“long-term incentive” or “LTI”) opportunities. For 2024, the Committee incorporated the following variable pay components into its executive compensation design:

  24. Compensation Objectives and Philosophy

    | • | a short-term performance-based cash incentive opportunity, of which the total value was based on the Company’s 2024 performance relative to performance metrics approved by the Committee in January 2024 because of their particular relevance to the Company and its stakeholders at the time; |

  25. Compensation Objectives and Philosophy

    | • | long-term equity incentive opportunities in the form of service-based, time-vesting restricted stock units (“RSUs”), the ultimate value of which will be tied to the Company’s stock price performance over multiple years; and |

  26. Compensation Objectives and Philosophy

    | • | a long-term performance-based equity incentive opportunity in the form of performance-based RSUs, pursuant to which the number of shares to be received, if any, will depend on the Company’s ROIC (after-tax) less Excess Cash (as defined below in “Determination of 2024 Executive Compensation; Analysis of Compensation Elements – Long-Term Incentive Compensation – Equity Awards – Performance-Based RSUs”) over multiple years. |

  27. Compensation Objectives and Philosophy

    Retention; Internal Equity. To address retention, the Committee has historically sought to balance external market competitive considerations and internal equity. The Committee believes that, to be competitive, executive compensation should be within a reasonable range of median compensation based on available and relevant market data both within and outside of the airline industry. The Committee has used this information as a point of reference when assessing the appropriateness of the Company’s executive compensation, along with the relative roles, responsibilities, performance, and tenure of the named executive officers. For purposes of this Compensation Discussion and Analysis, references to the adequacy, appropriateness, and competitiveness of compensation (and similar references), as well as comparisons to market, should be interpreted in the context of the information in this paragraph. The market data considered by the Committee is discussed below under “Role of Independent Compensation Consultant; Benchmarking; Market Data.” As an additional vehicle for retaining talent as the Company progresses on its strategic initiatives, rewards critical contributions to the Company, and addresses external market considerations, the Committee incorporated service-based and time-vesting career investment cash awards in January 2024. These cash awards were granted to certain senior officers and are scheduled to vest 50 percent on March 5, 2026, and 50 percent on March 5, 2028. Subject to death or disability, the award recipient must remain as an Employee of the Company on the applicable vesting date to receive payment, which does not include persons performing advisory or consulting services. Mr. Watterson, who received a total career investment cash award of $4,000,000, and Mr. Green, who received a total career investment cash award of $2,000,000, were the only named executive officers for 2024 to receive a career investment cash award. The amounts paid to named executive officers upon the vesting of the portions of the career investment cash awards, if any, will be included in the Summary Compensation Table for the applicable years vested. Mr. Green stepped down from his position of Executive Vice President & Chief Transformation Officer of the Company effective April 1, 2025, and forfeited his career investment award eligibility.

  28. 2024 Short-Term Incentive Compensation

    2024 Short-Term Incentive Compensation In first quarter 2024, consistent with its historic practices, the Committee established a target short-term incentive opportunity (the “STI Target Opportunity”) for each of the named executive officers, and each STI Target Opportunity was established as a percentage of the named executive officer’s base pay. In addition, total short-term incentive payouts could range from zero to 200 percent of a named executive officer’s STI Target Opportunity based on Company performance. The Committee increased the maximum incentive payouts as a percentage of a named executive officer’s STI Target Opportunity from 150 percent to 200 percent in 2024 based on available market data and the Committee’s desire to incentivize and reward extraordinary performance. Further, the Company’s maximum performance target metrics were set at a level that considered this increase in maximum payout level. The Committee did not approve any year-over-year increases in the named executive officers’ STI Target Opportunities, but chose to remain consistent with the STI Target Opportunities established for 2023 in an attempt to maintain internal and external equity to the extent feasible and thereby mitigate retention risks. Therefore, (i) Mr. Jordan’s and Mr. Kelly’s STI Target Opportunity each remained at 200 percent of base, (ii) Mr. Watterson’s STI Target Opportunity remained at 150 percent of base, and (iii) Ms. Romo’s, Ms. Rutherford’s, Mr. Green’s, and Mr. Shaw’s STI Target Opportunity remained at 135 percent of base. For 2024, each named executive officer’s STI Target Opportunity was based entirely on the Company’s performance relative to performance metrics set forth in the Company’s “Management Short-Term Incentive Scorecard.” In establishing 2024 performance metrics and related targets, the Committee sought to incentivize absolute and relative financial, customer, and operational performance, as well as achievement of the Company’s major initiatives. The 2024 quantitative performance metrics and related targets were set and approved by the Committee based on the Company’s financial and operational results and expectations without any adjustments due to the challenges faced by the Company in 2024, including with respect to significantly reduced and delayed aircraft deliveries from The Boeing Company (“Boeing”). The amounts earned were based on Company performance at 97.9 percent of target. The specific performance metrics and targets, the Committee’s associated rationales, and the Company’s performance results, are each disclosed below under “Determination of 2024 Executive Compensation; Analysis of Compensation Elements – Short-Term Incentive Compensation.” The amounts paid to the named executive officers for 2024 Short-Term Incentive Compensation are included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table for 2024.

  29. 2024 Short-Term Incentive Compensation

    | Short-Term Incentive Opportunity as a Percentage of Base Pay | | | | | 2023 | 2024 | | Robert E. Jordan | 200% | 200% | | Tammy Romo | 135% | 135% | | Andrew M. Watterson | 150% | 150% | | Linda B. Rutherford | 135% | 135% | | Ryan C. Green | 135% | 135% | | Gary C. Kelly | 200% | 200% | | Mark R. Shaw | 135% | 135% |

  30. 2024 Long-Term Incentive Compensation

    2024 Long-Term Incentive Compensation For 2024, all named executive officer long-term incentive opportunities were awarded in the form of equity awards. The Committee believes that equity should constitute a strong component of overall compensation and a significant percentage of base pay. Consistent with prior years, each of the named executive officers received a portion of their equity award in the form of time-vesting RSUs and a portion in the form of performance-based RSUs. For 2024, all the named executive officers received 50 percent of their equity value in the form of performance-based RSUs and 50 percent in the form of time-vesting RSUs. Reflecting the Committee’s belief that equity should constitute a strong component of overall compensation and a significant percentage of base pay and, taking into account the value of Mr. Jordan’s total compensation opportunity relative to market,

  31. 2024 Long-Term Incentive Compensation

    | 40 | | Southwest Airlines 2025 Proxy Statement |

  32. 2024 Long-Term Incentive Compensation

    the Committee granted equity to Mr. Jordan with a grant date fair value equal to 850 percent of base, compared with a long-term incentive opportunity of 800 percent of base for 2023. Taking into account Mr. Green’s total compensation opportunity relative to market and internal equity considerations, the Committee granted equity to Mr. Green with a grant date fair value equal to 400 percent of base, compared with a long-term incentive opportunity equal to 375 percent of base for 2023. None of the other named executive officers received an increase in long-term incentive opportunity as a percentage of base pay for 2024. The Committee awarded long-term incentive opportunities in 2023 and 2024 as a percentage of base pay to the named executive officers as follows:

  33. 2024 Long-Term Incentive Compensation

    | Long-Term Incentive Opportunity as a Percentage of Base Pay | | | | | 2023 | 2024 | | Robert E. Jordan | 800% | 850% | | Tammy Romo | 450% | 450% | | Andrew M. Watterson | 500% | 500% | | Linda B. Rutherford | 400% | 400% | | Ryan C. Green | 375% | 400% | | Gary C. Kelly | 800% | 800% | | Mark R. Shaw | 400% | 400% |

  34. 2024 Long-Term Incentive Compensation

    The performance-based RSUs will vest, if at all, depending on the Company’s financial performance over multiple years. Additional detail regarding these equity grants is included below under “Determination of 2024 Executive Compensation; Analysis of Compensation Elements – Long-Term Incentive Compensation.” Payout of Performance-Based Cash Incentive Awards and Restricted Cash Awards. In connection with the Company’s participation in the U.S. Treasury Department’s COVID-related payroll support programs, the Company committed to restricting executive compensation until April 1, 2023. Taking into account the retention risk for critical positions during this period, while maintaining a view from the perspective of the Company’s Shareholders, the Company incorporated performance-based cash incentive awards and restricted cash awards as elements of long-term incentive compensation. Performance-based long-term cash incentive awards were incorporated in 2021, 2022, and 2023, and restricted cash awards were incorporated in 2022 and 2023. The Committee did not award any performance-based cash incentive awards or restricted cash awards in 2024. During 2022, the Company awarded performance-based cash incentive awards to the named executive officers other than Ms. Rutherford, that were dependent on the Company’s adjusted return on invested capital (after-tax) for the performance period from January 1, 2022 to December 31, 2024. The performance-based cash incentive awards awarded in 2022 also provided that in the event the Company’s relative return on invested capital exceeded the median of a specified peer group, the minimum cash amount to be paid upon vesting would be 50.0 percent of the amount awarded. For the performance-based cash incentive awards granted in 2022, the amounts paid in February 2025 to the named executive officers were 50.0 percent of the target opportunity, based solely on the peer group qualifier. The amounts paid to the named executive officers upon vesting of 2022 performance-based cash incentive awards on February 21, 2025, is included in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table for 2024. During 2022 and 2023, the Committee also awarded restricted cash awards to the named executive officers, other than Ms. Rutherford for 2022 and other than Mr. Kelly, Ms. Rutherford, and Mr. Green for 2023. These long-term restricted cash opportunities are service-based and time-vesting over multiple years. The amounts paid to the named executive officers upon the April 15, 2024, vesting of portions of the 2022 and 2023 restricted cash awards is included in the “All Other Compensation” column in the Summary Compensation Table for 2024.

  35. Role of Independent Compensation Consultant; Benchmarking; Market Data

    Role of Independent Compensation Consultant; Benchmarking; Market Data The Committee receives information and input from its independent compensation consultant regarding, among other matters, market data and competitive compensation trends and practices. The Company’s independent compensation consultant during 2024 was Pay Governance LLC. With respect to 2024, for the named executive officers other than Mr. Kelly, the data provided by the independent consultant included reviews of the named executive officers’ base salaries, annual bonus/short-term incentive compensation opportunities, total cash compensation opportunities (base salary plus annual bonus/short-term incentive compensation), long-term incentive compensation opportunities (equity), and total direct compensation opportunities (total cash compensation plus long-term incentive compensation) relative to similar positions reported in the databases below.

  36. Role of Independent Compensation Consultant; Benchmarking; Market Data

    | General Industry – Comparable Companies | Willis Towers Watson 2023 General Industry Executive Compensation Database(1) From this database, the compensation consultant identified 33 comparable companies that were considered to be a representative sample of a select group of companies focused on transportation, brand, hospitality, and consumer-oriented businesses. | | General Industry – Total Sample | Willis Towers Watson 2023 General Industry Executive Compensation Database (543 companies) | | Airline Data | American Airlines Group Inc.; Delta Air Lines, Inc.; United Airlines Holdings, Inc.; Alaska Air Group, Inc.; and JetBlue Airways Corporation(2) |

  37. Role of Independent Compensation Consultant; Benchmarking; Market Data

    | (1) Where appropriate, the data was adjusted by the independent consultant to take into account differences in company size. |

  38. Role of Independent Compensation Consultant; Benchmarking; Market Data

    | (2) The independent consultant considered these five airlines to be the most relevant (e.g., from a competitive hiring standpoint). The airline data was based on 2022 compensation data reported in these airlines’ 2023 proxy statements and was not aged. 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. |

  39. Role of Independent Compensation Consultant; Benchmarking; Market Data

    When monitoring the data regarding the Company’s peer groups, the Committee reviewed information on comparable companies in transportation, brand, hospitality, and consumer-oriented businesses (General Industry – Comparable Companies), a group historically viewed by the independent consultant and the Committee as representative of organizations that have been particularly relevant for monitoring the adequacy of the Company’s executive pay levels and enabling the Committee to identify potential retention risks. Other airlines are constituents of this group, and for 2024, the independent consultant called out practices of select airlines for additional context on key positions and pay practices. In addition, to provide broader market context, the independent consultant provided the Committee with general industry data (General Industry – Total Sample). With respect to Mr. Kelly, prior to the effective date of the 2022 Letter Agreement, the independent consultant noted that the market data for non-CEO Executive Chair positions varies considerably due to factors including (i) the ongoing managerial responsibilities of the position and (ii) the expected tenure of the position. Due to the Committee’s expectation at the time of Mr. Kelly’s continued service as an active executive Employee with significant duties and responsibilities, the independent

  40. Role of Independent Compensation Consultant; Benchmarking; Market Data

    | 42 | | Southwest Airlines 2025 Proxy Statement |

  41. Role of Independent Compensation Consultant; Benchmarking; Market Data

    consultant provided the Committee compensation data for (i) all S&P 500 Executive Chairs, including those in short-term transitional roles, (ii) all S&P 500 Executive Chairs serving in the role for each of the past three fiscal years at that time, and (iii) all Executive Chairs as reported to the General Industry – Total Sample survey noted for the Willis Tower Watson 2021 General Industry Executive Compensation Database. The Committee also considered the relationship between Executive Chair compensation and CEO compensation using data provided by the independent consultant, for (i) all S&P 500 Executive Chairs serving in the role for each of the past three fiscal years at that time, and (ii) all S&P 500 Executive Chairs, not considered founders of the company. The Committee does not directly tie named executive officer compensation to specific market data, but instead views market data as an input, as opposed to a determinant of appropriate pay. In addition, (i) available market data is not necessarily comprehensive; (ii) in particular with respect to airlines, the amount of available data is limited and will typically reflect positions with combinations of responsibilities that do not correspond directly to the roles that are included in available market data; and (iii) with respect to Mr. Kelly, market data for non-CEO Executive Chair positions varies considerably due to various factors. In addition, because of the limited amount of airline industry data, the Committee also referenced the broader compensation data provided by general industry surveys, which can also serve as indicators of the named executive officers’ potential value to other organizations who might seek to hire them.

  42. Internal Equity; Role of Management

    | • | The Company’s People Department leaders worked with the Committee Chair and the Committee’s independent consultant to provide market data and recommendations with respect to Mr. Jordan’s compensation. |

  43. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  44. Objectives of Short-Term Incentive Compensation

    Objectives of Short-Term Incentive Compensation The Committee believes short-term incentive compensation opportunities are prevalent in the market in which the Company competes to attract, retain, and focus Employees on specific goals in the current year. Therefore, short-term incentive compensation opportunities are offered for Leadership and most professional level positions. The Committee believes short-term incentive compensation opportunities are particularly important at the officer level, in order to create both accountability and incentive for performance and to remain competitive in attracting and retaining qualified executive talent. The short-term incentive opportunities at this level are intended to (i) reflect the additional time, responsibility, and accountability associated with these positions, in particular senior executive positions; (ii) help create total compensation opportunities that are within a reasonable range of median in the marketplace; and (iii) further incentivize management to contribute to the Company’s overall performance.

  45. Approach to 2024 Short-Term Incentive Compensation

    Approach to 2024 Short-Term Incentive Compensation General. In 2024, the Committee continued to apply a structured and transparent approach to establishing the named executive officers’ STI Target Opportunities which were awarded under the Company’s Senior Executive Short Term Incentive Plan (the “STI Plan”), which provides for the payment of cash bonuses based on performance measures and targets that are pre-established by the Committee. In recent years prior to 2023, 80 percent of each named executive officer’s STI Target Opportunity was based on performance measures and targets pre-established by the Committee while 20 percent was based on a subjective determination of the named executive officer’s performance and individual contributions. In order to more closely align pay outcomes with Company performance and Shareholder interests, beginning in 2023, 100 percent of the value of each named executive officer’s STI Target Opportunity has been based on the Company’s performance relative to measures and targets approved by the Committee. The Committee established STI Target Opportunities for each of the named executive officers in the first quarter of 2024. The STI Target Opportunities were equal to a percentage of each of the named executive officer’s respective base pay amounts, with differences in percentages generally reflecting differences in levels of responsibility. The Committee did not approve any year-over-year increases in the named executive officers’ STI Target Opportunities for 2024, but chose to remain consistent with the STI Target Opportunities established for 2023 in an attempt to maintain internal and external equity to the extent feasible and thereby mitigate retention risks. Therefore, (i) Mr. Jordan’s and Mr. Kelly’s STI Target Opportunity each remained at 200 percent of base, (ii) Mr. Watterson’s STI Target Opportunity remained at 150 percent of base, and (iii) Ms. Romo’s, Ms. Rutherford’s, Mr. Green’s,

  46. Approach to 2024 Short-Term Incentive Compensation

    | 44 | | Southwest Airlines 2025 Proxy Statement |

  47. Approach to 2024 Short-Term Incentive Compensation

    and Mr. Shaw’s STI Target Opportunity remained at 135 percent of base. As discussed below, the short-term incentive payout for each of the named executive officers could range from zero to 200 percent of the named executive officer’s STI Target Opportunity shown above. Performance-Based Short-Term Incentive Compensation Opportunities under the STI Plan and Related Payouts. Pursuant to the STI Plan, since 2013, the Committee has annually established performance metrics and targets in connection with the named executive officers’ STI Target Opportunity using a Management Incentive Scorecard (the “Scorecard”). The Committee believes the Scorecard mechanism has remained relevant and effective despite the significant and varying challenges faced by the Company over the years, including the challenges posed by the pandemic, the Company’s December 2022 operational disruption, and the significant Boeing aircraft delivery delays. In addition, the Committee believes there is value in maintaining a consistent structure for assessing short-term incentive payouts. In designing the Scorecard for 2024, the Committee sought to incentivize absolute and relative financial, customer, and operational performance, as well as achievement of the Company’s major initiatives. The Scorecard included specific weighted metrics corresponding with the Company’s business objectives and priorities and related major initiatives. The Committee also chose these metrics because of their relevance to the Company’s Shareholders, Employees, and Customers for 2024. In particular, the Committee continued to use EBITDA, excluding special items as disclosed from time to time in the Company’s earnings releases and filings with the SEC, as the financial metric in the Scorecard and kept the financial metric weighting at 50 percent of the total Scorecard. The Committee determined that the Company performed at 97.9 percent of target for 2024, compared with Company performance at 57.5 percent of target for 2023. The specific 2024 Scorecard metrics, targets, and weightings, as well as the results and payout percentages for 2024, are set forth in the table below.

  48. 2024 Management Incentive Scorecard

    | (2) The financial performance metric shall have a floor depending upon the Company’s 2024 NonGAAP net income margin performance versus U.S. airline competitors. If the Company maintains its 2023 relative net income margin position versus the peer group (Delta, American, United, Alaska, JetBlue, Frontier, Spirit, Allegiant, and Hawaiian), the financial performance floor will be 50 percent. If the Company improves a position, the floor will be 75 percent. If the Company improves two positions, the floor will be 100 percent. In 2023, the Company ranked 5th in relative net income margin performance versus the peer group. The Company maintained 5th place in 2024, triggering the qualifier, and making the financial success floor equal to 50 percent. |

  49. 2024 Management Incentive Scorecard

    | (3) Payout percentage based on reported rounded actuals. |

  50. 2024 Management Incentive Scorecard

    | (5) In May 2024, because the “Customer complaints” metric was not available from the DOT, the Committee determined to amend the Scorecard to use the JD Power Airline Customer Satisfaction Ranking in place of the DOT customer complaint metric as one of the seven operational performance metrics for Scorecard purposes. |

  51. 2024 Management Incentive Scorecard

    | (6) If the Company’s ranking falls between two payout thresholds, the payout will be calculated linearly between those thresholds. If the Company’s annualized average ranked score is better than the midpoint between the annualized average ranked scores of the competitors immediately above and below the Company, the exact payout will be calculated linearly between the midpoint and the nearest competitor’s ranked score above the Company. |

  52. 2024 Management Incentive Scorecard

    | Metric | Definition | | On-time arrivals | On-time calculation is determined by the number of marketing carrier(*) domestic and international flights arriving at the gate less than 15 minutes after the scheduled arrival time as a percentage of the total number of scheduled domestic and international flights as measured from January 1, 2024, to December 31, 2024. | | Completion factor | Completion factor is defined by the total number of cancelled flights subtracted from the total number of scheduled marketing carrier domestic and international flights and divided by the total number of scheduled domestic and international flights as measured from January 1, 2024, to December 31, 2024. | | Extreme Delays | Extreme delays are defined by the total number of marketing carrier domestic and international flights with delays greater than 45 minutes as a percentage of the total number of scheduled domestic and international flights as measured from January 1, 2024, to December 31, 2024. | | 2-hour tarmac delays | Two-hour tarmac delays are defined by the total number of operating carrier domestic flights delayed on tarmac for more than 2 hours as a percentage of the total number of scheduled domestic flights as measured from November 1, 2023, to October 31, 2024. | | Mishandled baggage | The mishandled baggage rate is defined by the total number of mishandled bags per 100 enplaned bags (checked bags enplaned including wheelchairs and scooters in cargo) for scheduled domestic flights as measured from November 1, 2023, to October 31, 2024. | | Involuntary bumping | Involuntary bumping is defined by the total number of passengers bumped involuntarily per 10,000 passengers by marketing carrier on domestic flights as measured from October 1, 2023, to September 30, 2024. | | Customer complaints | Customer complaints were initially defined by the total number of complaints per 100,000 passengers by operating carrier on domestic and international flights as measured from November 1, 2023, to October 31, 2024. In May 2024, because the “Customer complaint” metric was not available from the DOT, the Committee determined to amend the Scorecard to use the JD Power Airline Customer Satisfaction Ranking in place of the DOT customer complaint metric as one of the seven operational performance metrics for Scorecard purposes. |

  53. 2024 Management Incentive Scorecard

    | • | the Scorecard creates a multi-dimensional tool on an annual basis to determine overall short-term incentives based on Company performance, so that factors that are deemed significant to the industry and operational performance may be considered in addition to financial measures; |

  54. 2024 Management Incentive Scorecard

    | • | the Scorecard enables the Committee to determine an appropriate mix of absolute and relative performance measures in alignment with Shareholder interests; |

  55. 2024 Management Incentive Scorecard

    | • | the Committee believes there is value in maintaining a consistent structure for assessing short-term incentive payments and therefore incorporates standards with which Employees are already familiar and to which Employees are likely to respond; |

  56. 2024 Management Incentive Scorecard

    | • | because the Scorecard goals are designed to be highly relevant to the Company and its Shareholders, Customers, and Employees, there is a strong correlation between the Scorecard and the manner in which the Company manages and measures its own performance; and |

  57. 2024 Management Incentive Scorecard

    | • | the use of a multi-dimensional and balanced guide for short-term incentives, using quantitative and qualitative measures, mitigates the risk that can be created when financial results are the only drivers of incentive payments. |

  58. Long-Term Incentive Compensation

    Long-Term Incentive Compensation During 2024, the Committee granted long-term incentive awards in the form of RSUs and performance-based RSUs. As discussed further below, the Committee continued to believe long-term incentive compensation should constitute a significant percentage of total compensation and thereby serve as (i) the primary method for bringing total direct compensation opportunities in line with market, (ii) a driver of the Company’s long-term performance through alignment of compensation opportunities with the Company’s long-term objectives, and (iii) a significant retention vehicle. The Committee believes the continued use of RSUs and performance-based RSUs enabled the Committee to maintain consistency with its historical emphasis on long-term incentive opportunities, including a significant percentage granted as performance-based opportunities. For 2024, the performance-based components of the aggregate long-term incentive awards constituted 50 percent of the total long-term incentive opportunity for each of the named executive officers. The Committee believes these structures aligned the named executive officers’ long-term incentive compensation with Shareholder interests without unnecessarily reducing the retention value of these awards.

  59. Equity Awards

    Equity Awards Objectives of Equity Compensation. Equity awards are used by the Company to (i) further align the interests of the Company’s senior leadership with the interests of the Company’s Shareholders, (ii) serve as a performance-based method to address the competitiveness of the Company’s compensation, and (iii) also serve as a long-term retention vehicle by incentivizing and rewarding achievement of the Company’s long-term objectives. In 2024, the Committee awarded equity incentive opportunities to attract and retain Employees at the manager level and above, as well as other targeted positions where equity awards are prevalent in the market in which the Company competes for those positions. With respect to other Employees, the Company has typically placed more emphasis on cash compensation. Approach to Equity Compensation. The Committee has a long-held and consistent view that equity should constitute a strong component of overall compensation and a significant percentage of base pay. The Committee applies its judgment in determining the size of equity awards, which involves (i) informing itself of practices and levels of equity pay in the market for a given position and (ii) thereby also informing itself of potential retention risks. Based on this information, for 2024, the Committee established the size of the equity awards as a percentage of base pay, having taken into account internal and external equity, total direct compensation for each individual, and an individual’s specific responsibilities.

  60. Equity Awards

    | 48 | | Southwest Airlines 2025 Proxy Statement |

  61. Equity Awards

    The Committee granted equity awards in the form of service-based, time-vesting RSUs and performance-based RSUs that are each settleable in shares of common stock. Total equity for the named executive officers consisted of 50 percent time- vesting RSUs and 50 percent performance-based RSUs. This allocation reflects the Committee’s desire to maintain performance- based compensation as a significant percentage of total compensation. RSUs. The RSUs granted to the named executive officers in 2024 are settleable in shares of common stock and are scheduled to vest with respect to one-third of the shares covered thereby annually, which vesting began on February 21, 2025. Other than in connection with death, disability, or a “qualified retirement,” vesting is subject to the individual’s continued service as an Employee, Board member, or advisor through the vesting date. In the event of an individual’s death or disability, any of the individual’s RSUs that have not yet vested will (i) in the case of time-vesting RSUs, fully vest as of the date of termination, and (ii) in the case of performance-based RSUs, remain outstanding as if the individual’s service has not terminated and will continue to vest in accordance with the schedule set forth in the notice of the grant. If an individual’s service has terminated no earlier than 12 months after the date of grant, in the event of a “qualified retirement,” any outstanding unvested RSUs will remain outstanding as if the individual’s service has not terminated and will continue to vest in accordance with the schedule set forth in the notice of the grant. An individual’s termination of service will be considered a “qualified retirement” if (a) the individual has completed at least 10 years of continuous service, (b) the individual’s age plus completed years of continuous service equal at least 65 at the time of the individual’s termination of service, and (c) the individual has not been terminated for cause. Performance-Based RSUs. Performance-based RSUs are also settleable in shares of common stock. Performance-based RSUs granted in 2024 will vest, if at all, on February 21, 2027. As shown in the table below and the Grants of Plan-Based Awards in Fiscal 2024 table, the number of shares that will be received by each of the named executive officers, as of the vesting date, if any, will be determined based on the Company’s achievement of the average ROIC (after-tax) less Excess Cash targets set forth in the table below over a three-year period; provided that, (i) in the event the Company’s ROIC (after-tax) less Excess Cash for the three-year performance period is greater than zero and its return on invested capital relative to a specified peer group, as determined by the Committee using its reasonable efforts to assess return on invested capital on a comparable basis across the peer group (“Relative ROIC”), exceeds the median (i.e., 50th percentile) of the specified peer group, the minimum number of performance-based RSUs that will vest and the minimum number of shares of common stock to be issued as of the vesting date will be equal to the grant amount times 50 percent; and (ii) in the event the Company’s Relative ROIC ranks highest in the peer group, the minimum number of performance-based RSUs that will vest and the minimum number of shares of common stock to be issued as of the vesting date will be equal to the grant amount times 100 percent. In the event this peer group qualifier is used, the number of shares of the Company’s common stock to be issued as of the vesting date will be determined based on the Company’s relative position within the top half of the peer group. The Committee chose ROIC (after-tax) less Excess Cash as the primary long-term performance metric to further align the Company’s incentive compensation with the Company’s focus on its effectiveness in generating returns to its Shareholders. With respect to performance-based RSUs granted in 2021 and 2022, the Committee selected an impermanent maximum payout opportunity of 300 percent to reward extraordinary results and to motivate and retain existing talent while aligning executive incentives with Shareholder interests. In 2023, with the business stabilized and recovery from the COVID-19 pandemic underway, the Committee returned to its historical and more typical approach of setting the maximum performance level at 200 percent. In 2024, the Committee maintained the maximum performance level at 200 percent. Consistent with the approach taken in establishing performance-based short-term incentive compensation opportunities for 2024, the quantitative performance metrics and related targets for the 2024 performance-based RSU grants were set and approved by the Committee based on the Company’s financial and operational results and expectations without any adjustments due to the effects of the significant Boeing aircraft delivery delays.

  62. Equity Awards

    | Performance Period | Vesting Date | ROIC (after-tax) less Excess Cash in Performance Period(1) | Number of Performance-Based RSUs Vesting and Settleable in Common Stock as of the Vesting Date(1)(2) | | January 1, 2024 through December 31, 2026 | February 21, 2027(3) | 8.0% or greater | Grant Amount x 10% | | | | 10.0% | Grant Amount x 100% | | | | 12% | Grant Amount x 150% | | | | 15.0% or greater | Grant Amount x 200% |

  63. Equity Awards

    | (1) “ROIC (after-tax) less Excess Cash” means After-tax Adjusted Operating Income divided by Adjusted Average Invested Capital excluding Excess Cash. “After-tax Adjusted Operating Income” means Operating income (calculated in accordance |

  64. Equity Awards

    | Southwest Airlines 2025 Proxy Statement | | 49 |

  65. Equity Awards

    | with Accounting Principles Generally Accepted in the United States (GAAP)) as adjusted to reflect the impact to Operating income from (a) fuel contracts (net), (b) special items, as disclosed from time to time in the Company’s earnings releases and filings with the SEC, (c) aircraft leases (net), and (d) fuel hedge premium expense, with each such adjustment tax affected, as appropriate. For any individual year in which the After-tax Adjusted Operating Income is a loss, it will be set at zero. “Adjusted Average Invested Capital” for an individual year in the three-year performance period means an average of the five most recent quarter end balances of debt, net present value of aircraft leases, and equity adjusted for hedge accounting. “Excess Cash” means the average annual cash and cash equivalents and short-term investments balances in excess of $6.0 billion, which is subtracted from the Adjusted Average Invested Capital in each period’s ROIC calculation. ROIC (after-tax) less Excess Cash for the entire Performance Period will be the average of the ROIC (after-tax) less Excess Cash of the three individual years in the performance period. For purposes of the ROIC (after-tax) less Excess Cash calculation, the assumed federal tax rate is 24 percent. In addition, in the event of a change in the corporate tax rate that the Committee deems to significantly impact the Company’s ROIC (after-tax) less Excess Cash results, the Committee shall have the authority to adjust the ROIC (after-tax) less Excess Cash calculation in its sole discretion. The percentage of performance-based RSUs that will vest, if any, based on ROIC (after-tax) less Excess Cash, will be interpolated between the ROIC (after-tax) less Excess Cash targets set forth above only after the minimum performance level has been achieved. |

  66. Equity Awards

    | (2) In the event the Company’s ROIC (after-tax) less Excess Cash for the three-year performance period is greater than zero and its Relative ROIC exceeds the median (i.e., 50th percentile) of the specified peer group, the minimum number of performance-based RSUs that will vest and the minimum number of shares of common stock to be issued as of the vesting date will be equal to the grant amount times 50 percent. In the event the Company’s Relative ROIC ranks highest in the peer group, the minimum number of performance-based RSUs that will vest and the minimum number of shares of common stock to be issued as of the vesting date will be equal to the grant amount times 100 percent. In the event this peer group qualifier is used, the number of shares of the Company’s common stock to be issued as of the vesting date will be determined based on the Company’s relative position within the top half of the peer group. |

  67. Equity Awards

    | (3) Other than in connection with death, disability, or a “qualified retirement,” vesting is subject to the individual’s continuous service as an Employee, Board member, or advisor from the date of grant through the vesting date. In the event of an individual’s death or disability, the individual’s performance-based RSUs will remain outstanding as if the individual’s service had not terminated. If the individual’s service has terminated no earlier than 12 months after the date of grant, in the event of a “qualified retirement,” such individual’s performance-based RSUs will remain outstanding as if the individual’s service has not terminated and will otherwise be settleable in accordance with the notice of grant and applicable terms and conditions; however, the number of shares received upon settlement will be prorated based on the individual’s number of days of service between the date of grant and the end of the Performance Period. An individual’s termination of service will be considered a “qualified retirement” if (a) the individual has completed at least 10 years of continuous service; (b) the individual’s age plus completed years of continuous service equal at least 65 at the time of the individual’s termination of service; and (c) the individual has not been terminated for cause. |

  68. Equity Awards

    Individual Equity Determinations for the Named Executive Officers. Chief Executive Officer. In accordance with the Committee’s philosophy that equity should constitute a strong component of overall compensation, for 2024, the Committee improved Mr. Jordan’s total direct compensation opportunity relative to market by increasing his long-term incentive opportunity to 850 percent of base pay ($7,012,553) in 2024 from 800 percent of base pay ($5,600,004) in 2023. In approving this value, the Committee considered retention and also referenced market data, which supported an increase in Mr. Jordan’s total direct compensation through an increase in equity. Executive Chairman of the Board. For 2024, the Committee granted long-term equity incentive awards to Mr. Kelly with a total grant date fair value of $3,800,035. Mr. Kelly’s aggregate equity award remained at 800 percent of his base pay ($475,000 effective February 1, 2022) from 2023 to 2024. Mr. Kelly ceased serving as Executive Chairman of the Board effective November 1, 2024, and remains employed as Chairman Emeritus. Other Named Executive Officers. The long-term incentive opportunity as a percentage of base pay for each of the other named executive officers, other than Mr. Green, remained the same from 2023 to 2024. Mr. Watterson’s long-term incentive opportunity remained at 500 percent of base pay, Ms. Romo’s long-term incentive opportunity remained at 450 percent of base pay, and Ms. Rutherford and Mr. Shaw’s long-term incentive opportunity remained at 400 percent of base pay. Taking into account Mr. Green’s total compensation opportunity relative to market and internal equity considerations, the Committee granted equity to Mr. Green with a grant date fair value equal to 400 percent of base, compared with a long-term incentive opportunity equal to 375 percent of base for 2023. As with the CEO’s grants, the Committee considered retention and referenced market data as a guide for determining an appropriate relative value for these individuals’ long-term incentive awards. The Committee also considered internal equity.

  69. Equity Awards

    | 50 | | Southwest Airlines 2025 Proxy Statement |

  70. Career Investment Cash Awards

    Career Investment Cash Awards As an additional vehicle for retaining talent as the Company progresses on its strategic initiatives, rewarding critical contributions to the Company, and addressing external equity considerations, the Committee incorporated service-based and time-vesting career investment cash awards in January 2024. These awards were granted to certain senior officers and are scheduled to vest 50 percent on March 5, 2026, and 50 percent on March 5, 2028. Subject to death or disability, the award recipient must remain as an Employee of the Company on the applicable vesting date to receive payment, which does not include persons performing advisory or consulting services. Mr. Watterson, who received a total career investment cash award of $4,000,000, and Mr. Green, who received a total career investment cash award of $2,000,000, were the only named executive officers for 2024 to receive a career investment cash award. The amounts paid to named executive officers upon the vesting of the respective portions of the career investment cash awards, if any, will be included in the Summary Compensation Table for the applicable years vested. Mr. Green stepped down from his position of Executive Vice President & Chief Transformation Officer of the Company effective April 1, 2025, and forfeited his career investment award eligibility.

  71. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Southwest offers nonqualified deferred compensation arrangements to a select group of Employees who are subject to certain limits established by the Internal Revenue Code with respect to qualified plan contributions. Because these arrangements, by their nature, are tied to the qualified plan benefits, they have not been considered when establishing salary and bonus elements and amounts. The Company’s excess benefit plan is available to a select group of Employees with Company contribution amounts that cannot be contributed to the Retirement Savings Plan due to the qualified plan contribution limits of Section 415(c) of the Internal Revenue Code. Individuals eligible to participate in the excess benefit plan, including the named

  72. Nonqualified Deferred Compensation

    | Southwest Airlines 2025 Proxy Statement | | 51 |

  73. Nonqualified Deferred Compensation

    executive officers, but who do not elect to participate, receive payment in the form of cash equal to the contribution the individual would have otherwise been entitled to receive under the Retirement Savings Plan, but for the application of the limits of Section 415(c) of the Internal Revenue Code. The cash payment is made at the same time as the individual would have otherwise received a contribution to the excess benefit plan. The excess benefit plan is discussed in more detail below under “Nonqualified Deferred Compensation in Fiscal 2024.” The Deferred Compensation Plan for Senior Leadership and Non-Employee Members of the Southwest Airlines Co. Board of Directors (the “SMC Deferred Compensation Plan”) allows officers of the Company who are ineligible to participate in the Company’s 2005 Deferred Compensation Plan for Pilots to defer up to 50 percent of their salary and 100 percent of their bonus amounts annually. Under the SMC Deferred Compensation Plan, non-Employee Board members also may, before the beginning of each plan year, irrevocably elect to contribute all or a portion of their annual cash retainer fees otherwise payable to them for such plan year. The SMC Deferred Compensation Plan is discussed in more detail below under “Nonqualified Deferred Compensation in Fiscal 2024.” Southwest also maintains two nonqualified deferred compensation plans that are available to Pilots only, pursuant to the terms of their collective bargaining agreement. Through January 31, 2022, Mr. Kelly had an individual deferred compensation arrangement (the “Prior Letter Agreement”), which was originally established in 2004. Under the Prior Letter Agreement, the Company credited to Mr. Kelly’s account an amount equal to any Company contributions that would have otherwise been made on his behalf to the Company’s qualified 401(k) and profit sharing plans, but that exceeded the limits under Sections 415(c) and 401(a)(17) of the Internal Revenue Code for qualified plans. Under the Prior Letter Agreement, Mr. Kelly’s deferred compensation bore interest at a rate of ten percent, the interest rate established in 1982 for a similar arrangement with the Company’s former Chairman and CEO, Mr. Herbert D. Kelleher. Effective February 1, 2022, Mr. Kelly entered into his 2022 Letter Agreement, which terminated the Prior Letter Agreement and ceased deferred compensation contributions to Mr. Kelly’s account after the 2022 plan year. In addition, beginning January 1, 2023, interest on Mr. Kelly’s deferred compensation balance is calculated at 120 percent of the Applicable Federal Long-Term Rate for January 2023, compounded annually. Mr. Kelly’s deferred compensation arrangement is discussed in more detail below under “Nonqualified Deferred Compensation in Fiscal 2024.”

  74. Change-in-Control Arrangements

    Change-in-Control Arrangements The Company has established change-in-control arrangements for all of its Employees for the purpose of offering protection in the event of a termination of employment following a change-in-control. All officers of the Company, including the named executive officers, are parties to the Company’s Executive Service Recognition Plan Executive Employment Agreements. In general, in the event of termination subsequent to a change-in-control, these agreements provide for a maximum incremental benefit approximately equal to (i) one year of salary and (ii) two years of bonus. The terms of these arrangements are discussed in detail below under “Potential Payments Upon Termination or Change-in-Control.” The remainder of the Company’s Employees are provided change-in-control benefits through the Company’s Change of Control Severance Pay Plan (to the extent they are not otherwise beneficiaries of an enforceable contract with the Company providing for severance payments in the event of a reduction in force or furlough). The Company’s change-in-control arrangements were all put in place in the 1980s and do not have any impact on the Company’s other compensation elements because any incremental benefit from these arrangements is not triggered unless there is a termination of employment following a change-in-control. The Company believes it is appropriate to keep these arrangements in place, in particular for the Company’s officers, because the Company believes they serve to (i) continue to attract and retain well-qualified executive personnel and (ii) enhance the ability of the Company to retain officers to carry on the Company’s business as usual in the event of any real or rumored possibilities of a change-in-control of the Company. In particular, with respect to the CEO, a change-in-control arrangement is intended to provide some assurance that, should the Company receive proposals from third parties with respect to its future, he can, without being influenced by the uncertainties of his own situation, (i) assess such proposals, (ii) formulate an objective opinion as to whether or not such proposals would be in the best interests of the Company and its Shareholders, and (iii) take any other action regarding such proposals as the Board might determine to be appropriate.

  75. Change-in-Control Arrangements

    | 52 | | Southwest Airlines 2025 Proxy Statement |

  76. Limitation on Severance Payments

    Limitation on Severance Payments The Board has adopted a limitation on severance payments within the Company’s Corporate Governance Guidelines. The Company will not enter into any agreement that provides for severance payments to an executive officer subject to §16(b) of the Securities Exchange Act (“Executive Officer”) directly related to the Executive Officer’s termination of employment, in an amount that exceeds 2.99 times the sum of (i) the Executive Officer’s base salary plus (ii) target annual bonus opportunity, without seeking Shareholder advisory or other approval of such agreement. Severance payments do not include: (1) accrued but unpaid base salary or vacation pay through the termination date and reimbursement for any expenses validly incurred prior to the termination date; (2) any payment in respect of the Executive Officer’s bonus for the year of termination or other unpaid bonus or award owed by the Company to the Executive Officer under any compensation plan or agreement; (3) any payment in consideration for services provided to the Company following the termination date (e.g., consulting or advisory services); (4) any payment arising from the Executive Officer’s death or disability; or (5) settlements of claims asserted against the Company by the Executive Officer. Unless otherwise delegated to the Committee, the Board shall make all determinations regarding the application and operation of these severance guidelines in its sole discretion.

  77. Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information

    Practices Related to the Grant of Certain Equity Awards in Relation to the Release of Material Nonpublic Information The Company does not currently grant stock options or option-like equity awards to Employees or Directors; therefore, it does not currently have a formal practice or policy with respect to the grant of stock options or option-like awards. During 2024, the Company did not time the disclosure of material nonpublic information to affect the value of other types of executive compensation awards granted.

  78. Summary Compensation Table

    Summary Compensation Table The following table provides information with respect to compensation earned by the named executive officers for the years ended December 31, 2024, 2023, and 2022.

  79. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Robert E. Jordan Chief Executive Officer & President | 2024 | 798,958 | — | 7,012,553 | 2,108,600 | — | 642,273 | 10,562,384 | | | 2023 | 700,000 | — | 4,105,004 | 4,096,504 | — | 405,791 | 9,307,298 | | | 2022 | 676,875 | 195,720 | 3,626,960 | 782,880 | — | 51,525 | 5,333,960 | | Tammy Romo* Executive Vice President & Chief Financial Officer | 2024 | 594,729 | — | 2,745,038 | 987,206 | — | 236,226 | 4,563,199 | | | 2023 | 536,700 | — | 1,975,185 | 2,748,910 | — | 368,773 | 5,629,568 | | | 2022 | 534,737 | 101,292 | 1,691,178 | 405,166 | — | 48,730 | 2,781,103 | | Andrew M. Watterson Chief Operating Officer | 2024 | 642,292 | — | 3,300,035 | 1,210,460 | — | 311,696 | 5,464,483 | | | 2023 | 575,000 | — | 2,232,006 | 1,892,268 | — | 315,611 | 5,014,885 | | | 2022 | 538,754 | 110,535 | 1,450,188 | 442,140 | — | 47,694 | 2,589,311 | | Linda B. Rutherford*(7) Chief Administration Officer | 2024 | 539,583 | — | 2,200,024 | 726,908 | — | 52,652 | 3,519,167 | | Ryan C. Green*(7) Executive Vice President & Chief Transformation Officer | 2024 | 505,417 | — | 2,080,045 | 749,758 | — | 74,577 | 3,409,797 | | Gary C. Kelly** Former Executive Chairman of the Board | 2024 | 475,000 | — | 3,800,035 | 1,523,800 | — | 448,229 | 6,247,064 | | | 2023 | 475,000 | — | 3,800,011 | 4,337,688 | — | 446,279 | 9,058,978 | | | 2022 | 509,375 | 132,810 | 3,624,972 | 531,240 | 141,026 | 129,780 | 5,069,203 | | Mark R. Shaw*** Former Executive Vice President & Chief Legal & Regulatory Officer and Corporate Secretary | 2024 | 538,417 | — | 2,200,024 | 816,407 | — | 197,853 | 3,752,701 | | | 2023 | 494,400 | — | 1,845,634 | 1,637,786 | — | 203,436 | 4,181,256 | | | 2022 | 492,600 | 82,941 | 1,619,613 | 331,763 | — | 46,659 | 2,573,576 |

  80. Summary Compensation Table

    | * Ms. Romo, Ms. Rutherford, and Mr. Green each resigned from their respective positions as executive officers of the Company effective April 1, 2025. |

  81. Summary Compensation Table

    | ** Mr. Kelly retired from his position as Executive Chairman of the Board of the Company effective November 1, 2024, and transitioned to the position of Chairman Emeritus. |

  82. Summary Compensation Table

    | *** Mr. Shaw resigned from his positions as Executive Vice President & Chief Legal & Regulatory Officer & Corporate Secretary of the Company effective June 1, 2024. |

  83. Summary Compensation Table

    | (1) The table below shows annual base salaries effective during 2023 and 2024. Differences between the annualized numbers and the salaries reported in the table above reflect the fact that salary adjustments were not always in effect for the full year periods. |

  84. Summary Compensation Table

    | Southwest Airlines 2025 Proxy Statement | | 55 |

  85. Summary Compensation Table

    | | Base Salary Effective Dates | | | | 2023 | 2024 | | Name | March 1 ($) | March 1 ($) | | Robert E. Jordan | 700,000 | 825,000 | | Tammy Romo | 536,700 | 610,000 | | Andrew M. Watterson | 575,000 | 660,000 | | Linda B. Rutherford | 500,000 | 550,000 | | Ryan C. Green | 450,000 | 520,000 | | Gary C. Kelly | 475,000 | 475,000 | | Mark R. Shaw | 494,400 | 550,000 |

  86. Summary Compensation Table

    | (2) In accordance with the SEC’s rules, for each year, the amount disclosed reflects bonuses/non-equity plan compensation earned with respect to such year, whether or not actually paid in such year. |

  87. Summary Compensation Table

    | (3) Awards consist of RSUs and performance-based RSUs that are settleable in shares of common stock. The values included in this column represent the grant date fair value of these awards computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 determined without regard to forfeitures. The assumptions used in calculating the values for fiscal 2024 are included in Note 9 to the Company’s financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  88. Summary Compensation Table

    | The ultimate value of each of the named executive officer’s performance-based RSUs granted in 2024, and the number of shares to be issued, if any, as of the vesting date will be based on (a) the Company’s achievement of Adjusted ROIC (after-tax) less Excess Cash for the performance period from January 1, 2024, through December 31, 2026 and (b) the Company’s Return on Invested Capital for the same performance period, but relative to the Company’s peers. The maximum potential value of each of the named executive officer’s performance-based RSUs is set forth in the table below; however, the value of these performance-based RSUs is completely at risk. |

  89. Summary Compensation Table

    | Name | Value ($) | | Robert E. Jordan | 7,012,553 | | Tammy Romo | 2,745,038 | | Andrew M. Watterson | 3,300,035 | | Linda B. Rutherford | 2,200,024 | | Ryan C. Green | 2,080,045 | | Gary C. Kelly | 3,800,035 | | Mark R. Shaw | 2,200,024 |

  90. Summary Compensation Table

    | (4) For 2024, amounts consist of (i) short-term incentive compensation earned based upon performance measures and targets established in the 2024 Scorecard pursuant to the Company’s STI Plan, and (ii) cash payouts made in 2025 for performance-based cash incentive awards granted in 2022 under the Company’s STI Plan for the performance period of 2022-2024, that paid out at 50 percent of target value. The STI Plan and the awards earned thereunder are discussed in detail above under “Compensation Discussion and Analysis.” |

  91. Summary Compensation Table

    | Name | Short-term Incentive Compensation ($) | Performance-based Cash Incentive Awards ($) | | Robert E. Jordan | 1,615,350 | 493,250 | | Tammy Romo | 806,206 | 181,000 | | Andrew M. Watterson | 969,210 | 241,250 | | Linda B. Rutherford | 726,908 | — | | Ryan C. Green | 687,258 | 62,500 | | Gary C. Kelly | 930,050 | 593,750 | | Mark R. Shaw | 726,907 | 89,500 |

  92. Summary Compensation Table

    | (5) Consists of above-market earnings on deferred compensation provided pursuant to a deferred compensation arrangement between the Company and Mr. Kelly, which was in effect through January 31, 2022 (“Prior Letter Agreement”). |

  93. Summary Compensation Table

    | (6) For 2024, this column includes the following types of compensation, which are discussed in more detail above under “Compensation Discussion and Analysis” and below under “Nonqualified Deferred Compensation in Fiscal 2024”: (i) Company contributions to the Southwest Airlines Co. 401(k) Plan (“Company 401(k) Match”); (ii) Company profit sharing allocations earned with respect to 2024 and contributed to eligible Employees’ profit sharing plan accounts in 2025 (“Profit Sharing Contribution”); (iii) other than Mr. Kelly and Mr. Shaw, a cash payout equal to the Company’s total profit sharing allocation rate times their eligible earnings above the Internal Revenue Code Section 401(a)(17) limit for tax-qualified plans (each referred to as a “401(a)(17) Excess Payout”); (iv) annual vesting of 1/3 of the time-vesting Restricted Cash Awards granted in 2022 and in 2023; (v) with respect to Mr. Shaw, a tax gross up payment and payment for unused paid time off hours; (vi) with respect to Mr. Jordan, perquisites including free travel on Southwest Airlines, an annual deposit of 250,000 Rapid Rewards points to Mr. Jordan’s Rapid Rewards account, Company paid physicals for Mr. Jordan and his spouse, and payment for an executive digital risk protection plan; (vii) with respect to Ms. Rutherford, perquisites including free travel on Southwest |

  94. Summary Compensation Table

    | 56 | | Southwest Airlines 2025 Proxy Statement |

  95. Summary Compensation Table

    | Airlines, an annual deposit of 250,000 Rapid Rewards points to Ms. Rutherford’s Rapid Rewards account, Company paid physicals for Ms. Rutherford and her spouse, and payment for an executive digital risk protection plan; and (viii) with respect to Mr. Kelly, perquisites include free travel on Southwest Airlines, an annual deposit of 250,000 Rapid Rewards points to Mr. Kelly’s Rapid Rewards account, Company paid physicals for Mr. Kelly and his spouse, and the Company’s reimbursement of all out-of-pocket expenses (including premiums and deductibles) that Mr. Kelly and/or his spouse incur under a Company medical benefit plan or program in accordance with Mr. Kelly’s Amended 2022 Letter Agreement. |

  96. Summary Compensation Table

    | Name | Company 401(k) Match ($) | Profit Sharing Contribution ($) | 401(a)(17) Excess Payout ($) | Vesting of Restricted Cash Awards ($) | Gross-Ups ($) | PTO Payouts ($) | Perquisites ($) | | Robert E. Jordan | 30,499 | 4,001 | 14,595 | 578,000 | — | — | 15,178 | | Tammy Romo | 30,500 | 4,001 | 7,725 | 194,000 | — | — | — | | Andrew M. Watterson | 30,500 | 4,001 | 9,195 | 268,000 | — | — | — | | Linda B. Rutherford | 30,500 | 4,001 | 6,755 | — | — | — | 11,396 | | Ryan C. Green | 23,000 | 4,001 | 5,909 | 41,667 | — | — | — | | Gary C. Kelly | 30,500 | 4,001 | — | 395,833 | — | — | 17,895 | | Mark R. Shaw | 30,500 | 4,001 | — | 81,667 | 2,184 | 79,501 | — |

  97. Summary Compensation Table

    | (7) In accordance with SEC rules, 2024 was the first year for which Ms. Rutherford and Mr. Green were required to be included in the proxy statement executive compensation tables. |

  98. CEO Pay Ratio

    CEO Pay Ratio In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the rules of the SEC, the Company is providing the following information about the relationship of the median of the total annual compensation of all Employees of the Company and the total annual compensation of Mr. Jordan, the Company’s CEO for 2024. For 2024, the Company’s last completed fiscal year:

  99. CEO Pay Ratio

    | • | the total annual compensation of the Company’s median Employee was $91,442; |

  100. CEO Pay Ratio

    | • | the total annual compensation of the Company’s CEO, as reported in the above Summary Compensation Table, was $10,562,384; and |

  101. CEO Pay Ratio

    | • | based on this information, for 2024, the ratio of the total annual compensation of the Company’s CEO to the median Employee’s total annual compensation was reasonably estimated to be 115.5 to 1 (the “2024 Pay Ratio”). |

  102. CEO Pay Ratio

    The Company calculated 2024 compensation for the median Employee using the same methodology used to calculate the total annual compensation of the Company’s CEO, as reported in the above Summary Compensation Table. To identify the median of the total annual compensation of all Employees of the Company, as well as to determine the annual total compensation of the Company’s median Employee and its CEO, the Company took the following steps:

  103. CEO Pay Ratio

    | • | The Company determined that, as of October 10, 2024, its Employee population, for purposes of determining the median Employee under the SEC’s rules, consisted of approximately 78,815 individuals, whether employed on a full-time, part-time, or temporary basis. |

  104. CEO Pay Ratio

    | • | The Company used a consistently applied compensation measure to identify its median Employee by comparing the amount of compensation reflected in its payroll records, as reported to the Internal Revenue Service (“IRS”) on Form W-2 for 2024. |

  105. CEO Pay Ratio

    | • | The Company identified its median Employee by consistently applying this compensation measure to all of its Employees included in its analysis. The Company did not make any cost of living adjustments in identifying the median Employee. The Company annualized the compensation for its permanent Employees that were not employed for all of 2024. |

  106. CEO Pay Ratio

    | Southwest Airlines 2025 Proxy Statement | | 57 |

  107. Pay Versus Performance Table

    Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, the Company is providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the last five completed fiscal years. In determining the “compensation actually paid” (“CAP”) to the Company’s named executive officers (“NEOs”), the Company is required to make various adjustments to amounts that have been reported in the Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this Pay Versus Performance Table (“PVPT”) differ from those required in the SCT. The dollar amounts reported in each column (c) below represent the amount of CAP to each principal executive officer (“PEO”), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable PEO during the applicable year. The dollar amounts reported in column (e) below represent the amount of average CAP to the non-PEO NEOs, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the non-PEO NEOs during the applicable year.

  108. Pay Versus Performance Table

    | Fiscal Year | SCT Total for First PEO ($) | SCT Total for Second PEO ($) | CAP to First PEO ($) (1) (3) | CAP to Second PEO ($) (1) (3) | Average SCT Total for Non-PEO NEOs ($) | Average CAP to Non-PEO NEOs ($) (2) (3) | Value of $100 Investment From 12/31/19 Based On: | | Net Income ($) (in millions) | Company -Selected Measure Adjusted ROIC (After- Tax) (%) (5) | | | | | | | | | TSR ($) | Peer Group TSR ($) (4) | | | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | — | 10,562,384 | — | 9,346,471 | 4,492,735 | 3,829,717 | 66 | 63 | 465 | 3.0 | | 2023 | — | 9,307,298 | — | 8,542,469 | 5,971,172 | 5,374,278 | 55 | 63 | 465 | 5.7 | | 2022 | 5,069,203 | 5,333,960 | 4,168,811 | 4,758,729 | 2,747,309 | 2,695,718 | 63 | 48 | 539 | 7.6 | | 2021 | 5,819,756 | — | 6,016,459 | — | 3,143,196 | 3,170,562 | 80 | 74 | 977 | (7.3) | | 2020 | 9,235,103 | — | (2,617,790) | — | 4,011,450 | (430,772) | 87 | 76 | (3,074) | (23.2) |

  109. Pay Versus Performance Table

    | (1) Reconciliation of Equity Component of CAP—PEOs. |

  110. Pay Versus Performance Table

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | FIRST PEO (Gary C. Kelly) – SCT TOTALS | $— | $— | $5,069,203 | $5,819,756 | $9,235,103 | | (Deduct): | | | | | | | Fair value of equity awards granted during the year from the SCT | — | — | (3,624,972) | (3,945,578) | (7,125,017) | | Add (subtract) Equity Award Adjustments: | — | — | | | | | Fair value at year end of equity awards granted during the year | — | — | 2,701,479 | 3,631,118 | 2,918,765 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | — | — | (180,578) | (227,060) | (7,980,600) | | Change in fair value of equity awards granted in prior years that vested during the year | — | — | 203,679 | 738,223 | 333,959 | | Equity awards granted in prior years that were forfeited during the year | — | — | — | — | — | | Dividends or other earnings paid on equity awards during the year | — | — | — | — | — | | Total Equity Award Related Adjustments | — | — | 2,724,580 | 4,142,281 | (4,727,876) | | CAP TOTALS | | | 4,168,811 | 6,016,459 | (2,617,790) | | | 2024 | 2023 | 2022 | 2021 | 2020 | | SECOND PEO (Robert E. Jordan) – SCT TOTALS | $10,562,384 | $9,307,298 | $5,333,960 | — | — | | (Deduct): | | | | | | | Fair value of equity awards granted during the year from the SCT | (7,012,553) | (4,105,004) | (3,626,960) | — | — | | Add (subtract) Equity Award Adjustments: | | | | | | | Fair value at year end of equity awards granted during the year | 7,887,655 | 3,327,323 | 2,702,960 | — | — | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (2,482,295) | 10,013 | 273,506 | — | — | | Change in fair value of equity awards granted in prior years that vested during the year | 391,280 | 2,840 | 75,263 | — | — | | Equity awards granted in prior years that were forfeited during the year | — | — | — | — | — | | Dividends or other earnings paid on equity awards during the year | — | — | — | — | — | | Total Equity Award Related Adjustments | 5,796,640 | 3,340,175 | 3,051,729 | — | — | | CAP TOTALS | 9,346,471 | 8,542,469 | 4,758,729 | — | — |

  111. Pay Versus Performance Table

    | 58 | | Southwest Airlines 2025 Proxy Statement |

  112. Pay Versus Performance Table

    | The Company’s SCT does not include pension service cost or any prior service cost. In the fiscal years above for the PEOs, the Company did not have any equity awards that were granted and vested in the same year, and did not have any forfeitures of prior awards. Dividends are not paid on unvested shares. To compute CAP, the Company used “Total Equity Award Related Adjustments,” as noted in the reconciliations above, in place of “Fair Value of Equity Awards granted during the year from SCT” for each applicable fiscal year. |

  113. Pay Versus Performance Table

    | (2) Reconciliation of Equity Component of CAP — average for non-PEO NEOs. |

  114. Pay Versus Performance Table

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | NON-PEO NEOS AVERAGE SCT TOTALS | $4,492,735 | $5,971,172 | $2,747,309 | $3,143,196 | $4,011,450 | | (Deduct): | | | | | | | Fair value of equity awards granted during the year from the SCT | (2,720,867) | (2,463,209) | (1,638,860) | (1,982,723) | (2,794,266) | | Add (subtract) Equity Award Adjustments: | | | | | | | Fair value at year end of equity awards granted during the year | 3,060,406 | 1,996,561 | 1,221,346 | 1,824,701 | 1,144,672 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | (1,264,701) | (133,072) | 291,943 | (82,099) | (2,920,636) | | Change in fair value of equity awards granted in prior years that vested during the year | 262,144 | 2,826 | 73,980 | 267,487 | 128,008 | | Equity awards granted in prior years that were forfeited during the year | — | — | — | — | — | | Dividends or other earnings paid on equity awards during the year | — | — | — | — | — | | Total Equity Award Related Adjustments | 2,057,849 | 1,866,315 | 1,587,269 | 2,010,089 | (1,647,956) | | AVERAGE CAP TOTALS | 3,829,717 | 5,374,278 | 2,695,718 | 3,170,562 | (430,772) |

  115. Pay Versus Performance Table

    | The Company’s SCT does not include pension service cost or any prior service cost. In the fiscal years above for the non-PEO NEOs, the Company did not have any equity awards that were granted and vested in the same year, and did not have any forfeitures of prior awards. Dividends are not paid on unvested shares. To compute CAP, the Company used “Total Equity Award Related Adjustments,” as noted in the reconciliations above, in place of “Fair Value of Equity Awards granted during the year from SCT” for each applicable fiscal year. The NEOs included in this table are Tammy Romo for years 2020 through 2024; Michael G. Van de Ven for years 2020 through 2022; Thomas M. Nealon and Robert E. Jordan for years 2020 and 2021; Andrew M. Watterson for years 2021 through 2024; Mark R. Shaw for years 2022 through 2024; Gary C. Kelly for 2023 and 2024; and Ryan C. Green and Linda B. Rutherford for 2024. |

  116. Pay Versus Performance Table

    | (3) See “Compensation Discussion and Analysis – Determination of 2024 Executive Compensation; Analysis of Compensation Elements – Long-Term Incentive Compensation – Equity Awards – Performance-Based RSUs” for discussion of the vesting provisions and requirements associated with the Company’s performance-based RSUs. The performance-based RSUs granted in 2019 and 2020 that were scheduled to vest in February 2022 and February 2023, respectively, lost all value and paid out at zero percent due to the Company’s performance results during the COVID-19 pandemic. The valuation of the performance-based RSU portion of the Equity Awards for purposes of computing CAP required the following valuation assumptions: |

  117. Pay Versus Performance Table

    | Performance- based RSU Grant Year | Percent Vesting Assumption at December 31, 2019 (%) | Percent Vesting Assumption at December 31, 2020 (%) | Percent Vesting Assumption at December 31, 2021 (%) | Percent Vesting Assumption at December 31, 2022 (%) | Percent Vesting Assumption at December 31, 2023 (%) | Percent Vesting Assumption at December 31, 2024 (%) | | 2024 | — | — | — | — | — | 100 | | 2023 | — | — | — | — | 100 | 0 | | 2022 | — | — | — | 100 | 150 | 50 | | 2021 | — | — | 100 | 300 | 276.3 | — | | 2020 | — | 0 | 0 | 0 | — | — | | 2019 | 200 | 0 | 0 | — | — | — | | 2018 | 200 | 151.3 | — | — | — | — | | 2017 | 196.3 | — | — | — | — | — |

  118. Pay Versus Performance Table

    | (4) The Company is using the NYSE ARCA Airline Index for calculating its peer group Total Shareholder Return (“TSR”) to be consistent with its 2024 Annual Report on Form 10-K. |

  119. Pay Versus Performance Table

    | (5) The Company-Selected Measure, ROIC (after-tax) less Excess Cash, is calculated in the manner set forth in “Compensation Discussion and Analysis – Determination of 2024 Executive Compensation; Analysis of Compensation Elements – Long-Term Incentive Compensation – Equity Awards – Performance- Based RSUs.” |

  120. Narrative Disclosure to Pay Versus Performance Table

    Narrative Disclosure to Pay Versus Performance Table Relationship between CAP and cumulative TSR. TSR is not a financial performance metric used by the Company to determine executive compensation for any of its named executive officers. However, as discussed in “Compensation Discussion and Analysis” in the Executive Summary section, the Company has granted RSUs and performance-based RSUs, the ultimate value of which will be tied to the Company’s stock price at the time of the respective vestings.

  121. Narrative Disclosure to Pay Versus Performance Table

    | Southwest Airlines 2025 Proxy Statement | | 59 |

  122. Narrative Disclosure to Pay Versus Performance Table

    The COVID-19 pandemic had a severely negative impact on the airline industry from 2020 to early 2022. The table below shows a comparison of annual TSRs, including cumulative TSRs, between the Company and its peer group. CAP for the Company’s NEOs generally correlated with the directional movement of TSR from 2020 through 2022. For 2023 and 2024, CAP for the named executive officers was impacted by the vesting of long-term performance-based cash incentive opportunities granted in 2021 and 2022, restricted cash performance opportunities granted in 2022, and long-term restricted cash opportunities granted in 2022 and 2023. In 2024, the Company did not grant any long-term performance-based cash incentive opportunities, restricted cash performance opportunities, or long-term restricted cash opportunities. From 2023 to 2024, the Company had a 20 percent increase in TSR, while the CAP of its Non-PEO NEOs dropped significantly due to lower payouts on vesting cash awards and lowered percent vesting assumptions for equity performance awards granted in prior years, causing additional misalignment between TSR and the CAP of Non-PEO NEOs. The moderate increase in the Company’s PEO’s CAP from 2023 to 2024 correlates with the Company’s 20% increase in TSR, which significantly outpaced the performance of the Company’s Peer Group TSR.

  123. Narrative Disclosure to Pay Versus Performance Table

    | Year | Company TSR (%) | Peer Group TSR (%) | | 2024 | 20.00 | 0.00 | | 2023 | (12.70) | 31.25 | | 2022 | (21.25) | (35.14) | | 2021 | (8.05) | (2.63) | | 2020 | (13.00) | (24.00) | | Cumulative | (34.00) | (37.00) |

  124. Narrative Disclosure to Pay Versus Performance Table

    Relationship between CAP and GAAP net income. GAAP net income is not a financial performance metric directly used by the Company to determine executive compensation for any of its named executive officers. However, as discussed in “Compensation Discussion and Analysis – Determination of 2024 Executive Compensation; Analysis of Compensation Elements – Short-Term Incentive Compensation,” for 2024, GAAP net income was a component of the EBITDA calculation for determining 50 percent of the Scorecard results, in addition to being used for determining 50 percent of the 2023 Scorecard results and 45 percent of the 2022 Scorecard results. As further discussed in “Compensation Discussion and Analysis – Determination of 2024 Executive Compensation; Analysis of Compensation Elements – Short-Term Incentive Compensation,” during 2024, the Company’s EBITDA result was below the threshold for 2024 Scorecard payout, but the peer group qualifier element of the 2024 Scorecard enabled a financial performance payout at 50 percent of target. Further, as discussed in “Compensation Discussion and Analysis – Determination of 2024 Executive Compensation; Analysis of Compensation Elements – Long-Term Incentive Compensation – Equity Awards – Performance-Based RSUs,” for 2023 and 2024, Operating income (a portion of GAAP net income) is a component of the ROIC (after-tax) less Excess Cash calculation used to determine the percent of performance-based RSUs granted in 2023 and 2024 that will vest in 2026 and 2027, in addition to being used to determine the percent of performance-based RSUs granted in 2022 that vested in 2025. As further discussed in “Compensation Discussion and Analysis – Summary of 2024 Executive Compensation and Components of Pay; 2024 Long-Term Incentive Compensation,” the Company’s relative ROIC among its peer group for the performance period of 2022-2024 enabled the performance-based RSUs granted in 2022 to vest at 50 percent of target value in 2025. For 2021, GAAP net income was a component of the average daily core cash burn calculation for determining 30 percent of the 2021 Scorecard results. Also, for 2021, GAAP net income was a component of the EBITDA calculation used to determine the percent of performance-based RSUs granted in 2021 that vested in 2024. Operating income (a portion of GAAP income) has also been a component of (i) the ROIC calculation used to determine the percent of performance-based RSUs granted in 2020 that were scheduled to vest in 2023, (ii) the ROIC calculation used to determine the percent of performance-based RSUs granted in 2019 that were scheduled to vest in 2022, (iii) the ROIC calculation used to determine the percent of performance-based RSUs granted in 2018 that vested in 2021, and (iv) the ROIC calculation used to determine the percent of performance-based RSUs granted in 2017 that vested in 2020. As can be observed in the PVPT, CAP for the Company’s NEOs generally correlated with the directional movement of GAAP net income from 2020 through 2022. For 2023 and 2024, CAP for the named executive officers was impacted by the vesting of long-term performance- based cash incentive opportunities granted in 2021 and 2022, restricted cash performance opportunities granted in 2022, and long-term restricted cash opportunities granted in 2022 and 2023, in each case causing misalignment between GAAP net income and CAP. In 2024, the Company did not grant any long-term performance-based cash incentive opportunities, restricted cash performance opportunities, or long-term restricted cash opportunities. In 2024, the Company’s GAAP net income remained flat from 2023, while CAP of its Non-PEO NEOs dropped significantly due to lower payouts on vesting cash awards and lowered percent vesting assumptions for

  125. Narrative Disclosure to Pay Versus Performance Table

    | 60 | | Southwest Airlines 2025 Proxy Statement |

  126. Narrative Disclosure to Pay Versus Performance Table

    equity performance awards granted in prior years, causing additional misalignment between GAAP net income and CAP. While the Company’s PEO’s CAP experienced a moderate increase, the Company believes this aligns with the steady consistency of its Net Income in 2024. Relationship between CAP and the Company Selected Measure (ROIC (after-tax) less Excess Cash) . As discussed in “Compensation Discussion and Analysis”, a significant portion of the Company’s compensation for its named executive officers is in the form of performance-based RSUs. During 2021 through 2023, the Company also granted performance-based cash incentive opportunities. As further discussed in “Compensation Discussion and Analysis”, with respect to performance-based RSUs granted in 2023 and 2024, and performance-based cash incentive opportunities granted in 2023, the number of performance-based RSUs vesting and settleable in shares of common stock, as well as the payout of performance-based cash, at the 2026 and 2027 vesting dates is based entirely on the Company’s achievement of ROIC (after-tax) less Excess Cash targets, and can range from zero to 200 percent of the applicable performance-based RSU stock award and/or performance-based cash incentive opportunity. In addition, with respect to performance-based awards granted in 2022, the number of performance-based RSUs vesting and settleable in shares of common stock, as well as the payout of performance-based cash, at the 2025 vesting date was based entirely on the Company’s achievement of ROIC (after-tax) less Excess Cash targets, and could have ranged from zero to 300 percent of the applicable performance-based RSU stock award and/or performance-based cash incentive opportunity. For 2024, the Company achieved ROIC (after-tax) less Excess Cash of 3.0 percent, and the average ROIC (after-tax) less Excess Cash for the 2022-2024 performance period fell below the targets for payout under the awards granted in 2022; however, as further discussed in “Compensation Discussion and Analysis – Summary of 2024 Executive Compensation and Components of Pay; 2024 Long-Term Incentive Compensation,” the Company’s relative ROIC among its peer group for the performance period of 2022-2024 enabled the performance-based RSUs granted in 2022 to vest at 50 percent of target value in 2025. The Company’s ROIC (after-tax) less Excess Cash result of 3.0 percent for 2024 also caused the vesting assumption for awards granted in 2023 to be reduced from 100 percent to zero percent, which resulted in a decreased CAP for the Company’s non-PEO NEOs. Therefore, the decrease of the Company’s ROIC and the CAP of its Non-PEO NEOs were directionally aligned for 2024. With the exception of 2021 when equity grants were made during the COVID-19 pandemic, the Company has historically granted performance-based RSUs using a form of ROIC as the sole performance metric for determining the number of performance-based RSUs vesting and settleable in shares of common stock at the applicable vesting date. For 2021, during the pandemic, the Company chose adjusted EBITDA as the primary long-term performance metric for performance-based RSUs and performance-based cash opportunities to further align the Company’s incentive compensation with the Company’s change in primary focus to liquidity, reflecting what the Company believed would be most important to Shareholders at the time. During 2020, the Company’s equity grants took place before the start of the COVID pandemic, and the Company used after-tax ROIC as the sole performance metric for determining the number of performance-based RSUs vesting and settleable in shares of common stock at the applicable vesting date. Those shares were scheduled to vest in February 2023, but lost all value and paid out at zero percent due to the Company’s performance results during the COVID-19 pandemic. For 2019 and 2018, the Company used after-tax ROIC as the sole performance metric for determining the number of performance-based RSUs vesting and settleable in shares of common stock at the applicable vesting date. Those shares vested in February 2022 and February 2021, respectively, and paid out at zero percent and 151.3 percent, respectively. For 2017, the Company used pre-tax ROIC as the sole performance metric for determining the number of performance-based RSUs vesting and settleable in shares of common stock at the applicable vesting date. Those shares vested in February 2020, and paid out at 196.3 percent. Prior to 2020 and the COVID-19 pandemic, the Company has also previously used ROIC for purposes of short-term incentive compensation. This change in the performance metric during the COVID-19 pandemic results in a minor misalignment between ROIC (after-tax) less Excess Cash and CAP as can be observed in the PVPT, although for most NEOs compensation decreased annually during the three year period from 2020 through 2022 while ROIC (after-tax) less Excess Cash increased. For 2023 and 2024, CAP for the named executive officers began to be impacted by the vesting of long-term performance-based cash incentive opportunities granted in 2021 and 2022, restricted cash performance opportunities granted in 2022, and long-term restricted cash opportunities granted in 2022 and 2023, in each case causing misalignment between ROIC (after-tax) less Excess Cash and CAP. In 2024, the Company did not grant any long-term performance-based cash incentive opportunities, restricted cash performance opportunities, or long-term restricted cash opportunities. The Company’s ROIC (after-tax) less Excess Cash dropped from 5.7 percent in 2023 to 3.0 percent in 2024, which was generally in alignment with the drop in CAP for the Company’s Non-PEO NEOs and moderate increase to the CAP of its PEO, which reinforces the alignment of pay to performance. Tabular List of Performance Measures Linking Pay for all Named Executive Officers to Company Performance Financial

  127. Narrative Disclosure to Pay Versus Performance Table

    | • | ROIC (after-tax) less Excess Cash – See “Compensation Discussion and Analysis” for further information; |

  128. Narrative Disclosure to Pay Versus Performance Table

    | Southwest Airlines 2025 Proxy Statement | | 61 |

  129. Narrative Disclosure to Pay Versus Performance Table

    | • | EBITDA - See “Compensation Discussion and Analysis” for further information; and |

  130. Narrative Disclosure to Pay Versus Performance Table

    | • | Company Stock Price. |

  131. Narrative Disclosure to Pay Versus Performance Table

    Non-Financial

  132. Narrative Disclosure to Pay Versus Performance Table

    | • | Wall Street Journal ranking of U.S. airlines using seven equally weighted objective industry operational performance metrics - See “Compensation Discussion and Analysis” for further information; |

  133. Narrative Disclosure to Pay Versus Performance Table

    | • | Company progress towards major initiatives (subjective determination by the Compensation Committee) - See “Compensation Discussion and Analysis” for further information; and |

  134. Narrative Disclosure to Pay Versus Performance Table

    | • | Company progress towards ESG initiatives (objective and subjective determinations by the Compensation Committee) - See “Compensation Discussion and Analysis” for further information. |

  135. Narrative Disclosure to Pay Versus Performance Table

    | 62 | | Southwest Airlines 2025 Proxy Statement |

  136. Grants of Plan-Based Awards in Fiscal 2024

    Grants of Plan-Based Awards in Fiscal 2024 The following table provides information with respect to grants of plan-based awards to the named executive officers in 2024.

  137. Grants of Plan-Based Awards in Fiscal 2024

    | Name | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert E. Jordan | —(1) | N/A | 1,650,000 | 3,300,000 | — | — | — | — | — | | | 1/31/2024 | — | — | — | 11,730 | 117,306 | 234,612 | — | 3,506,276 | | | 1/31/2024 | — | — | — | — | — | — | 117,306 | 3,506,276 | | Tammy Romo | —(1) | N/A | 823,500 | 1,647,000 | — | — | — | — | — | | | 1/31/2024 | — | — | — | 4,591 | 45,919 | 91,838 | — | 1,372,519 | | | 1/31/2024 | — | — | — | — | — | — | 45,919 | 1,372,519 | | Andrew M. Watterson | —(1) | N/A | 990,000 | 1,980,000 | — | — | — | — | — | | | 1/31/2024 | — | — | — | 5,520 | 55,203 | 110,406 | — | 1,650,018 | | | 1/31/2024 | — | — | — | — | — | — | 55,203 | 1,650,018 | | Linda B. Rutherford | —(1) | N/A | 742,500 | 1,485,000 | — | — | — | — | — | | | 1/31/2024 | — | — | — | 3,680 | 36,802 | 73,604 | — | 1,100,012 | | | 1/31/2024 | — | — | — | — | — | — | 36,802 | 1,100,012 | | Ryan C. Green | —(1) | N/A | 702,000 | 1,404,000 | — | — | — | — | — | | | 1/31/2024 | — | — | — | 3,479 | 34,795 | 69,590 | — | 1,040,023 | | | 1/31/2024 | — | — | — | — | — | — | 34,795 | 1,040,023 | | Gary C. Kelly | —(1) | N/A | 950,000 | 1,900,000 | — | — | — | — | — | | | 1/31/2024 | — | — | — | 6,356 | 63,567 | 127,134 | — | 1,900,018 | | | 1/31/2024 | — | — | — | — | — | — | 63,567 | 1,900,018 | | Mark R. Shaw | —(1) | N/A | 742,500 | 1,485,000 | — | — | — | — | — | | | 1/31/2024 | — | — | — | 3,680 | 36,802 | 73,604 | — | 1,100,012 | | | 1/31/2024 | — | — | — | — | — | — | 36,802 | 1,100,012 |

  138. Grants of Plan-Based Awards in Fiscal 2024

    | (1) This row shows cash incentive awards granted under the Company’s STI Plan with respect to the performance period from January 1, 2024 through December 31, 2024. This row shows the potential amounts to be paid based on achievement at target and maximum performance levels. The potential payouts were performance-driven and therefore completely at risk. The amount of the Compensation Committee determined payout for 2024, beginning at zero percent of the target payout, was interpolated between performance targets. The business metrics and targets used to determine the amounts of the awards paid are described above under “Compensation Discussion and Analysis.” |

  139. Grants of Plan-Based Awards in Fiscal 2024

    | (2) The awards consist of performance-based RSUs granted under the Company’s Amended and Restated 2007 Equity Incentive Plan (the “2007 Equity Plan”) with respect to the performance period from January 1, 2024 to December 31, 2026 (the “Performance Period”). The performance-based RSUs are scheduled to vest, if at all, on February 21, 2027 (the “Vesting Date”), and are settleable in shares of common stock. These columns show the potential number of shares of common stock to be paid out upon vesting of the performance-based RSUs for each named executive officer based on achievement at the threshold, target, and maximum performance levels. The potential payouts are performance-driven and therefore completely at risk. The number of performance-based RSUs that will vest and the number of shares of the Company’s common stock to be issued, if any, as of the Vesting Date will be determined based on the achievement of ROIC (after-tax) less Excess Cash targets. The percentage of performance-based RSUs vesting will be interpolated between the ROIC (after-tax) less Excess Cash targets only after a minimum ROIC (after-tax) less Excess Cash level has been achieved as follows: |

  140. Grants of Plan-Based Awards in Fiscal 2024

    | 2024-2026 ROIC (after-tax) less Excess Cash | Number of Performance-Based RSUs Vesting and Settleable in Common Stock as of the Vesting Date | | 8% or greater | Grant Amount x 10% | | 10% | Grant Amount x 100% | | 12% | Grant Amount x 150% | | 15% | Grant Amount x 200% |

  141. Grants of Plan-Based Awards in Fiscal 2024

    | In the event the Company’s ROIC (after-tax) less Excess Cash is greater than zero and its ROIC relative to a specified peer group exceeds the median ROIC of the specified peer group, (i) the minimum number of performance-based RSUs that will vest pursuant to this award and the number of shares of the |

  142. Grants of Plan-Based Awards in Fiscal 2024

    | Southwest Airlines 2025 Proxy Statement | | 63 |

  143. Grants of Plan-Based Awards in Fiscal 2024

    | Company’s common stock to be issued as of the vesting date will be equal to the grant amount times 50 percent and (ii) in the event the Company’s relative ROIC ranks highest in the Company’s peer group, the minimum number of performance-based RSUs that will vest pursuant to this award and the number of shares of the Company’s common stock to be issued as of the vesting date will be equal to the grant amount times 100 percent. In the event the peer group qualifier applies, the number of shares of the Company’s common stock to be issued as of the vesting date will be determined based on the Company’s relative position within the top half of the peer group (i.e., rank-based interpolation). |

  144. Grants of Plan-Based Awards in Fiscal 2024

    | “ROIC (after-tax) less Excess Cash” means After-tax Adjusted Operating Income divided by Adjusted Average Invested Capital excluding Excess Cash. |

  145. Grants of Plan-Based Awards in Fiscal 2024

    | “After-tax Adjusted Operating Income” means Operating income (calculated in accordance with GAAP) as adjusted to reflect the impact to Operating Income from (1) fuel contracts (net), (2) special items, as disclosed from time to time in the Company’s earnings release and filings with the SEC, (3) aircraft leases (net), and (4) fuel hedge program expense, with each such adjustment tax affected as appropriate. For any individual year in which the After-tax Adjusted Operating Income is a loss, it will be set at zero. |

  146. Grants of Plan-Based Awards in Fiscal 2024

    | “Adjusted Average Invested Capital” for an individual year in the three-year performance period means an average of the five most recent quarter end balances of debt, net present value of aircraft leases, and equity adjusted for hedge accounting. |

  147. Grants of Plan-Based Awards in Fiscal 2024

    | “Excess Cash” means the average annual cash and cash equivalents and short-term investments balances in excess of $6.0 billion, which is subtracted from the Adjusted Average Invested Capital in each period’s ROIC calculation. |

  148. Grants of Plan-Based Awards in Fiscal 2024

    | ROIC (after-tax) less Excess Cash for the entire performance period will be the average of the ROIC (after-tax) less Excess Cash of the three individual years within the performance period. |

  149. Grants of Plan-Based Awards in Fiscal 2024

    | For purposes of the ROIC (after-tax) less Excess Cash calculation, the assumed federal tax rate is 24 percent. In the event of a change in the corporate tax rate that the Committee deems to significantly impact the Company’s ROIC (after-tax) less Excess Cash results, the Committee shall have the authority to adjust the ROIC (after-tax) less Excess Cash calculation in its sole discretion. |

  150. Grants of Plan-Based Awards in Fiscal 2024

    | (3) The awards consist of RSUs granted under the 2007 Equity Plan. The RSUs are settleable in shares of common stock and are scheduled to vest with respect to one-third of the shares covered thereby annually, which vesting began on February 21, 2025. The Company does not pay dividends on unvested RSUs. |

  151. Grants of Plan-Based Awards in Fiscal 2024

    | (4) The values included in this column represent the grant date fair value of these awards computed in accordance with FASB ASC Topic 718 determined without regard to forfeitures. The assumptions used in calculating the values for fiscal 2024 are included in Note 9 to the Company’s financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. |

  152. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 Year-End The following table provides information with respect to RSUs (including performance-based RSUs) held by the named executive officers as of December 31, 2024. RSUs (including performance-based RSUs) were the only types of equity awards outstanding for the named executive officers at fiscal 2024 year-end.

  153. Outstanding Equity Awards at Fiscal 2024 Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Robert E. Jordan | 189,158(4) | 6,359,492 | 17,490(5) | 588,014 | | Tammy Romo | 79,993(6) | 2,689,365 | 7,362(7) | 247,510 | | Andrew M. Watterson | 89,457(8) | 3,007,544 | 8,652(9) | 290,880 | | Linda B. Rutherford | 67,196(10) | 2,259,130 | 6,486(11) | 218,059 | | Ryan C. Green | 51,845(12) | 1,743,029 | 5,847(13) | 196,576 | | Gary C. Kelly | 132,547(14) | 4,456,230 | 11,688(15) | 392,951 | | Mark R. Shaw | 69,004(16) | 2,319,914 | 6,270(17) | 210,797 |

  154. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (1) The awards consist of RSUs that are settleable in shares of common stock, including RSUs acquired upon the satisfaction of performance criteria underlying an award of performance-based RSUs for the performance period from January 1, 2022 to December 31, 2024. |

  155. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (2) Market value is computed by multiplying the number of RSUs or performance-based RSUs by $33.62, which was the closing price per share of the Company’s common stock on December 31, 2024 on the NYSE. |

  156. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (3) The awards consist of performance-based RSUs that are settleable in shares of common stock, including (i) performance-based RSUs that were granted on February 1, 2023 with respect to the performance period from January 1, 2023 to December 31, 2025, and that are scheduled to vest on February 21, 2026; and (ii) performance-based RSUs that were granted on January 31, 2024, with respect to the performance period from January 1, 2024 to December 31, 2026, and that are scheduled to vest on February 21, 2027. In accordance with SEC rules, the number of performance-based RSUs from the 2023 grant represents the threshold number of performance-based RSUs that may vest on the February 21, 2026 vesting date and the number of |

  157. Outstanding Equity Awards at Fiscal 2024 Year-End

    | 64 | | Southwest Airlines 2025 Proxy Statement |

  158. Outstanding Equity Awards at Fiscal 2024 Year-End

    | performance-based RSUs from the 2024 grant represents the threshold number of performance-based RSUs that may vest on the February 21, 2027 vesting date. The potential payouts are performance-driven and therefore completely at risk. The number of shares of the Company’s common stock to be issued, if any, as of the February 21, 2026 vesting date will be determined based on (i) the Company’s achievement ROIC (after-tax) less Excess Cash for the performance period from January 1, 2023 through December 31, 2025; and (ii) the Company’s ROIC for the same performance period, but in relation to the Company’s peers. The number of shares of the Company’s common stock to be issued, if any, as of the February 21, 2027 vesting date will be determined based on (i) the Company’s achievement of ROIC (after-tax) less Excess Cash for the performance period from January 1, 2024 through December 31, 2026; and (ii) the Company’s ROIC for the same performance period, but in relation to the Company’s peers. |

  159. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (4) Of these RSUs, (i) 91,752 vested on February 21, 2025; (ii) 58,304 are scheduled to vest on February 21, 2026; and (iii) 39,102 are scheduled to vest on February 21, 2027. |

  160. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (5) Of these performance-based RSUs, the threshold number that may vest on February 21, 2026 is 5,760; and the threshold number that may vest on February 21, 2027 is 11,730. |

  161. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (6) Of these RSUs, (i) 40,142 vested on February 21, 2025; (ii) 24,545 are scheduled to vest on February 21, 2026; and (iii) 15,306 are scheduled to vest on February 21, 2027. |

  162. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (7) Of these performance-based RSUs, the threshold number that may vest on February 21, 2026 is 2,771; and the threshold number that may vest on February 21, 2027 is 4,591. |

  163. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (8) Of these RSUs, (i) 42,215 vested on February 21, 2025; (ii) 28,841 are scheduled to vest on February 21, 2026; and (iii) 18,401 are scheduled to vest on February 21, 2027. |

  164. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (9) Of these performance-based RSUs, the threshold number that may vest on February 21, 2026 is 3,132; and the threshold number that may vest on February 21, 2027 is 5,520. |

  165. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (10) Of these RSUs, (i) 33,307 vested on February 21, 2025; (ii) 21,622 are scheduled to vest on February 21, 2026; and (iii) 12,267 are scheduled to vest on February 21, 2027. |

  166. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (11) Of these performance-based RSUs, the threshold number that may vest on February 21, 2026 is 2,806; and the threshold number that may vest on February 21, 2027 is 3,680. |

  167. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (12) Of these RSUs, (i) 20,756 vested on February 21, 2025; (ii) 19,491 are scheduled to vest on February 21, 2026; and (iii) 11,598 are scheduled to vest on February 21, 2027. |

  168. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (13) Of these performance-based RSUs, the threshold number that may vest on February 21, 2026 is 2,368; and the threshold number that may vest on February 21, 2027 is 3,479. |

  169. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (14) Of these RSUs, (i) 72,394 vested on February 21, 2025; (ii) 38,964 are scheduled to vest on February 21, 2026; and (iii) 21,189 are scheduled to vest on February 21, 2027. |

  170. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (15) Of these performance-based RSUs, the threshold number that may vest on February 21, 2026 is 5,332; and the threshold number that may vest on February 21, 2027 is 6,356. |

  171. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (16) Of these RSUs, (i) 35,837 vested on February 21, 2025; (ii) 20,900 are scheduled to vest on February 21, 2026; and (iii) 12,267 are scheduled to vest on February 21, 2027. |

  172. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (17) Of these performance-based RSUs, the threshold number that may vest on February 21, 2026 is 2,590; and the threshold number that may vest on February 21, 2027 is 3,680. |

  173. Option Exercises and Stock Vested During Fiscal 2024

    Option Exercises and Stock Vested During Fiscal 2024 The following table provides information with respect to stock awards vested for the named executive officers during 2024. None of the named executive officers had stock options outstanding during 2024.

  174. Option Exercises and Stock Vested During Fiscal 2024

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Robert E. Jordan | 69,130 | 2,387,750 | | Tammy Romo | 51,530 | 1,779,846 | | Andrew M. Watterson | 56,736 | 1,959,661 | | Linda B. Rutherford | 19,733 | 681,578 | | Ryan C. Green | 13,279 | 458,657 | | Gary C. Kelly | 79,394 | 2,742,269 | | Mark R. Shaw | 57,216 | 1,976,241 |

  175. Option Exercises and Stock Vested During Fiscal 2024

    | (1) Calculated by multiplying the number of shares acquired upon the February 21, 2024 vesting of RSUs and/or performance-based RSUs by $34.54, the closing price of the Company’s common stock on February 21, 2024. |

  176. Option Exercises and Stock Vested During Fiscal 2024

    | Southwest Airlines 2025 Proxy Statement | | 65 |

  177. Nonqualified Deferred Compensation in Fiscal 2024

    Nonqualified Deferred Compensation in Fiscal 2024 As discussed above under “Compensation Discussion and Analysis – Retirement and Related Benefits,” the Company maintains a Retirement Savings Plan that resulted from the merger of the Company’s tax-qualified 401(k) plan and profit sharing plan for its eligible Employees. The Retirement Savings Plan for non-Pilot Employees provides for a Company match on non-Pilot Employee 401(k) contributions. As discussed in more detail above under “Compensation Discussion and Analysis – Retirement and Related Benefits,” the Retirement Savings Plan also provides for a discretionary annual Company profit sharing contribution to Employee accounts equal to an amount determined by the Board in its sole discretion. The Company also sponsors a Pilots’ 401(k) plan pursuant to which each eligible Pilot received a fully-vested non-elective Company contribution equal to 15.0 percent of such Pilot’s eligible compensation for 2024, whether or not the Pilot made his or her own contributions to the plan. This non-elective Company contribution increased to 17.0 percent effective February 20, 2024, per the newly ratified Southwest Pilots’ Association contract. Further, beginning January 1, 2024, the Company accrues pay credits equaling one percent of Pilots’ eligible wages, which the Company contributed to a qualified cash balance plan it established in August 2024. The Company plans to seek IRS approval to credit amounts above the Code Section 415(c) limitations to the cash balance plan, as well. The Company is expected to begin crediting these amounts after it receives approval to do so from the IRS, which the Company anticipates will occur in 2025. The cash balance accounts will accrue interest credits, which are tied to the performance of a market-based benchmark, targeting a 40 percent equity and 60 percent bond mix. Employees in the following workgroups receive non-elective contributions plus a dollar-for-dollar match, which combined equals up to 9.3 percent of their eligible income: Customer Service Agents, Customer Representatives, and Source of Support Representatives represented by the International Association of Machinists and Aerospace Workers, and Material Specialists represented by the International Brotherhood of Teamsters. The Company also offers a non-qualified excess benefit plan. This plan enables eligible Employees to defer Company contributions (“excess amounts”) that cannot be contributed to the 401(k) or profit sharing plans due to the qualified plan contribution limits of Section 415(c) of the Internal Revenue Code. The plan only allows contributions above the Code Section 415(c) limits and prohibits other Employee contributions to the plan. Under the excess benefit plan, Employees, including the named executive officers, with excess amounts of at least $1,000 may defer payment of their excess amounts. Employees are immediately 100 percent vested in their benefits under the excess benefit plan; however, the benefits are unsecured obligations of the Company in the event of its bankruptcy or insolvency. Before the beginning of each plan year, participants may select a rate of return to apply to the amounts to be deferred to the excess benefit plan for the upcoming plan year. In 2024, the excess benefit plan allowed participants to select a rate of return equal to returns in one or more of the following investment options:

  178. Nonqualified Deferred Compensation in Fiscal 2024

    | Fund Name | Ticker | 2024 Rate of Return | | Vanguard Target Retirement Income Fund | VTINX | 6.58% | | Vanguard Target Retirement 2020 Fund | VTWNX | 7.75% | | Vanguard Target Retirement 2025 Fund | VTTVX | 9.44% | | Vanguard Target Retirement 2030 Fund | VTHRX | 10.64% | | Vanguard Target Retirement 2035 Fund | VTTHX | 11.78% | | Vanguard Target Retirement 2040 Fund | VFORX | 12.88% | | Vanguard Target Retirement 2045 Fund | VTIVX | 13.91% | | Vanguard Target Retirement 2050 Fund | VFIFX | 14.64% | | Vanguard Target Retirement 2055 Fund | VFFVX | 14.64% | | Vanguard Target Retirement 2060 Fund | VTTSX | 14.63% | | Vanguard Target Retirement 2065 Fund | VLXVX | 14.62% | | Vanguard Target Retirement 2070 Fund | VSVNX | 14.59% | | Vanguard Institutional Index Fund Institutional Plus Shares | VIIIX | 24.99% | | Payden Absolute Return Bond Fund SI Class | PYAIX | 7.79% |

  179. Nonqualified Deferred Compensation in Fiscal 2024

    | 66 | | Southwest Airlines 2025 Proxy Statement |

  180. Nonqualified Deferred Compensation in Fiscal 2024

    The prior Vanguard Institutional Target Retirement Funds were merged into the Vanguard Investor Target Retirement Funds noted above. This change was effective on February 11, 2022. Amounts deferred to the excess benefit plan before 2018 received a rate of return equal to one or more of the following, in accordance with the participants’ elections:

  181. Nonqualified Deferred Compensation in Fiscal 2024

    | Fund Name | Ticker | 2024 Rate of Return | | Vanguard 500 Index Fund Admiral Shares | VFIAX | 24.97% | | Fixed Income Fund Plus 2 Percent | N/A | 7.67% |

  182. Nonqualified Deferred Compensation in Fiscal 2024

    Once an excess amount is credited to a participant’s account, the participant may not change that investment election for that amount or transfer amounts between funds, but participants may change investment elections during annual enrollment for new excess amounts deferred. Participants may receive their accounts upon separation from service with the Company. They must elect the time and form of distribution of their accounts before their first year of participation in the excess benefit plan. Distribution may be in a lump sum payout or equal annual installments over a period of up to five years. It may be received or commenced (i) in the calendar year of separation from service or (ii) the calendar year following the year in which separation from service occurs. The Company also offers a separate nonqualified deferred compensation plan, the SMC Deferred Compensation Plan, which is designed to provide benefits with respect to Employee contributions that cannot be contributed to the Company’s 401(k) plans due to qualified plan limits established by the IRS. Under the SMC Deferred Compensation Plan, officers of the Company who are not eligible to participate in the Company’s 2005 Deferred Compensation Plan for Pilots may, before the beginning of each plan year, irrevocably elect to defer up to 50 percent of their salary otherwise payable to them for such plan year and 100 percent of any bonus amounts they earn for such plan year. In 2024, the SMC Deferred Compensation Plan provided a rate of return equal to one or more of the investment options shown in the table above for the excess benefit plan. Participant benefits are unsecured obligations of the Company in the event of its bankruptcy or insolvency. Participants may receive their accounts upon separation from service with the Company. They must elect the time and form of distribution of their accounts before their first year of participation in the SMC Deferred Compensation Plan. Distribution may be in a lump sum payout or equal annual installments over a period of up to five years. It may be received or commenced (i) in the calendar year of separation from service or (ii) the calendar year following the year in which separation from service occurs. Through January 31, 2022, Mr. Kelly had an individual deferred compensation letter agreement (the “Prior Letter Agreement”), pursuant to which the Company made contributions to Mr. Kelly’s account to the extent such amounts could not be contributed to the Company’s tax-qualified 401(k) and profit sharing plans due to contribution limits and compensation limits established by the IRS. The Prior Letter Agreement provided for accrual and crediting to Mr. Kelly’s account, each January, of simple interest at a rate of ten percent, compounded annually, on the accrued and unpaid balance of the deferred compensation credited to his account as of the preceding December 31. Effective February 1, 2022, Mr. Kelly entered into his New Letter Agreement, and the Prior Letter Agreement was terminated. Under the New Letter Agreement, deferred compensation contributions to Mr. Kelly’s account ceased after the 2022 plan year. In addition, beginning January 1, 2023, simple interest on the balance of the deferred compensation credited to Mr. Kelly’s account will be equal to 120 percent of the Applicable Federal Long-Term Rate for January 2023, compounded annually. Subject to any applicable requirements of Section 409A of the Internal Revenue Code, the deferred compensation credited to Mr. Kelly’s account will be paid to him at the rate of $200,000 per calendar year, beginning the calendar year following the year in which his separation from service occurs.

  183. Nonqualified Deferred Compensation in Fiscal 2024

    | Southwest Airlines 2025 Proxy Statement | | 67 |

  184. Nonqualified Deferred Compensation in Fiscal 2024

    The following table provides information with respect to nonqualified deferred compensation earned by the named executive officers for 2024.

  185. Nonqualified Deferred Compensation in Fiscal 2024

    | | | Nonqualified Deferred Compensation for Fiscal 2024 | | | | | | Name | Plan | Executive Contributions in Last Fiscal Year ($) | Southwest Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions in Last Fiscal Year ($) | Aggregate Balance at December 31, 2024 ($) | | Robert E. Jordan | Excess Benefit Plan | — | — | 109,588(1) | — | 548,411(2) | | Tammy Romo | — | — | — | — | — | — | | Andrew M. Watterson | — | — | — | — | — | — | | Linda B. Rutherford | Excess Benefit Plan | — | — | 32,088(1) | | 201,089(3) | | Ryan C. Green | — | — | — | — | — | — | | Gary C. Kelly | Prior Letter Agreement | — | — | 154,125(1) | — | 3,497,414(4) | | | Excess Benefit Plan | — | — | 6,241(1) | — | 87,659(5) | | | SMC Deferred Compensation Plan | — | — | 603,274(1) | — | 8,422,867(6) | | Mark R. Shaw | — | — | — | — | — | — |

  186. Nonqualified Deferred Compensation in Fiscal 2024

    | (1) None of these earnings were above-market or preferential. Therefore, no portion of this amount has been reported as compensation to the named executive officer for the last completed fiscal year in the Summary Compensation Table. |

  187. Nonqualified Deferred Compensation in Fiscal 2024

    | (2) Of this amount, $113,111 has been required to be reported as compensation to Mr. Jordan in the Summary Compensation Table for previous years. |

  188. Nonqualified Deferred Compensation in Fiscal 2024

    | (3) None of this amount has been required to be reported as compensation to Ms. Rutherford in the Summary Compensation Table for previous years. |

  189. Nonqualified Deferred Compensation in Fiscal 2024

    | (4) Of this amount, $2,366,550 has been required to be reported as compensation to Mr. Kelly in the Summary Compensation Table for previous years. |

  190. Nonqualified Deferred Compensation in Fiscal 2024

    | (5) None of this amount has been required to be reported as compensation to Mr. Kelly in the Summary Compensation Table for previous years. |

  191. Nonqualified Deferred Compensation in Fiscal 2024

    | (6) Of this amount, $6,110,634 has been required to be reported as compensation to Mr. Kelly in the Summary Compensation Table for previous years. |

  192. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control

  193. Fiscal 2024 Director Compensation

    Fiscal 2024 Director Compensation The following table provides information with respect to compensation earned by the non-Employee members of the Board for the year ended December 31, 2024.

  194. Fiscal 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Lisa M. Atherton | 75,114 | 170,008 | — | 245,122 | | David W. Biegler(2) | 220,847 | 170,008 | 226,128(3) | 616,983 | | J. Veronica Biggins(2) | 198,388 | 170,008 | 75,000(4) | 443,396 | | Roy Blunt(2) | 172,186(5) | 170,008 | — | 342,194 | | Pierre R. Breber | 19,315 | 127,510 | — | 146,825 | | Douglas H. Brooks | 119,753 | 170,008 | — | 289,761 | | Eduardo F. Conrado | 125,500(5) | 170,008 | — | 295,508 | | William H. Cunningham(2) | 239,563 | 170,008 | 279,023(6) | 688,594 | | C. David Cush | 18,644 | 127,510 | — | 146,154 | | Sarah E. Feinberg | 18,493 | 127,510 | — | 146,003 | | Robert L. Fornaro(7) | 28,014 | 127,510 | 203,167(8) | 358,691 | | Rakesh Gangwal | 85,767 | 170,018 | — | 255,785 | | Thomas W. Gilligan(2) | 206,038 | 170,008 | 35,000(4) | 411,046 | | David J. Grissen | 20,959 | 127,510 | — | 148,469 | | David P. Hess | 159,743 | 170,008 | — | 329,751 | | Elaine Mendoza | 230,500 | 170,008 | — | 400,508 | | John T. Montford(9) | 72,104 | — | 242,062(10) | 314,166 | | Christopher P. Reynolds | 192,288 | 170,008 | — | 362,296 | | Ron Ricks(9) | 79,820 | — | 275,000(11) | 354,820 | | Gregg A. Saretsky | 23,877 | 127,510 | — | 151,387 | | Jill Soltau(2) | 271,943 | 170,008 | — | 441,951 | | Patricia A. Watson | 18,082 | 127,510 | — | 145,592 |

  195. Fiscal 2024 Director Compensation

    | (1) Awards consist of shares of common stock for each of the Company’s non-Employee members of the Board. Each non-Employee member of the Board on May 15, 2024, received 6,122 shares of common stock. Mr. Gangwal, who did not join the Board until July 7, 2024, received 6,311 shares of common stock on July 31, 2024. Mr. Fornaro, who did not join the Board until September 26, 2024, received 4,011 shares of common stock on November 21, 2024. Mr. Breber, Mr. Cush, Ms. Feinberg, Mr. Grissen, Mr. Saretsky, and Ms. Watson, each of whom did not join the Board until November 1, 2024, also received 4,011 shares of common stock on November 21, 2024. The values included in this column represent the grant date fair value of these awards computed in accordance with FASB ASC Topic 718. Each amount is equal to the number of shares of common stock multiplied by the closing price of the Company’s common stock on the applicable date of the grant, which was $27.77, $26.94, and $31.79, on May 15, 2024, July 31, 2024, and November 21, 2024, respectively. |

  196. Fiscal 2024 Director Compensation

    | (2) Resigned from the Board effective 11:59 p.m. Central Time on November 1, 2024. The Company’s practice is to pay annual Board and committee membership cash retainer fees for the July 1 to June 30 time period, and as such, the amount shown reflects the Director receiving his or her full cash retainer fees for the July 2024 through June 2025 term. |

  197. Fiscal 2024 Director Compensation

    | (3) Consists of (i) a retirement payment of $75,000 pursuant to the Company’s Amended and Restated Severance Plan for Directors (the “Severance Plan for Directors”) and (ii) a payout of $151,128 under the Company’s Outside Director Incentive Plan. Through May 2009, non-Employee members of the Board received annual grants of performance shares pursuant to the Company’s Outside Director Incentive Plan, which terminated effective March 18, 2010, with respect to future grants. Pursuant to the terms of the Outside Director Incentive Plan, on the 30th calendar day following the date on which Mr. Biegler ceased to serve as a Director of the Company, he became entitled to an amount in cash equal to the average fair market value of the Company’s common stock during the 30 days preceding his last date of service multiplied by the 5,000 performance shares then held by him. |

  198. Fiscal 2024 Director Compensation

    | (4) Amount was paid pursuant to the Severance Plan for Directors. |

  199. Fiscal 2024 Director Compensation

    | Southwest Airlines 2025 Proxy Statement | | 71 |

  200. Fiscal 2024 Director Compensation

    | (5) One hundred percent of this amount (representing cash retainer fees earned with respect to 2024) was deferred pursuant to the Company’s SMC Deferred Compensation Plan. |

  201. Fiscal 2024 Director Compensation

    | (6) Consists of (i) a retirement payment of $75,000 pursuant to the Severance Plan for Directors; and (ii) a payout of $204,023 under the Company’s Outside Director Incentive Plan. Pursuant to the terms of the Outside Director Incentive Plan, on the 30th calendar day following the date on which Dr. Cunningham ceased to serve as a Director of the Company, he became entitled to an amount in cash equal to the average fair market value of the Company’s common stock during the 30 days preceding his last date of service multiplied by the 6,750 performance shares then held by him. |

  202. Fiscal 2024 Director Compensation

    | (7) Mr. Fornaro participates, and will be entitled to continue to participate, in the Post-Termination Lifetime Medical and Dental Plan for Former AirTran Holdings, Inc. Officers in accordance with the terms of such plan, as provided in the agreements pursuant to which the Company acquired AirTran Holdings, Inc. on May 2, 2011. |

  203. Fiscal 2024 Director Compensation

    | (8) Amount was paid pursuant to an Advisory Agreement between Mr. Fornaro and the Company, which was terminated on September 26, 2024. Mr. Fornaro was also party to a Consultant Retention Letter governed by the terms of such Advisory Agreement and whereby the Company did not pay Mr. Fornaro an additional fee. |

  204. Fiscal 2024 Director Compensation

    | (9) Retired from the Board in May 2024. |

  205. Fiscal 2024 Director Compensation

    | (10) Consists of (i) a retirement payment of $75,000 pursuant to the Severance Plan for Directors; and (ii) a payout of $167,062 under the Company’s Outside Director Incentive Plan. Pursuant to the terms of the Outside Director Incentive Plan, on the 30th calendar day following the date on which Mr. Montford ceased to serve as a Director of the Company, he became entitled to an amount in cash equal to the average fair market value of the Company’s common stock during the 30 days preceding his last date of service multiplied by the 6,000 performance shares then held by him. |

  206. Fiscal 2024 Director Compensation

    | (11) Consists of (i) a retirement payment of $35,000 pursuant to the Severance Plan for Directors; and (ii) a payment of $240,000 pursuant to a Consulting Agreement between Mr. Ricks and the Company, which was terminated on February 15, 2025. |

  207. Fiscal 2024 Director Compensation

    Non-Employee Directors’ cash retainer fees for Board membership and standing committees are generally paid on an annual basis. Board of Director and committee fees earned by the non-Employee Directors on an annualized basis with respect to 2024 are set forth in the table below:

  208. Fiscal 2024 Director Compensation

    | Board of Directors: | | | Retainer Fee | $90,000 | | Chair Retainer Fee effective November 2, 2024 | $200,000 | | Non-Employee Vice Chair Retainer Fee | $35,000 | | Lead Director Retainer Fee | $35,000 | | Audit Committee: | | | Chair Retainer Fee | $30,000 | | Member Retainer Fee | $15,000 | | Compensation Committee: | | | Chair Retainer Fee | $25,000 | | Member Retainer Fee | $12,500 | | Nominating and Corporate Governance Committee: | | | Chair Retainer Fee | $20,000 | | Member Retainer Fee | $10,000 | | Safety and Operations Committee f/k/a Safety and Compliance Oversight Committee: | | | Chair Retainer Fee | $20,000 | | Member Retainer Fee | $10,000 | | Finance Committee f/k/a Executive Committee: | | | Chair Retainer Fee prior to November 21, 2024 | $20,000 | | Chair Retainer Fee effective November 21, 2024 | $30,000 | | Retainer Fee for all Non-Employee Members prior to November 21, 2024 | $10,000 | | Retainer Fee for all Non-Employee Members effective November 21, 2024 | $15,000 | | Meetings in excess of regularly scheduled Board and Committee Meetings | | | In-person or Telephonic Attendance Fee Per Meeting | $1,500 |

  209. Fiscal 2024 Director Compensation

    | 72 | | Southwest Airlines 2025 Proxy Statement |

  210. Fiscal 2024 Director Compensation

    During 2024, the Company provided free travel on Southwest Airlines on a reserved basis for Board members, their spouses, and children of Board members. In addition, the Company’s policy is to provide Board members up to 50 free oneway flight passes, which they could give to anyone on an unrestricted basis along with up to 50 free oneway flight passes, which they could request for use by qualified charitable and 501(c)(3) organizations. The non-Employee Directors’ current compensation program provides for the following travel privileges following a non-Employee Director’s retirement from the Board: (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. In the case of a non-Employee Director’s appointment or retirement occurring between the Company’s annual meetings of shareholders, credit for the length of service for the full term shall be granted. In addition, non-Employee Directors may participate in professional development or continuing education programs, courses, seminars, and other similar events. The Company reimburses Directors for the costs associated with these programs, courses, and seminars, including reasonable travel expenses, membership fees, and registration fees. Southwest Airlines Co. Severance Plan for Directors. The Board adopted the Severance Plan for Directors in 2009. Pursuant to the Severance Plan for Directors, upon retirement from the Board, a non-Employee Director who has served at least five years as of the date of retirement is entitled to a cash payment of $35,000, and a non-Employee Director who has served at least ten years as of the date of retirement is entitled to a cash payment of $75,000.

  211. Fiscal 2024 Director Compensation

    | Southwest Airlines 2025 Proxy Statement | | 73 |

  212. Fiscal 2024 Director Compensation

    | Audit Committee Report |

  213. Fiscal 2024 Director Compensation

    The Audit Committee has reviewed and discussed with management the audited financial statements of the Company for the year ended December 31, 2024. In addition, the Audit Committee has discussed with Ernst & Young LLP, the Company’s independent auditors, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence, and has discussed with Ernst & Young its independence. Based on the foregoing review and discussions and relying thereon, the Audit Committee recommended to the Company’s Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. AUDIT COMMITTEE Douglas H. Brooks, Chair Pierre R. Breber Eduardo F. Conrado David J. Grissen Elaine Mendoza Gregg A. Saretsky

  214. Fiscal 2024 Director Compensation

    | 74 | | Southwest Airlines 2025 Proxy Statement |

  215. Fiscal 2024 Director Compensation

    | PROPOSAL 2 Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers |

  216. Fiscal 2024 Director Compensation

    In accordance with the Dodd-Frank Act, as well as Section 14A of the Exchange Act, and the rules promulgated thereunder, the Company is providing its Shareholders with the opportunity to cast a non-binding advisory vote on a resolution to approve the compensation of the Company’s named executive officers as disclosed in this Proxy Statement (the “Say-on-Pay Resolution”). This vote is not intended to address any specific element of compensation, but instead is intended to address the overall compensation of the named executive officers as disclosed in this Proxy Statement. As discussed in greater detail above under “Compensation of Executive Officers — Compensation Discussion and Analysis,” the Board and its Compensation Committee believe the compensation of the Company’s named executive officers for 2024 was reasonable and appropriate for the following reasons, among many others:

  217. Fiscal 2024 Director Compensation

    | • | The named executive officer compensation structure for 2024 reflects the Compensation Committee’s goal to balance the following objectives: (i) providing fair pay for performance, while maintaining a view from the perspective of the Company’s Shareholders; and (ii) retaining talent, while treating Employees consistently to the extent feasible. To link pay to performance and Shareholder interests, the Compensation Committee tied 100 percent of each named executive officer’s short-term incentive compensation opportunity to pre-established performance metrics. In establishing 2024 performance metrics and related targets, the Compensation Committee focused on financial, Customer, and operational performance as well as achievement of the Company’s major initiatives. In the Compensation Committee’s view, the resulting short-term incentive payouts for 2024 were fairly and appropriately aligned with Shareholder interests, as discussed in more detail above in “Compensation Discussion and Analysis – Determination of 2024 Executive Compensation; Analysis of Compensation Elements.” The named executive officers’ long-term incentive awards, which were granted in February 2024, reflected the Compensation Committee’s belief that long-term incentive awards, including equity, should constitute a strong component of overall compensation in order to (i) align a significant percentage of the named executive officers’ compensation opportunities with the interests of the Company’s Shareholders; (ii) serve as a performance-based method to provide appropriate total compensation opportunities relative to market, while also serving as a retention mechanism; and (iii) provide a sufficient percentage of total pay at risk when combined with short-term incentive compensation. Additional detail regarding the Compensation Committee’s rationale for its short-term incentive and long-term incentive determinations is provided above under “Compensation Discussion and Analysis – Determination of 2024 Executive Compensation; Analysis of Compensation Elements.” |

  218. Fiscal 2024 Director Compensation

    | • | During 2024, the Company provided minimal perquisites to the named executive officers. |

  219. Fiscal 2024 Director Compensation

    | • | During 2024, none of the named executive officers, other than Mr. Kelly, was party to an employment contract with the Company. |

  220. Fiscal 2024 Director Compensation

    | • | The Compensation Committee has adopted the Clawback Policy, pursuant to which, to the extent permitted by governing law, the Compensation Committee shall (unless determined to be impracticable) take reasonably prompt action to recoup executive officers’ erroneously awarded incentive-based compensation in the event the Company is required to restate its publicly reported financial statements due to material noncompliance with any financial reporting requirements. |

  221. Fiscal 2024 Director Compensation

    | • | None of the named executive officers has a severance arrangement related to termination of employment other than in connection with a change-in-control, and the change-in-control arrangements are “double trigger” in that they require both a change-in-control and termination of employment prior to any payout. Further, the Board has adopted a limitation on severance payments within the Company’s Corporate Governance Guidelines. |

  222. Fiscal 2024 Director Compensation

    | Southwest Airlines 2025 Proxy Statement | | 75 |