DEF 14A of Southwest Airlines Co, Mar 27, 2026

DEF 14A of Southwest Airlines Co

Filed Mar 27, 2026 · FY20250001193125-26-127237

Open on EDGAR

  1. Jeff Novota

    | Page | | | 66 | Compensation of Directors | | 68 | Audit Committee Report | | 69 | Proposal 2 — Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers | | 71 | Proposal 3 — Ratification of the Selection of the Independent Auditors | | 72 | Other Matters | | 72 | About the Annual Meeting | | 72 | Internet Availability of Proxy Materials | | 72 | Voting Procedures | | 73 | Quorum; Effect of Abstentions and Broker Non-Votes | | 73 | Submission of Shareholder Proposals and Director Nominations | | 74 | Delinquent Section 16(a) Reports | | 74 | Conduct of Meeting and Discretionary Authority | | 75 | Householding | | 75 | Costs of Solicitation | | A-1 | Appendix | | A-1 | Southwest Airlines Co. Audit and Non-Audit Services Preapproval Policy |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Occupation | Independent | Director Since | Other Current Public Boards | Audit | Compensation | Nominating & Corporate Governance | Safety & Operations | Fleet Oversight* | | Lisa M. Atherton | President & CEO of Textron, Inc. | ✓ | 2024 | 1 | | ● | ● | | ● | | 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 | — | ● | ● | | | ● | | Sarah E. Feinberg | Former Administrator of the U.S. Federal Railroad Administration | ✓ | 2024 | 1 | | ● | ● | | | | Robert L. Fornaro | Former CEO of Spirit Airlines and AirTran Holdings Inc. | | 2024 | 1 | | | | ● | | | 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 | Former EVP and Chief Strategy Officer of Toyota Motor North America | ✓ | 2022 | 1 | | ● | ● | | | | Patricia A. Watson | Former Chief Information and Technology Officer of NCR Atleos | ✓ | 2024 | 2 | | | ● | ● | |

  4. Director Nominees

    | ● | Committee Member |

  5. Director Nominees

    | ● | Committee Chair |

  6. Director Nominees

    | * Ad hoc committee established in July 2025 |

  7. Director Nominees

    | 2 | | Southwest Airlines 2026 Proxy Statement |

  8. Board Refreshment

    Board Refreshment Our Board has evolved significantly over recent years as the Company implements strategic initiatives intended to improve the Company’s value proposition. 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 they anticipate the qualifications needed to effectively guide Southwest through our continuing transformation.

  9. 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, retail, and hospitality. 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.

  10. Director Nominee Composition

    | Southwest Airlines 2026 Proxy Statement | | 3 |

  11. Director Skills and Qualifications

    Director Skills and Qualifications When conducting its review of the appropriate skills and qualifications desired of Directors, the Nominating and Corporate Governance Committee considers the skills, experience, and expertise that are critical to the Board’s ability to provide effective oversight of the Company and are relevant to Southwest’s business, strategy, and operations. The Nominating and Corporate Governance Committee reviews the composition of the Board as a whole to maintain a balance of knowledge and experience. The following matrix displays the significant skills and qualifications that each Director nominee possesses.

  12. Director Skills and Qualifications

    | Skill | Definition | | Public CEO: | Substantial professional experience as a past or present CEO of a public company. | | Finance & Accounting: | Substantial professional experience in finance or accounting, including experience assessing capital structure and allocation, financing and investing activities, financial reporting, and internal controls. | | Technology: | Substantial professional experience in technology fields such as cybersecurity, product development, digital solutions, data analytics, information technology, and data management. | | Government Affairs: | Substantial professional experience in government relations, regulatory affairs, or public policy. | | Human Capital: | Substantial professional experience in human resources, compensation practices, and talent acquisition, retention, and development. | | Environmental/ Sustainability: | Substantial professional experience with environmental or sustainability initiatives. |

  13. Director Skills and Qualifications

    | Skill | Definition | | Logistics/ Operations: | Substantial professional experience with supply chain management, logistics, inventory management, network design, or operations strategy. | | Marketing/Brand Management: | Substantial professional experience in retail and consumer marketing, sales, and brand management, as well as in customer and product support services. | | Safety: | Substantial professional experience in safety and operational compliance, including experience overseeing and implementing policies, processes, and procedures designed to comply with applicable government and industry regulations, standards, and trends. | | Airline/Aerospace: | Substantial professional experience as a senior executive, regulator, or consultant in the airline or aerospace industries. | | Risk Management: | Substantial professional experience overseeing and implementing processes and procedures to identify, mitigate, and manage risks facing an enterprise. |

  14. Director Skills and Qualifications

    | Skills and Experience | Public CEO | Finance & Accounting | Technology | Govt Affairs | Human Capital | Environmental/ Sustainability | Logistics/ Operations | Marketing/ Brand Management | Safety | Airline/ Aerospace | Risk Management | | Lisa M. Atherton | ● | | | ● | ● | | ● | | ● | ● | ● | | Pierre R. Breber | | ● | ● | ● | | ● | ● | | ● | | ● | | Douglas H. Brooks | ● | ● | | | ● | | ● | ● | | | ● | | Sarah E. Feinberg | | | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Robert L. Fornaro | ● | ● | | ● | ● | | ● | ● | ● | ● | ● | | Rakesh Gangwal | ● | ● | ● | | ● | | ● | | ● | ● | ● | | David J. Grissen | | ● | | ● | ● | ● | ● | ● | ● | | ● | | David P. Hess | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Robert E. Jordan | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Christopher P. Reynolds | | | ● | ● | ● | ● | ● | | ● | | ● | | Patricia A. Watson | | | ● | ● | ● | | ● | ● | | ● | ● |

  15. Director Skills and Qualifications

    | 8 | | Southwest Airlines 2026 Proxy Statement |

  16. Director Skills and Qualifications

    | Director since: 2024 Principal Occupation President and CEO of Textron, Inc. Board Committees • Compensation (Chair) • Fleet Oversight • Nominating and Corporate Governance Skills and Qualifications • Airline / Aerospace • Government Affairs • Human Capital • Logistics / Operations • Public CEO • Risk Management • Safety | LISA M. ATHERTON Age: 51 | Independent Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Executive leadership and operational expertise, including in the commercial and defense aviation industry as President and CEO of Textron, Inc. (“TXT”), an industrial conglomerate, and formerly as President and CEO of Bell, a subsidiary of 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 30 years of experience interacting with regulators acquired through her roles in the private sector at the Textron and Bell suite of businesses and at the 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, Textron, Inc. (2026 – present) • President and CEO, Bell (2023 – 2025) • 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) • Various leadership roles (2013 – 2014) • Various leadership positions, Textron Systems (2007 – 2013) • Air Combat Command, Directorate of Requirements (1999 – 2007) Other Public Company Board Experience • Textron, Inc. (2026 – present) |

  17. Director Skills and Qualifications

    | Southwest Airlines 2026 Proxy Statement | | 9 |

  18. Director Skills and Qualifications

    | Director since: 2024 Principal Occupation Former Vice President and CFO of Chevron Corporation Board Committees • Audit (Chair) • Compensation Skills and Qualifications • Environmental / Sustainability • Finance & Accounting • Government Affairs • Logistics / Operations • Risk Management • Safety • Technology | PIERRE R. BREBER Age: 61 | 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 • The ExCo Group LLC (2025 – present) • 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) |

  19. Director Skills and Qualifications

    | 10 | | Southwest Airlines 2026 Proxy Statement |

  20. Director Skills and Qualifications

    | Director since: 2010 Principal Occupation Former Chairman, President, and CEO of Brinker International, Inc. Board Committees • Audit • Compensation • Fleet Oversight Skills and Qualifications • Finance & Accounting • Human Capital • Logistics / Operations • Marketing / Brand Management • Public CEO • Risk Management | DOUGLAS H. BROOKS Age: 73 | Independent Chair of the Board | | | 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) |

  21. Director Skills and Qualifications

    | Southwest Airlines 2026 Proxy Statement | | 11 |

  22. Director Skills and Qualifications

    | Director since: 2024 Principal Occupation Former CEO and President of the New York City Transit Authority; Former Administrator of the U.S. Federal Railroad Administration Board Committees • Compensation • Nominating and Corporate Governance Skills and Qualifications • Airline / Aerospace • Environmental / Sustainability • Government Affairs • Human Capital • Logistics / Operations • Marketing / Brand Management • Risk Management • Safety • Technology | SARAH E. FEINBERG Age: 48 | 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 U.S. 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, U.S. 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 Public Company Board Experience • Marblegate Capital Corporation, a vertically integrated, full-service fleet operator and specialty finance lender (2025 – present) Other Professional Memberships • Board of Directors, Mainstay Maritime, 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) |

  23. Director Skills and Qualifications

    | 12 | | Southwest Airlines 2026 Proxy Statement |

  24. Director Skills and Qualifications

    | Director since: 2024 Principal Occupation Former CEO of Spirit Airlines and of AirTran Holdings Inc. Board Committees • 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: 73 | 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 • WestJet Airlines (2020 – present) • Avianca Group International Limited, a leading airline in Central America and South America (2021 – 2026) • Spirit Airlines, Inc. (2014 – 2019) • AirTran Holdings Inc. (2001 – 2011) Other Professional Memberships • Board of Directors, ABRA Group Limited, an air transport holding company (2026 – present) |

  25. Director Skills and Qualifications

    | Southwest Airlines 2026 Proxy Statement | | 13 |

  26. Director Skills and Qualifications

    | Director since: 2024 Principal Occupation Co-Founder of InterGlobe Aviation Limited Board Committees • Fleet Oversight (Chair) • Nominating and Corporate Governance Skills and Qualifications • Airline / Aerospace • Finance & Accounting • Human Capital • Logistics / Operations • Public CEO • Risk Management • Safety • Technology | RAKESH GANGWAL Age: 72 | Independent Director | | | 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) |

  27. Director Skills and Qualifications

    | 14 | | Southwest Airlines 2026 Proxy Statement |

  28. Director Skills and Qualifications

    | Director since: 2024 Principal Occupation Former Group President of Marriott International Board Committees • Audit • Compensation Skills and Qualifications • Environmental / Sustainability • Finance & Accounting • Government Affairs • Human Capital • Logistics / Operations • Marketing / Brand Management • Risk Management • Safety | DAVID J. GRISSEN Age: 68 | 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) |

  29. Director Skills and Qualifications

    | Southwest Airlines 2026 Proxy Statement | | 15 |

  30. Director Skills and Qualifications

    | Director since: 2021 Principal Occupation Former CEO of Arconic Corporation Board Committees • Audit • 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: 70 | 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) |

  31. Director Skills and Qualifications

    | 16 | | Southwest Airlines 2026 Proxy Statement |

  32. Director Skills and Qualifications

    | Director since: 2022 Principal Occupation CEO, President, and Vice Chairman of the Board of Southwest Airlines Co. Board Committees • Fleet Oversight • Safety and Operations 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: 65 | 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 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. |

  33. Director Skills and Qualifications

    | Southwest Airlines 2026 Proxy Statement | | 17 |

  34. Director Skills and Qualifications

    | Director since: 2022 Principal Occupation Former Executive Vice President and Chief Strategy Officer, Toyota Motor North America; Former Deputy Chief Officer, Toyota Motor Corporation 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: 63 | 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 (“TMC”), 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. As Deputy Chief Officer for TMC, Mr. Reynolds established and grew Toyota’s global compliance and risk management programs across its seven global regions, handling and resolving a myriad of cross-border issues with potential reputational impacts to the company’s brand. • Deep operational and safety experience in the transportation industry. Mr. Reynolds’ leadership guided 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 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 Deputy Chief Officer at TMC, he identified and developed high potential talent for leadership roles across Toyota’s global regions. Mr. Reynolds engages in the North Texas community as Vice-Chair of the board of AT&T Performing Arts Center in Dallas and board member of the Communities Foundation of Texas. | | | Business Experience • Senior Advisor, Toyota Motor North America (2025) • 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) • 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 Other Public Company Board Experience • Toyota Motor Corporation (2025 – present) |

  35. Director Skills and Qualifications

    | 18 | | Southwest Airlines 2026 Proxy Statement |

  36. Director Skills and Qualifications

    | 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: 60 | Independent Director | | | Expertise Relevant to Southwest Airlines’ Business and Strategy • Experience implementing new technology initiatives, including generative AI solutions, 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 and Chief Information and Technology Officer at NCR Atleos Corporation, 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 • Global Payments Inc. (2025 – present) • Rockwell Automation, Inc. (2017 – present) • Texas Capital Bank, Inc. (2016 – 2020) Other Professional Memberships • Board of Directors, USAA Federal Savings Bank (2020 – 2023) |

  37. Director Skills and Qualifications

    | Southwest Airlines 2026 Proxy Statement | | 19 |

  38. Table of Contents

    | 34 | Executive Summary | | 38 | Role of Independent Compensation Consultant; Benchmarking; Market Data | | 39 | Internal Equity; Role of Management | | 40 | Determination of 2025 Executive Compensation; Analysis of Compensation Elements |

  39. Table of Contents

    | 40 | Base Pay | | 40 | Short-Term Incentive Compensation | | 44 | Long-Term Incentive Compensation | | 48 | Retirement, Health, and Other Benefits | | 49 | Significant Corporate Governance and Compensation Policies and Practices | | 51 | Risk Assessment and Compensation Practices Oversight |

  40. Compensation Objectives and Philosophy

    Pay-for-Performance. 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 and is heavily weighted toward long-term incentive opportunities. The Committee’s pay-for-performance philosophy rewards executives for absolute and relative financial, operational, and strategic performance. Annually, the Committee establishes challenging performance goals under both the Company’s short-term and long-term incentive compensation plans to drive the Company’s business objectives and priorities and to support long-term value creation. Retention; Internal Equity. The Committee balances its pay-for-performance philosophy with its view that pay should be adequate for retention purposes and should account for internal equity. To address retention, the Committee has historically sought to balance 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. While the Committee references the median of market data as a point of reference when assessing the appropriateness of the Company’s executive compensation, actual and target pay for each executive may vary from the median based on each individual’s relative role, responsibilities, performance, and contributions as well as tenure. Say-on-Pay Voting Results. At its 2025 Annual Meeting of Shareholders, votes in favor of approving the Company’s named executive officer compensation constituted approximately 94 percent of the shares voted either for or against the proposal. The Committee interpreted these say-on-pay voting results as an endorsement of (i) the Committee’s overall compensation philosophy and structure, (ii) the Company’s executive pay levels generally, and (iii) the Committee’s justifications for its individual executive compensation decisions. The Committee will continue to consider the results of the advisory say-on-pay vote, as well as feedback from the Company’s Shareholders, when making future compensation decisions. Additional detail regarding Shareholder engagement is provided under “Proxy Summary – Shareholder Engagement.”

  41. Elements of Compensation

    | Type | Component | Objective | | Fixed Compensation | Base Salary | • Provide a reasonable base level of monthly income relative to responsibilities, skills, experience, tenure, performance, and the market for the executive’s skills | | Variable Compensation | Short-Term Incentive (“STI”) Compensation | | | | STI Cash Compensation | • Incentivize short-term absolute and relative financial and operational performance, as well as achievement of the Company’s major initiatives using pre-established performance criteria • Create accountability and focus Employees on specific goals in the current year • Enable the Company to attract and retain qualified executive talent | | | Long-Term Incentive (“LTI”) Compensation | | | | Time-Based LTI | | | | Annual Time-Based Restricted Stock Units (“RSUs”) | • Align interests with Shareholders, facilitate executive officer share ownership, and encourage retention | | | Performance-Based LTI | | | | Annual Performance-Based RSUs | • Incentivize and reward achievement of the Company’s long-term financial objectives • Align interests with Shareholders, facilitate executive officer share ownership, and encourage retention | | | Special Southwest Even Better Awards | • Incentivize execution of the Company’s transformational initiatives and improvements to the Company’s financial performance in alignment with Shareholder interests | | Benefits and Perquisites | Health, Welfare, and Retirement Benefit Plans; Perquisites; and Other Benefits | • Encourage retention, support long-term employment, and allow the Company to compete for executive talent • Demonstrate the Company’s commitment to the health and financial wellness of its Employees |

  42. Elements of Compensation

    In addition to the elements of compensation described above, Mr. Doxey received a sign-on cash award, subject to certain repayment provisions, and a sign-on equity award in the form of time-based RSUs in connection with his appointment as Executive Vice President & Chief Financial Officer. None of the other NEOs received these sign-on awards.

  43. Key Executive Compensation Changes in 2025

    | STI Compensation • The Committee chose Operating Margin, excluding special items, as the financial performance metric on the Management Incentive Scorecard (“Scorecard”), a change from previously using EBITDA, excluding special items. This change reflects the Committee’s focus on core business performance in terms of both revenue growth and cost management in alignment with Shareholder interest in value creation. • The Committee increased the weighting of the financial metric on the Scorecard to further incentivize improvement in financial performance. | LTI Compensation • The Committee granted special Southwest Even Better Awards in 2025 to incentivize management to execute on its transformational initiatives and expedite improvements to the Company’s financial performance in alignment with Shareholder interests. The Southwest Even Better Awards are performance-based RSUs with a three-year cliff vesting period dependent on the Company’s financial performance over multiple years. | Leadership Changes • Anthony Roach was promoted to Executive Vice President Chief Customer & Brand Officer, effective March 1, 2025. • Tom Doxey was appointed Executive Vice President & Chief Financial Officer, effective March 10, 2025. • Tammy Romo resigned from her positions as Chief Financial Officer and Executive Vice President of the Company, effective March 10, 2025, and April 1, 2025, respectively. |

  44. 2025 Base Pay and Short-Term Incentive Compensation

    2025 Base Pay and Short-Term Incentive Compensation 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 as a percentage of the named executive officer’s base pay, effective first quarter 2025. Additional detail regarding base salary and short-term incentive compensation is included below under “Determination of 2025 Executive Compensation; Analysis of Compensation Elements.” The named executive officer base salaries, STI Target Opportunities, and actual STI award payments for 2025 are shown in the table below.

  45. 2025 Base Pay and Short-Term Incentive Compensation

    | Name | Base Salary(1) | 2025 STI Target Opportunity | 2025 STI Target Opportunity | Company Scorecard Performance | Actual STI Award Payout | | Bob Jordan | $850,000 | 200% | $1,700,000 | 119.48% | $2,031,160 | | Tom Doxey(2) | $575,000 | 135% | $776,250 | 119.48% | $790,250(3) | | Andrew Watterson | $680,000 | 150% | $1,020,000 | 119.48% | $1,218,696 | | Justin Jones | $545,000 | 135% | $735,750 | 119.48% | $879,074 | | Anthony Roach | $500,000 | 135% | $675,000 | 119.48% | $748,550(4) | | Tammy Romo | $610,000 | 135% | $823,500 | 119.48% | $983,918 |

  46. 2025 Base Pay and Short-Term Incentive Compensation

    | (1) Base salary as of December 31, 2025. |

  47. 2025 Base Pay and Short-Term Incentive Compensation

    | (2) Mr. Doxey also received a sign-on cash award in 2025 of $500,000, subject to certain repayment provisions, approved by the Committee in connection with Mr. Doxey’s appointment as Executive Vice President & Chief Financial Officer. |

  48. 2025 Base Pay and Short-Term Incentive Compensation

    | (3) Mr. Doxey joined the Company in 2025, and his STI award payout was prorated accordingly. |

  49. 2025 Base Pay and Short-Term Incentive Compensation

    | (4) Mr. Roach’s STI award payout was prorated based on his previous STI Target Opportunity of 75% and his new STI Target Opportunity of 135%, in connection with his promotion to executive officer in March 2025. |

  50. 2025 Base Pay and Short-Term Incentive Compensation

    | 36 | | Southwest Airlines 2026 Proxy Statement |

  51. 2025 Long-Term Incentive Compensation

    2025 Long-Term Incentive Compensation Annual RSUs and Performance Based RSUs. For 2025, all named executive officer annual long-term incentive opportunities were awarded in the form of equity awards, with 50 percent of each NEO’s long-term incentive opportunity granted in the form of performance-based RSUs and 50 percent in the form of time-vesting RSUs. The time-based RSUs vest ratably over three years. The performance-based RSUs will vest, if at all, depending on the Company’s financial performance over multiple years. Southwest Even Better Awards. Reflecting the Committee’s desire to incentivize management to execute on its transformational initiatives and expedite improvements to the Company’s financial performance in alignment with Shareholder interests, the Committee granted additional long-term incentive equity awards to certain senior Employees in March 2025 and to Mr. Jordan in October 2025. The Southwest Even Better Awards will vest, if at all, depending on the Company’s financial performance over multiple years. The Committee awarded long-term incentive opportunities in 2025 (shown at target) to the named executive officers as follows:

  52. 2025 Long-Term Incentive Compensation

    | Name | 2025 Annual LTI Opportunity as Percentage of Base Salary | 2025 Time-Based LTI Opportunity (RSUs) | 2025 Performance-Based LTI Opportunity (Performance-Based RSUs) | Special Southwest Even Better Awards | | Robert E. Jordan | 950% | $4,037,523 | $4,037,523 | $5,000,025 | | Tom Doxey | 450% | $1,356,172 | $1,356,172 | $3,173,000 | | Andrew M. Watterson | 500% | $1,700,008 | $1,700,008 | $3,173,000 | | Justin Jones | 400% | $1,090,028 | $1,090,028 | $1,903,800 | | Anthony Roach* | 350% | $875,023 | $875,023 | $1,903,800 | | Tammy Romo | 450% | $1,372,526 | $1,372,526 | — |

  53. 2025 Long-Term Incentive Compensation

    | * Mr. Roach’s long-term incentive opportunity in 2025 increased from 150% to 350% effective March 1, 2025 in connection with his promotion to Executive Vice President Chief Customer & Brand Officer. |

  54. 2025 Long-Term Incentive Compensation

    Sign-On Equity Award. In order to attract and retain a highly qualified executive officer, the Committee approved a long-term sign-on equity award for Mr. Doxey in the form of time-vesting RSUs with a grant date fair value of approximately $1.5 million in March 2025 upon his appointment as Executive Vice President & Chief Financial Officer. Additional detail regarding these equity grants is included below under “Determination of 2025 Executive Compensation; Analysis of Compensation Elements – Long-Term Incentive Compensation.”

  55. Prior-Period Awards

    | Name | 2022 Restricted Cash Awards | 2023 Restricted Cash Awards | 2023 Performance- Based RSUs | 2023 Performance- Based Cash Incentive Awards | | Robert E. Jordan | ● | ● | ● | ● | | Andrew M. Watterson | ● | ● | ● | ● | | Justin Jones | ● | ● | ● | ● | | Anthony Roach | | | ● | | | Tammy Romo | ● | ● | ● | ● |

  56. Prior-Period Awards

    | Prior-Period Awards | Metric | Payout | | Performance-Based Awards 2023 Performance-Based RSUs 2023 Performance-Based Cash Incentive Awards | ROIC (after-tax) Less Excess Cash Performance period: January 1, 2023 to December 31, 2025 | 0% | | Time-Based Awards 2022 Restricted Cash Awards 2023 Restricted Cash Awards | Service-based and time-based | Vests 1/3 annually on April 15th |

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

    Role of Independent Compensation Consultant; Benchmarking; Market Data

  58. Benchmarking and Market Data

    Benchmarking and Market Data The Committee receives information and input from its consultant regarding, among other matters, market data and competitive compensation trends and practices. The independent consultant historically conducts its review of market data and trend analysis in the summer of each year to allow the Committee to make final compensation decisions at the beginning of the following year. Although the Committee engaged Meridian as its independent compensation consultant in January 2025, it relied on market data provided by Pay Governance in July 2024 to determine executive compensation at the beginning of 2025. This data 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),

  59. Benchmarking and Market Data

    | 38 | | Southwest Airlines 2026 Proxy Statement |

  60. Benchmarking and Market Data

    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.

  61. Benchmarking and 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 (600 companies) | | Airline Data | American Airlines Group Inc.; Delta Air Lines, Inc.; United Airlines Holdings, Inc.; Alaska Air Group, Inc.; and JetBlue Airways Corporation(2) |

  62. Benchmarking and Market Data

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

  63. Benchmarking and 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 2023 compensation data reported in these airlines’ 2024 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. |

  64. Benchmarking and 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 2025, 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). 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. Available market data is not necessarily comprehensive, and, 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. 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.

  65. 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. |

  66. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  67. Objectives of Short-Term Incentive Compensation

    Objectives of Short-Term Incentive Compensation The short-term incentive opportunities for the named executive officers are intended to (i) reflect the additional time, responsibility, and accountability associated with these 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. Pursuant to the Company’s Senior Executive Short Term Incentive Plan (the “STI Plan”), the Committee annually establishes performance metrics and targets in connection with the named executive officers’ STI Target Opportunity using the Scorecard. The Committee believes in the efficacy and relevance of the Scorecard structure, despite the significant

  68. Objectives of Short-Term Incentive Compensation

    | 40 | | Southwest Airlines 2026 Proxy Statement |

  69. Objectives of Short-Term Incentive Compensation

    variance in the types of challenges faced by the airline industry. The Committee believes the Scorecard’s multi-dimensional structure accomplishes the following objectives, among others:

  70. Objectives of Short-Term Incentive Compensation

    | Objectives of the Scorecard Structure | | | • broadens incentive drivers beyond financials to critical industry and operational metrics | • maintains clear, consistent framework Employees understand and focuses Employees on specific goals | | • discourages short-term financial results at the expense of longer-term business priorities | • correlates with how the Company manages and measures performance | | • balances quantitative and qualitative measures | • empowers the Committee to set an appropriate mix of absolute and relative goals aligned with Shareholder interests |

  71. Approach to 2025 Short-Term Incentive Compensation

    Approach to 2025 Short-Term Incentive Compensation The Committee believes short-term incentive compensation opportunities are prevalent in the markets in which the Company competes to attract and retain Employees. Therefore, short-term incentive opportunities are offered for Leadership and most professional level positions. The Committee views such incentives as particularly important at the officer level to drive accountability and performance and to remain competitive for qualified executive talent. In 2025, the Committee continued its transparent and structured approach in setting the named executive officers’ STI Target Opportunities under the STI Plan. The Committee established STI Target Opportunities for each of the named executive officers in the first quarter of 2025. 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 2025, except for Mr. Roach, to remain consistent with the STI Target Opportunities established for 2024 in an attempt to maintain internal and external equity to the extent feasible and thereby mitigate retention risks. Mr. Roach’s STI Target Opportunity was increased to reflect his promotion to Executive Vice President Chief Customer & Brand Officer, effective March 1, 2025.

  72. Approach to 2025 Short-Term Incentive Compensation

    | Short-Term Incentive Opportunity as a Percentage of Base Pay | | | | | 2024 | 2025 | | Robert E. Jordan | 200% | 200% | | Tom Doxey* | — | 135% | | Andrew M. Watterson | 150% | 150% | | Justin Jones | 135% | 135% | | Anthony Roach | 75% | 135% | | Tammy Romo | 135% | 135% |

  73. Approach to 2025 Short-Term Incentive Compensation

    | * Mr. Doxey was hired and appointed Executive Vice President & Chief Financial Officer in 2025. |

  74. Approach to 2025 Short-Term Incentive Compensation

    The STI Plan provides for the payment of cash bonuses based on performance measures and targets pre-established by the Committee on the Scorecard. To more closely align pay outcomes with Company performance and Shareholder interests, 100 percent of each named executive officer’s 2025 STI Target Opportunity was based on the Company’s performance on the Scorecard. Sign-On Cash Award. In an effort to attract and retain key executive talent, the Committee approved a $500,000 sign-on cash award for Mr. Doxey in connection with his appointment as Executive Vice President & Chief Financial Officer. The cash award was subject to 100% repayment if Mr. Doxey resigned or was terminated with cause within twelve months of March 10, 2025, and is subject to 50% repayment if Mr. Doxey resigns or is terminated with cause within 24 months of March 10, 2025.

  75. Short-Term Incentive Compensation Opportunities and Related Payouts

    Short-Term Incentive Compensation Opportunities and Related Payouts In designing the Scorecard for 2025, 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, priorities, and initiatives and relevance to the Company’s Shareholders, Employees, and Customers for 2025. In particular, the Committee chose to use Operating Margin, excluding special items, as the financial metric in the Scorecard and increased the financial metric weighting from 50 percent to 60 percent of the total Scorecard. These changes reflect the Committee’s desire to incentivize increased focus on financial performance, both in terms of revenue opportunities and cost reduction, and to further align management’s and Shareholders’ interests. The

  76. Short-Term Incentive Compensation Opportunities and Related Payouts

    | Southwest Airlines 2026 Proxy Statement | | 41 |

  77. Short-Term Incentive Compensation Opportunities and Related Payouts

    Committee maintained a maximum incentive payout on the Scorecard of 200 percent 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 maximum payout level. The 2025 quantitative performance metrics and related targets were set and approved by the Committee based on the Company’s financial and operational results and expectations in February 2025. The Committee determined that the Company performed at 119.48 percent of target for 2025, compared with Company performance at 97.9 percent of target for 2024. The specific 2025 Scorecard metrics, targets, and weightings, as well as the results and payout percentages for 2025, are set forth in the table below.

  78. Short-Term Incentive Compensation Opportunities and Related Payouts

    | 2025 Scorecard | | | | | | | | | | Category and Metric | Metric Weight | 10% Threshold | 50% Award | 100% Target | 150% Award | 200% Max | 2025 Final | % of Target(1) | | Financial success Operating Margin(2)(3) | 60.0% | 1.6% | 2.5% | 3.5% | 4.3% | 5.2% | 1.9% | 24% | | | | | | | | | Qualifier: 6th Rank Maintained | 67%(3) | | Customer/Operational performance(4)(5)(6) Wall Street Journal Rankings | 20.0% | 7th place | 5th place | 3rd place | 2nd place | 1st place | 1st place | 200% | | Major initiatives Execution of Southwest Even Better | 15.0% | Subjective (0%-200%) | | | | | 200% | 200% | | Minimum of 10 hours of volunteerism per leader | 2.5% | 90% | 94% | 97% | 99% | 100% | 100% | 200% | | Gallons of jet fuel saved versus 2019 | 1.25% | 2024 fuel savings | 45 million gallons | 50 million gallons | 67.5 million gallons | 85 million gallons | 85 million gallons | 200% | | Single use plastics reduction versus 2022 | 1.25% | 0% reduction | 25% reduction | 50% reduction | 65% reduction | Select plastic- free cup | 64% | 146% | | Total (Percent of Target) | | | | | | | | 119.48% |

  79. Short-Term Incentive Compensation Opportunities and Related Payouts

    | (1) Payout percentage based on reported rounded actuals. |

  80. Short-Term Incentive Compensation Opportunities and Related Payouts

    | (2) Excluding special items. |

  81. Short-Term Incentive Compensation Opportunities and Related Payouts

    | (3) The financial performance metric shall have a floor depending upon the Company’s 2025 NonGAAP operating income margin performance versus U.S. airline competitors. If the Company maintains its 2024 relative operating income margin position versus the Peer Group (Delta, American, United, Alaska/Hawaiian, JetBlue, Frontier, Spirit, and Allegiant), 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. Furthermore, in the event Southwest’s NonGAAP operating income margin on a comparable basis is closer to the next highest ranked competitor than lower ranked competitor, the floor will be linearly interpolated between the floor of the lower payout and the floor of the higher payout. In the case where the Company maintains its 2024 relative operating income margin ranking versus the Peer Group and is closer to the competitor ranked higher than the competitor ranked lower, the Financial Performance floor will be interpolated between a 25% payout (the competitor below Southwest) and 75% payout (the competitor above Southwest). In 2024, the Company ranked 6th in relative operating income margin performance versus the Peer Group. The Company maintained 6th place in 2025, triggering the qualifier. Further, the Company’s operating income margin was closer to the competitor ranked above than the competitor ranked below. Therefore, the financial success floor was interpolated to 67 percent. |

  82. Short-Term Incentive Compensation Opportunities and Related Payouts

    | (4) Based on Wall Street Journal ranking of U.S. airlines (Southwest, Alaska, Allegiant, American, Delta, Frontier, JetBlue, Spirit, and United) using seven equally weighted objective industry operational performance metrics. Data sourced from masFlight and the U.S. Department of Transportation (DOT), leveraging the current definitions and the methodology used by these entities. In the event of any changes to the current data and/or methodology utilized by these data sources during the reporting period that the Committee deems significant, the Committee shall have discretion to adjust the calculation in its sole discretion. In the event of any merger or change in operating as independent entities during the reporting period that the Committee deems significant, the Committee shall have the discretion to adjust the calculation in its sole discretion. For any metric, if data from masFlight and DOT sources is partially or completely unavailable for reporting in a given month of the reporting period utilized to calculate the annualized average score ranking for 2025, that month’s results will not be included in the annualized average ranking score and overall ranking. |

  83. Short-Term Incentive Compensation Opportunities and Related Payouts

    | (5) 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. |

  84. Short-Term Incentive Compensation Opportunities and Related Payouts

    | 42 | | Southwest Airlines 2026 Proxy Statement |

  85. Short-Term Incentive Compensation Opportunities and Related Payouts

    | (6) See table below for Customer/Operational performance definitions: |

  86. Short-Term Incentive Compensation Opportunities and Related Payouts

    | 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, 2025, to December 31, 2025. | | 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, 2025, to December 31, 2025. | | 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, 2025, to December 31, 2025. | | 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, 2024, to October 31, 2025. | | 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, 2024, to October 31, 2025. | | 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, 2024, to September 30, 2025. | | JD Power Rankings | Derived from extensive surveys of passengers and are used to provide insights not which airlines deliver the best overall customer experience. JD Power Airline Customer Satisfaction Rankings are measured from October 1, 2024, to September 30, 2025. |

  87. Short-Term Incentive Compensation Opportunities and Related Payouts

    | (*) | Department of Transportation (DOT) marketing carriers defined as all U.S. airlines with at least 0.5 percent of total domestic scheduled-service passenger revenues, as determined by the DOT’s Bureau of Transportation Statistics. |

  88. Short-Term Incentive Compensation Opportunities and Related Payouts

    Major Initiative Factors – Southwest Even Better Execution Fifteen percent of the Scorecard requires the Committee’s subjective determination in evaluating the Company’s execution of strategic initiatives. The major initiatives category of the Scorecard was approved based on the initiatives presented at the Company’s September 2024 Investor Day. To determine the percentage of target for the major initiatives metric, the Committee evaluated, among other things:

  89. Short-Term Incentive Compensation Opportunities and Related Payouts

    | | Execution Highlights | | Loyalty program optimization | Introduced new benefits for Rapid Rewards® Cardmembers and Tier Members | | Extra legroom & seat assignment | Retrofitted 400+ aircraft; launched the sale for travel beginning January 27, 2026 | | Cost reduction initiative | Achieved $370 million cost reduction | | Share repurchase | Completed $2.5 billion share repurchase by July 2025 | | Marketing & distribution evolution | Expanded distribution with online travel agencies including Priceline | | Revenue & network maturation | Announced intention to commence new service at five locations in 2026 | | Fleet strategy | Pursued opportunistic transactions to monetize the value of our fleet | | 24-hour operations | Sustained aircraft utilization above 2019 levels while improving the quality of the operation | | Airline partnerships | Announced partnerships with six airlines | | Turn | Implemented reduced turn times beginning August 2024 schedules | | Service modernization | Realized call volume decreases ahead of plan | | Capital discipline | Preserved investment-grade balance sheet | | Getaways by Southwest | Launched Getaways in August 2025 |

  90. Short-Term Incentive Compensation Opportunities and Related Payouts

    | Southwest Airlines 2026 Proxy Statement | | 43 |

  91. Short-Term Incentive Compensation Opportunities and Related Payouts

    In March 2025, the Company announced additional transformational initiatives that the Committee considered in its evaluation, including:

  92. Short-Term Incentive Compensation Opportunities and Related Payouts

    | | Execution Highlights | | Bag fees | Introduced bag fees on May 28, 2025 | | Basic economy | Implemented new product May 2025, laying basis for future product differentiation | | Flight credit expiration | Implemented policy change for tickets booked or change on / after May 28, 2025 | | Additional cost initiative | Accelerated and achieved an additional cost savings by year-end | | Chase co-brand amendment | Provided additional benefits through travel perks, earning categories, and signup bonus | | Streamlining of corporate overhead | Saved ~$230M in 2025 through workforce reduction | | Discontinuation of fuel hedging | Continued to opportunistically unwind existing positions based on market conditions |

  93. Short-Term Incentive Compensation Opportunities and Related Payouts

    With respect to the subjective determinations associated with the major initiatives, the Committee determined that in 2025, the Company performed above target-level expectations at the 200% level. Aligning the Scorecard with Performance in 2025 In addition to the execution of the strategic initiatives listed above, the Committee believes the Company’s achievement of the following results demonstrates alignment of the Scorecard results with Shareholder, Customer, and Employee interests:

  94. Short-Term Incentive Compensation Opportunities and Related Payouts

    | Financial Performance | | | • Record full-year operating revenues of $28.1 billion in 2025 | • Full-year adjusted EBIT of $574 million in 2025 | | • Returned $2.9 billion to Shareholders in the form of dividends and share repurchases • Full-year net income of $441 million in 2025 | • Preserved the strength of its balance sheet, ending 2025 with liquidity of $4.7 billion, including $3.2 billion in cash and cash equivalents and a fully available revolving credit line of $1.5 billion |

  95. Short-Term Incentive Compensation Opportunities and Related Payouts

    | Awards and Recognition | | | • Wall Street Journal’s Best U.S. Airline for 2025 | • J.D. Power Best Airline for Economy Class Customer Satisfaction | | • Newsweek Best Loyalty Programs 2025, Airlines | • USA Today’s Readers’ Choice Awards for Best Airline | | • Newsweek Best Customer Service 2025, Transportation & Travel | • USA Today’s Readers’ Choice Awards for Best Cabin Crew | | • USA Today’s Readers’ Choice Awards for Best Inflight Entertainment | |

  96. Long-Term Incentive Compensation

    Long-Term Incentive Compensation During 2025, the Committee granted long-term incentive awards in the form of time-based RSUs and performance-based RSUs. The Committee continues to believe long-term incentive compensation should constitute a significant percentage of total compensation. The Committee believes the continued use of time-based 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.

  97. Objectives of Equity Compensation

    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 Shareholders, (ii) serve as a performance-based method to address the competitiveness of the Company’s compensation, and (iii) serve as a long-term retention vehicle by incentivizing and rewarding achievement of the Company’s long-term objectives.

  98. Approach to 2025 Equity Compensation

    Approach to 2025 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 2025, the Committee established the size of the equity awards as a percentage of base pay, having taken into account market data, internal and external equity, total direct

  99. Approach to 2025 Equity Compensation

    | 44 | | Southwest Airlines 2026 Proxy Statement |

  100. Approach to 2025 Equity Compensation

    compensation for each individual, and an individual’s specific responsibilities. The Committee awarded long-term incentive opportunities, excluding special awards, in 2024 and 2025 as a percentage of base pay (“LTI Target Opportunities”) to the named executive officers as follows:

  101. Approach to 2025 Equity Compensation

    | Long-Term Incentive Opportunity as a Percentage of Base Pay | | | | | | 2024 | 2025 | % Change | | Robert E. Jordan | 850% | 950% | 12% | | Tom Doxey* | — | 450% | n/a | | Andrew M. Watterson | 500% | 500% | 0% | | Justin Jones | 350% | 400% | 14% | | Anthony Roach | 150% | 350% | 133% | | Tammy Romo | 450% | 450% | 0% |

  102. Approach to 2025 Equity Compensation

    | * Mr. Doxey was hired and appointed Executive Vice President & Chief Financial Officer in 2025. |

  103. Approach to 2025 Equity Compensation

    The Committee approved a 12 percent increase in Mr. Jordan’s 2025 LTI Target Opportunity to enhance market competitiveness of his total direct compensation and to align a more significant portion of his compensation with long-term Shareholder outcomes and the Company’s stock price. The Committee approved a 14 percent increase in Mr. Jones’s 2025 LTI Target Opportunity for internal equity considerations to better align his LTI target with that of his executive officer peers. Mr. Roach’s LTI Target Opportunity increased from 150% to 350% effective March 1, 2025, in connection with his promotion to Executive Vice President Chief Customer & Brand Officer. The Committee approved this increase in Mr. Roach’s 2025 LTI Target Opportunity for internal equity considerations to better align his LTI target with that of his executive officer peers.

  104. Long-Term Incentive Compensation Opportunities and Related Payouts

    Long-Term Incentive Compensation Opportunities and Related Payouts Utilizing the established LTI Target Opportunities, 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. Consistent with prior years, annual equity grants, excluding any special awards, for the named executive officers consisted of 50 percent time-based 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. The Committee believes this structure aligns the named executive officers’ long-term incentive compensation with Shareholder interests without unnecessarily reducing the retention value of these awards. The allocation between annual time-based RSUs and performance-based RSUs for the named executive officers is shown below with equity awards reflected at target grant date fair value.

  105. Long-Term Incentive Compensation Opportunities and Related Payouts

    | Name | 2025 Time-Based LTI Opportunity (RSUs) | 2025 Performance- Based LTI Opportunity (Performance- Based RSUs) | | Robert E. Jordan | $4,037,523 | $4,037,523 | | Tom Doxey | $1,356,172 | $1,356,172 | | Andrew M. Watterson | $1,700,008 | $1,700,008 | | Justin Jones | $1,090,028 | $1,090,028 | | Anthony Roach | $875,023 | $875,023 | | Tammy Romo | $1,372,526 | $1,372,526 |

  106. Long-Term Incentive Compensation Opportunities and Related Payouts

    Time-based RSUs. The time-based RSUs granted to the named executive officers in 2025 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, 2026. 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 time-based RSUs that have not yet vested will fully vest as of the date of termination. 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 time-based 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.

  107. Long-Term Incentive Compensation Opportunities and Related Payouts

    | Southwest Airlines 2026 Proxy Statement | | 45 |

  108. Long-Term Incentive Compensation Opportunities and Related Payouts

    Performance-Based RSUs. Performance-based RSUs are also settleable in shares of common stock. Performance-based RSUs granted in 2025 will vest, if at all, on February 21, 2028. 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 performance-based RSUs that have not yet vested 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. 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. The Committee chose ROIC (after-tax) less Excess Cash as the long-term performance metric to further align incentive compensation with the Company’s focus on its effectiveness in generating returns to its Shareholders. Consistent with the approach taken in establishing performance-based STI compensation opportunities for 2025, the quantitative performance metrics and related targets for the 2025 performance-based RSU grants were set and approved by the Committee in first quarter 2025. The Committee maintained the maximum performance level at 200 percent to incentivize extraordinary performance. As shown in the table below, 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 ROIC (after-tax) less Excess Cash targets over a three-year performance period, subject to a Peer Group Qualifier.

  109. Long-Term Incentive Compensation Opportunities and Related Payouts

    | Performance Period | Vesting Date | ROIC (after-tax) less Excess Cash in Performance Period(1)(2) | Number of Performance-Based RSUs Vesting and Settleable in Common Stock as of the Vesting Date (3)(4) | | January 1, 2025 through December 31, 2027 | February 21, 2028 | 8.0% or greater | Grant Amount x 10% | | | | 10.0% | Grant Amount x 100% | | | | 11.0% | Grant Amount x 150% | | | | 12.0% | Grant Amount x 200% |

  110. Long-Term Incentive Compensation Opportunities and Related Payouts

    | (1) Definitions. |

  111. Long-Term Incentive Compensation Opportunities and Related Payouts

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

  112. Long-Term Incentive Compensation Opportunities and Related Payouts

    | “After-tax Adjusted Operating Income” means Operating income (calculated in accordance 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. |

  113. Long-Term Incentive Compensation Opportunities and Related Payouts

    | “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. |

  114. Long-Term Incentive Compensation Opportunities and Related Payouts

    | “Excess Cash” means the average annual cash and cash equivalents and short-term investments balances in excess of $4.0 billion, which is subtracted from the Adjusted Average Invested Capital in each period’s ROIC calculation. |

  115. Long-Term Incentive Compensation Opportunities and Related Payouts

    | “Relative ROIC” means the Company’s return on invested capital relative to the 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. |

  116. Long-Term Incentive Compensation Opportunities and Related Payouts

    | “Peer Group” means Alaksa Airlines/Hawaiian Airlines, Allegiant Air, American Airlines, Delta Airlines, Frontier Airlines, JetBlue, Spirit Airlines, and United Airlines. |

  117. Long-Term Incentive Compensation Opportunities and Related Payouts

    | (2) Primary Targets. 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 calculation, the assumed federal tax rate is 23.5 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. |

  118. Long-Term Incentive Compensation Opportunities and Related Payouts

    | (3) Interpolation. The percentage of performance-based RSUs that will vest, if any, will be linearly interpolated between the ROIC (after-tax) less Excess Cash targets set forth above only after the minimum performance level has been achieved. |

  119. Long-Term Incentive Compensation Opportunities and Related Payouts

    | (4) Peer Group Qualifier. In the event the Company’s ROIC (after-tax) less Excess Cash for the 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 the Peer Group Qualifier applies, and the Company’s Relative ROIC does not rank highest among the Peer Group, the 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, if any, as of the vesting date will be linearly interpolated based upon the Company’s ROIC (after-tax) less Excess Cash relative to the median ROIC of the Peer Group and the ROIC of the Peer Group leader. |

  120. Long-Term Incentive Compensation Opportunities and Related Payouts

    | 46 | | Southwest Airlines 2026 Proxy Statement |

  121. Long-Term Incentive Compensation Opportunities and Related Payouts

    Southwest Even Better Awards. Desiring to incentivize management to continue to execute on its transformational initiatives and to expedite improvements to the Company’s financial performance in alignment with Shareholder interests, the Committee granted special long-term incentive equity awards to certain senior Employees in March 2025 and to Mr. Jordan in October 2025. The Southwest Even Better Awards are structured as performance-based RSUs with three-year cliff vesting provisions and are designed to be “all-or-nothing” awards based on achieving the financial targets shown in the table below. The Committee provided the Board discretion to increase the maximum payout up to 200 percent to reward extraordinary performance and acceleration of initiatives delivery. To further enhance retention, vesting of the Southwest Even Better awards is subject to the individual’s continued service as an Employee at the director-level or higher, which does not include persons providing advisory or consulting services, through the vesting date.

  122. Long-Term Incentive Compensation Opportunities and Related Payouts

    | Performance Period | Vesting Date(1) | Adjusted EBIT in Performance Period(2) | Number of Performance-Based RSUs Vesting and Settleable in Common Stock as of the Vesting Date | | January 1, 2026 through December 31, 2026 and January 1, 2027 through December 31, 2027 | March 21, 2028 | $3.8 billion or greater for both 2026 and 2027 | Grant Amount x 150% with Board discretion to increase up to 200% | | | | $3.8 billion or greater for 2027 | Grant Amount x 100% with Board discretion to increase up to 200% | | | | $3.8 billion NOT achieved for 2027 | Grant Amount x 0% |

  123. Long-Term Incentive Compensation Opportunities and Related Payouts

    | (1) Mr. Jordan’s Southwest Even Better awards vest on October 21, 2028. All other Employees’ Southwest Even Better awards vest on March 21, 2028. |

  124. Long-Term Incentive Compensation Opportunities and Related Payouts

    | (2) “Adjusted EBIT”means earnings before interest and taxes, as adjusted to exclude the impact of special items, as disclosed from time to time in the Company’s earnings releases and filings with the SEC. |

  125. Long-Term Incentive Compensation Opportunities and Related Payouts

    The Committee awarded Southwest Even Better awards in the amounts and to the named executive officers shown in the table below. The Committee considered but did not grant Southwest Even Better awards to Mr. Jordan in March 2025. Following additional consultation with its independent consultant, the Committee recommended, and the independent directors of the Board approved, the grant of Southwest Even Better awards in October 2025 to Mr. Jordan in light of his contributions to the Company’s transformational initiatives to date, to further incentivize the expeditious completion of ongoing initiatives, and to enhance the market competitiveness of his total direct compensation, particularly as compared to airline industry market data. The Committee chose to extend Mr. Jordan’s vesting date beyond that of other award recipients to October 21, 2028 to align with the three-year performance period of the Southwest Even Better awards and to encourage retention.

  126. Long-Term Incentive Compensation Opportunities and Related Payouts

    | Name | Southwest Even Better Awards (at target) | | Robert E. Jordan | $5,000,025 | | Tom Doxey | $3,173,000 | | Andrew M. Watterson | $3,173,000 | | Justin Jones | $1,903,800 | | Anthony Roach | $1,903,800 |

  127. Long-Term Incentive Compensation Opportunities and Related Payouts

    Sign-On Equity Award. In connection with Mr. Doxey’s appointment as Executive Vice President & Chief Financial Officer, the Committee approved a special sign-on equity award for Mr. Doxey in the form of time-based RSUs with a grant date fair value of $1.5 million in March 2025. 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, beginning on March 21, 2026. In determining the size and nature of the sign-on equity award, the Committee considered market data for chief financial officers within and outside the airline industry. The sign-on equity award was designed to attract high caliber executive talent, align Mr. Doxey’s interests with Shareholder interests, and encourage retention.

  128. Payout of Prior-Period Awards

    Payout of Prior-Period Awards 2023 Performance-Based RSU Awards. During 2023, the Committee granted performance-based RSUs to the named executive officers, other than Mr. Doxey, that were dependent on the Company’s achievement of ROIC (after-tax) Less Excess Cash for the performance period from January 1, 2023 to December 31, 2025, and the Company’s return on invested capital for

  129. Payout of Prior-Period Awards

    | Southwest Airlines 2026 Proxy Statement | | 47 |

  130. Payout of Prior-Period Awards

    the same performance period, but relative to its peers. The following table shows the cumulative goals and payout opportunities, expressed as a percentage of target. Reflecting the Company’s commitment to pay-for-performance, the 2023 performance-based RSUs were scheduled to vest in February 2026 but paid out at zero percent of target as the Company’s ROIC (after tax) Less Excess Cash for the performance period was below absolute and relative threshold performance levels. The Company reported these award opportunities when granted in the Summary Compensation Table in its 2024 proxy statement. Please see the Company’s 2024 proxy statement for additional details and definitions.

  131. Payout of Prior-Period Awards

    | | 10% Threshold | 100% Target | 200% Award | % of Target | | ROIC (after-tax) Less Excess Cash for the period January 1, 2023 to December 31, 2025 | 8.0% | 10.0% | 14.0% | 0% |

  132. Payout of Prior-Period Awards

    Cash Incentive Awards and 2022 & 2023 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 Committee 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. During 2023, the Company awarded performance-based cash incentive awards to Messrs. Jordan, Watterson, and Jones and Ms. Romo, that were dependent on the Company’s adjusted ROIC (after-tax) Less Excess Cash for the performance period from January 1, 2023 to December 31, 2025, and the Company’s return on invested capital for the same performance period, but relative to its peers. Reflecting the Company’s commitment to pay-for-performance, the 2023 performance-based cash awards paid out at zero percent of the target opportunity as the Company’s ROIC (after tax) Less Excess Cash for the performance period was below absolute and relative threshold performance levels. The Committee also awarded restricted cash awards to Messrs. Jordan, Watterson, and Jones and Ms. Romo in 2022 and to Messrs. Jordan, Watterson, and Jones and Ms. Romo in 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, 2025, vesting of portions of the 2022 and 2023 restricted cash awards are included in the “All Other Compensation” column in the Summary Compensation Table for 2025. Career Investment Awards. As an additional vehicle for retaining talent, rewarding critical contributions to the Company, and addressing external market considerations, the Committee incorporated service-based and time-vesting Career Investment cash awards in January 2024 for certain senior Employees, including Mr. Watterson, Mr. Jones, and Mr. Roach. 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. Fifty percent of these awards vested on March 5, 2026, and the remaining 50 percent of the awards vest on March 5, 2028. 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.

  133. 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 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 2025.” 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 2025.”

  134. Change-in-Control Arrangements

    Change-in-Control Arrangements The Company has established change-in-control arrangements 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 Company’s change-in-control arrangements require a double trigger, meaning any incremental benefit from these arrangements is not triggered unless there is a termination of employment following a change-in-control. Thus, these arrangements do not influence the Company’s other compensation elements. 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.

  135. 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 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

  136. Limitation on Severance Payments

    | 50 | | Southwest Airlines 2026 Proxy Statement |

  137. Limitation on Severance Payments

    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.

  138. Equity Grant Practices

    Equity Grant Practices Timing of Equity Awards. Annual equity awards are typically approved in a meeting of the Committee in the first quarter of the fiscal year. This meeting is scheduled in advance and targeted to fall after the release of the Company’s earnings for the fourth quarter of the previous year. The Committee believes that consistent timing of annual equity award grants reduces the risk of selecting a grant date with a preferential stock price and positions the Committee to consider the full results for the prior year in determining equity grants. Equity awards may be made outside of the annual grant process in connection with a new hire, promotion, or for another appropriate reason. All such grants must be approved by the Committee. 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 2025, the Company did not time the disclosure of material nonpublic information to affect the value of other types of executive compensation awards granted.

  139. Multi-dimensional Performance Metrics

    Multi-dimensional Performance Metrics The Committee’s bonus determinations take into account multiple performance metrics established by the Committee corresponding with the Company’s business objectives, priorities, and strategic initiatives, rather than a single measure such as stock price performance or earnings. This multi-dimensional design allows factors deemed significant to industry and operational performance to be considered in addition to financial measures. The Committee believes it is important to take into account multiple measures of financial and operational performance, as well as absolute and relative performance, for the following reasons, among others: (i) using a single measure such as the Company’s stock price performance at any specified point in time is not necessarily indicative of the Company’s overall financial and operational performance, (ii) rewarding Employees based solely on a single or narrow measure could create business risks by effectively encouraging Employees to focus on short-term results at the expense of the long-term financial and operational health of the Company, and (iii) basing short-term incentive compensation on a single measure presents undue retention risks.

  140. Vesting over Extended Periods

    Vesting over Extended Periods Time-based RSUs vest ratably over three years, and performance-based RSUs generally have a three-year cliff vesting period. These long-term vesting periods discourage unnecessary or excessive risk-taking and encourage long-term appreciation of Shareholder value.

  141. 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, 2025, 2024, and 2023.

  142. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(2)(4) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Robert E. Jordan Chief Executive Officer & President | 2025 | 844,792 | — | 13,075,072 | 2,031,160 | — | 636,858 | 16,587,882 | | | 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 | | Tom Doxey(6) Executive Vice President & Chief Financial Officer | 2025 | 467,188 | 500,000 | 7,260,522 | 790,250 | — | 127,561 | 9,145,521 | | Andrew M. Watterson Chief Operating Officer | 2025 | 675,833 | — | 6,573,017 | 1,218,696 | — | 317,629 | 8,785,175 | | | 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 | | Justin Jones(6) Executive Vice President Operations | 2025 | 535,625 | — | 4,083,855 | 879,074 | — | 144,784 | 5,643,338 | | Anthony Roach(6) Executive Vice President Chief Customer & Brand Officer | 2025 | 489,583 | — | 3,653,846 | 748,550 | — | 43,308 | 4,935,287 | | Tammy Romo* Former Executive Vice President & Chief Financial Officer | 2025 | 610,000 | — | 2,745,052 | 983,918 | — | 366,245 | 4,705,214 | | | 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 |

  143. Summary Compensation Table

    | * Ms. Romo resigned from her position as an executive officer of the Company effective April 1, 2025. |

  144. Summary Compensation Table

    | (1) The table below shows annual base salaries effective during 2024 and 2025. 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. |

  145. Summary Compensation Table

    | | Base Salary Effective Dates | | | | 2024 | 2025 | | Name | March 1 ($) | March 1 ($) | | Robert E. Jordan | 825,000 | 850,000 | | Tom Doxey | — | 575,000 | | Andrew M. Watterson | 660,000 | 680,000 | | Justin Jones | 500,000 | 545,000 | | Anthony Roach | 450,000 | 500,000 | | Tammy Romo | 610,000 | 610,000 |

  146. 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. |

  147. Summary Compensation Table

    | (3) Awards consist of time-based 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 2025 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, 2025. |

  148. Summary Compensation Table

    | Southwest Airlines 2026 Proxy Statement | | 53 |

  149. Summary Compensation Table

    | The ultimate value of each of the named executive officer’s annual performance-based RSUs granted in 2025, 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, 2025, through December 31, 2027 and (b) the Company’s Return on Invested Capital for the same performance period, but relative to the Company’s peers. The ultimate value of each of the named executive officer’s Southwest Even Better performance-based RSUs granted in 2025, and the number of shares to be issued, if any, as of the vesting date will be based on the Company’s achievement of Adjusted EBIT for the performance period from January 1, 2026, through December 31, 2026 and January 1, 2027, through December 31, 2027, subject to Board discretion. The maximum potential value of each of the named executive officer’s annual performance-based RSUs and Southwest Even Better performance-based RSUs is set forth in the table below; however, the value of these awards is completely at risk. |

  150. Summary Compensation Table

    | Name | Value ($) | | Robert E. Jordan | 18,075,097 | | Tom Doxey | 8,933,518 | | Andrew M. Watterson | 9,746,017 | | Justin Jones | 5,987,655 | | Anthony Roach | 5,557,646 | | Tammy Romo | 2,745,052 |

  151. Summary Compensation Table

    | (4) For 2025, amounts consist of short-term incentive compensation earned based upon performance measures and targets established in the 2025 Scorecard pursuant to the Company’s STI Plan. The STI Plan and the awards earned thereunder are discussed in detail above under “Compensation Discussion and Analysis.” |

  152. Summary Compensation Table

    | (5) For 2025, All Other Compensation includes the following types of compensation: |

  153. 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 ($) | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Robert E. Jordan | 31,000 | 3,963 | 23,894 | 578,001 | — | — | — | | Tom Doxey | 15,667 | 3,963 | 6,989 | — | 100,943 | — | — | | Andrew M. Watterson | 31,000 | 3,963 | 14,664 | 268,001 | — | — | — | | Justin Jones | 23,500 | 3,963 | 9,585 | 93,833 | — | — | 13,903 | | Anthony Roach | 23,500 | 3,963 | 5,322 | — | — | — | 10,523 | | Tammy Romo | 32,550 | 3,963 | — | 193,999 | — | 124,341 | 11,391 |

  154. Summary Compensation Table

    | (a) Reflects Company contributions to the Southwest Airlines Co. 401(k) Plan; |

  155. Summary Compensation Table

    | (b) Reflects Company profit sharing allocations earned with respect to 2025 and contributed to eligible Employees’ profit sharing plan accounts in 2026; |

  156. Summary Compensation Table

    | (c) Reflects 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; |

  157. Summary Compensation Table

    | (d) Reflects annual vesting of 1/3 of the time-vesting Restricted Cash Awards granted in 2022 and in 2023; |

  158. Summary Compensation Table

    | (e) Reflects a tax gross up payment for relocation expenses for Mr. Doxey; |

  159. Summary Compensation Table

    | (f) Reflects a payment to Ms. Romo for unused paid time off hours; |

  160. Summary Compensation Table

    | (g) With respect to Mr. Jones and Mr. Roach, perquisites include free travel on Southwest Airlines, an annual deposit of 250,000 Rapid Rewards points to the executive’s Rapid Rewards account, Company paid physicals for the executive and his spouse, and payment for an executive digital risk protection plan; With respect to Ms. Romo, perquisites include an annual deposit of 250,000 Rapid Rewards points to her Rapid Rewards account, Company paid physicals for Ms. Romo and her spouse, and payment for an executive digital risk protection plan. |

  161. Summary Compensation Table

    | (6) In accordance with SEC rules, 2025 was the first year for which Mr. Doxey, Mr. Jones, and Mr. Roach were required to be included in the proxy statement executive compensation tables. |

  162. 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 2025. For 2025, the Company’s last completed fiscal year:

  163. CEO Pay Ratio

    | • | the total annual compensation of the Company’s median Employee was $95,715; |

  164. CEO Pay Ratio

    | • | the total annual compensation of the Company’s CEO, as reported in the above Summary Compensation Table, was $16,587,882; and |

  165. CEO Pay Ratio

    | 54 | | Southwest Airlines 2026 Proxy Statement |

  166. CEO Pay Ratio

    | • | based on this information, for 2025, 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 173.3 to 1 (the “2025 Pay Ratio”). |

  167. CEO Pay Ratio

    The Company calculated 2025 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. There were no material changes to the Company’s Employee population or compensation programs for 2025 that the Company believed would significantly impact the pay ratio disclosure for 2025, as compared with 2024. Therefore, as permitted by SEC rules, for purposes of determining the 2025 Pay Ratio, the Company used the same median Employee who was identified for purposes of the Company’s fiscal 2024 disclosure. The following describes the methodology used to identify the Company’s median Employee for 2024:

  168. 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. |

  169. 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. |

  170. 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. |

  171. CEO Pay Ratio

    | Southwest Airlines 2026 Proxy Statement | | 55 |

  172. 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 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.

  173. 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 $100 Investment From 12/31/20 Based On: | | Net Income ($) (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) | | 2025 | — | 16,587,882 | — | 21,865,552 | 6,642,907 | 8,507,752 | 95 | 88 | 441 | 4.1 | | 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) |

  174. Pay Versus Performance Table

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

  175. Pay Versus Performance Table

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | FIRST PEO (Gary C. Kelly) – SCT TOTALS | $— | $— | $— | $5,069,203 | $5,819,756 | | (Deduct): | — | — | — | | | | Fair value of equity awards granted during the year from the SCT | — | — | — | (3,624,972) | (3,945,578) | | Add (subtract) Equity Award Adjustments: | — | — | — | | | | Fair value at year end of equity awards granted during the year | — | — | — | 2,701,479 | 3,631,118 | | 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) | | Change in fair value of equity awards granted in prior years that vested during the year | — | — | — | 203,679 | 738,223 | | 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 | | CAP TOTALS | $— | $— | $— | $4,168,811 | $6,016,459 | | | 2025 | 2024 | 2023 | 2022 | 2021 | | SECOND PEO (Robert E. Jordan) – SCT TOTALS | $16,587,882 | $10,562,384 | $9,307,298 | $5,333,960 | — | | (Deduct): | | | | | | | Fair value of equity awards granted during the year from the SCT | (13,075,072) | (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 | 17,046,889 | 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 | 1,655,430 | (2,482,295) | 10,013 | 273,506 | — | | Change in fair value of equity awards granted in prior years that vested during the year | (349,577) | 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 | 18,352,742 | 5,796,640 | 3,340,175 | 3,051,729 | — | | CAP TOTALS | $21,865,552 | $9,346,471 | $8,542,469 | $4,758,729 | — |

  176. Pay Versus Performance Table

    | 56 | | Southwest Airlines 2026 Proxy Statement |

  177. 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. |

  178. Pay Versus Performance Table

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

  179. Pay Versus Performance Table

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | NON-PEO NEOS AVERAGE SCT TOTALS | $6,642,907 | $4,492,735 | $5,971,172 | $2,747,309 | $3,143,196 | | (Deduct): | | | | | | | Fair value of equity awards granted during the year from the SCT | (4,863,258) | (2,720,867) | (2,463,209) | (1,638,860) | (1,982,723) | | Add (subtract) Equity Award Adjustments: | | | | | | | Fair value at year end of equity awards granted during the year | 6,406,398 | 3,060,406 | 1,996,561 | 1,221,346 | 1,824,701 | | Change in fair value of equity awards granted in prior years that were unvested as of the end of the year | 397,945 | (1,264,701) | (133,072) | 291,943 | (82,099) | | Change in fair value of equity awards granted in prior years that vested during the year | (76,240) | 262,144 | 2,826 | 73,980 | 267,487 | | 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 | 6,728,103 | 2,057,849 | 1,866,315 | 1,587,269 | 2,010,089 | | AVERAGE CAP TOTALS | $8,507,752 | $3,829,717 | $5,374,278 | $2,695,718 | $3,170,562 |

  180. 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. |

  181. Pay Versus Performance Table

    The NEOs included in this table represent the following individuals for each of the years shown: 2025: Tammy Romo, Andrew M. Watterson, Justin Jones, Tom Doxey, and Anthony Roach 2024: Tammy Romo, Andrew M. Watterson, Mark R. Shaw, Gary C. Kelly, Ryan Green, and Linda Rutherford 2023: Tammy Romo, Andrew M. Watterson, Mark R. Shaw, and Gary C. Kelly 2022: Tammy Romo, Andrew M. Watterson, Mark R. Shaw, and Michael G. Van de Ven 2021: Tammy Romo, Andrew M. Watterson, Michael G. Van de Ven, Thomas M. Nealon, and Robert E. Jordan

  182. Pay Versus Performance Table

    | (3) See “Compensation Discussion and Analysis – Determination of 2025 Executive Compensation; Analysis of Compensation Elements – Long-Term Incentive Compensation – Long-term Incentive Compensation Opportunities and Related Payouts – Performance-Based RSUs” for discussion of the vesting provisions and requirements associated with the Company’s annual performance-based RSUs and special Southwest Even Better awards in the form of 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: |

  183. Pay Versus Performance Table

    | Performance- based RSU Grant Year | 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 (%) | Percent Vesting Assumption at December 31, 2025 (%) | | 2025 | — | — | — | — | 100* | | 2024 | — | — | — | 100 | 100 | | 2023 | — | — | 100 | 0 | 0 | | 2022 | — | 100 | 150 | 50 | — | | 2021 | 100 | 300 | 276.3 | — | — | | 2020 | 0 | 0 | — | — | — | | 2019 | 0 | — | — | — | — |

  184. Pay Versus Performance Table

    | * The valuation of the 2025 annual performance-based RSUs and the Southwest Even Better award portion of the Equity Awards for purposes of computing CAP each required a 100 percent vesting assumption at December 31, 2025. |

  185. 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 2025 Annual Report on Form 10-K. |

  186. 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 2025 Executive Compensation; Analysis of Compensation Elements – Long-Term Incentive Compensation.” |

  187. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table provides information with respect to grants of plan-based awards to the named executive officers in 2025.

  188. Grants of Plan-Based Awards in Fiscal 2025

    | Name | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($)(3) | | | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robert E. Jordan | —(1) | N/A | 1,700,000 | 3,400,000 | — | — | — | — | — | | | 2/4/2025(4) | — | — | — | 13,113 | 131,131 | 262,262 | — | 4,037,523 | | | 2/4/2025 | — | — | — | — | — | — | 131,131 | 4,037,523 | | | 10/16/2025(5) | — | — | — | N/A | 150,196 | 300,392 | — | 5,000,025 | | Tom Doxey | —(1) | N/A | 776,250 | 1,552,500 | — | — | — | — | — | | | 3/14/2025(4) | — | — | — | 4,077 | 40,774 | 81,548 | — | 1,293,759 | | | 3/14/2025(6) | — | — | — | N/A | 100,000 | 200,000 | — | 3,173,000 | | | 3/14/2025 | — | — | — | — | — | — | 88,048 | 2,793,763 | | Andrew M. Watterson | —(1) | N/A | 1,020,000 | 2,040,000 | — | — | — | — | — | | | 2/4/2025(4) | — | — | — | 5,521 | 55,213 | 110,426 | — | 1,700,008 | | | 2/4/2025 | — | — | — | — | — | — | 55,213 | 1,700,008 | | | 3/14/2025(6) | — | — | — | N/A | 100,000 | 200,000 | — | 3,173,000 | | Justin Jones | —(1) | N/A | 735,750 | 1,471,500 | — | — | — | — | — | | | 2/4/2025(4) | — | — | — | 3,540 | 35,402 | 70,804 | — | 1,090,028 | | | 2/4/2025 | — | — | — | — | — | — | 35,402 | 1,090,028 | | | 3/14/2025(6) | — | — | — | N/A | 60,000 | 120,000 | — | 1,903,800 | | Anthony Roach | —(1) | N/A | 675,000 | 1,350,000 | — | — | — | — | — | | | 2/4/2025(4) | — | — | — | 1,130 | 11,303 | 22,606 | — | 348,019 | | | 2/4/2025 | — | — | — | — | — | — | 11,303 | 348,019 | | | 3/14/2025(4) | — | — | — | 1,660 | 16,609 | 33,218 | — | 527,004 | | | 3/14/2025(6) | — | — | — | N/A | 60,000 | 120,000 | — | 1,903,800 | | | 3/14/2025 | — | — | — | — | — | — | 16,609 | 527,004 | | Tammy Romo | —(1) | N/A | 823,500 | 1,647,000 | — | — | — | — | — | | | 2/4/2025(4) | — | — | — | 4,457 | 44,577 | 89,154 | — | 1,372,526 | | | 2/4/2025 | — | — | — | — | — | — | 44,577 | 1,372,526 |

  189. Grants of Plan-Based Awards in Fiscal 2025

    | (1) This row shows cash incentive awards granted under the Company’s STI Plan with respect to the performance period from January 1, 2025 through December 31, 2025. 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 2025, 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.” |

  190. Grants of Plan-Based Awards in Fiscal 2025

    | (2) The awards consist of time-based RSUs granted under the Company’s Amended and Restated 2007 Equity Incentive Plan (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, 2026 for awards granted February 2025 and March 21, 2026 for awards granted March 2025. The Company does not pay dividends on unvested RSUs. |

  191. Grants of Plan-Based Awards in Fiscal 2025

    | (3) 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 2025 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, 2025. |

  192. Grants of Plan-Based Awards in Fiscal 2025

    | (4) The awards consist of annual performance-based RSUs granted under the 2007 Equity Plan with respect to the performance period from January 1, 2025 to December 31, 2027. The performance-based RSUs are scheduled to vest, if at all, on February 21, 2028, and are settleable in shares of common stock. The 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. See “Compensation Discussion and Analysis” for further information. |

  193. Grants of Plan-Based Awards in Fiscal 2025

    | Southwest Airlines 2026 Proxy Statement | | 59 |

  194. Grants of Plan-Based Awards in Fiscal 2025

    | (5) The award consists of Southwest Even Better performance-based RSUs granted to Mr. Jordan under the 2007 Equity Plan with respect to the performance period from January 1, 2026 to December 31, 2026 and from January 1, 2027 to December 31, 2027. Mr. Jordan’s Southwest Even Better performance-based RSUs are scheduled to vest, if at all, on October 21, 2028, and are settleable in shares of common stock. The columns show the potential number of shares of common stock to be paid out upon vesting of the Southwest Even Better performance-based RSUs for Mr. Jordan based on achievement at the target and maximum performance levels. The maximum performance level reflects the Board’s discretion, if applicable financial targets are achieved, to increase the maximum payout up to 200 percent to reward extraordinary performance and acceleration of initiatives delivery. The potential payouts are performance-driven and therefore completely at risk. The number of Southwest Even Better 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 Adjusted EBIT targets. See “Compensation Discussion and Analysis” for further information. |

  195. Grants of Plan-Based Awards in Fiscal 2025

    | (6) The awards consist of Southwest Even Better performance-based RSUs granted under the 2007 Equity Plan with respect to the performance period from January 1, 2026 to December 31, 2026 and from January 1, 2027 to December 31, 2027. The Southwest Even Better performance-based RSUs are scheduled to vest, if at all, on March 21, 2028, and are settleable in shares of common stock. The columns show the potential number of shares of common stock to be paid out upon vesting of the Southwest Even Better performance-based RSUs for the named executive officer based on achievement at the target and maximum performance levels. The maximum performance level reflects the Board’s discretion, if applicable financial targets are achieved, to increase the maximum payout up to 200 percent to reward extraordinary performance and acceleration of initiatives delivery. The potential payouts are performance-driven and therefore completely at risk. The number of Southwest Even Better 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 Adjusted EBIT targets. See “Compensation Discussion and Analysis” for further information. |

  196. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 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, 2025. RSUs (including performance-based RSUs) were the only types of equity awards outstanding for the named executive officers at fiscal 2025 year-end.

  197. Outstanding Equity Awards at Fiscal 2025 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 | 228,537(4) | 9,445,434 | 175,039(5) | 7,234,362 | | Tom Doxey | 88,048(6) | 3,639,024 | 104,077(7) | 4,301,502 | | Andrew M. Watterson | 102,455(8) | 4,234,465 | 111,041(9) | 4,589,325 | | Justin Jones | 55,456(10) | 2,291,996 | 66,467(11) | 2,747,081 | | Anthony Roach | 37,147(12) | 1,535,286 | 63,920(13) | 2,641,814 | | Tammy Romo | 84,428(14) | 3,489,409 | 9,048(15) | 373,954 |

  198. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (1) The awards consist of RSUs that are settleable in shares of common stock. |

  199. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (2) Market value is computed by multiplying the number of time-based RSUs or performance-based RSUs by $41.33, which was the closing price per share of the Company’s common stock on December 31, 2025 on the NYSE. |

  200. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (3) The awards consist of performance-based RSUs that are settleable in shares of common stock include: |

  201. Outstanding Equity Awards at Fiscal 2025 Year-End

    | Award | Grant Date | Performance Period | Performance Metric | Vesting Date | | Performance-Based RSUs | January 31, 2024 | January 1, 2024 to December 31, 2026 | ROIC (after-tax) less Excess Cash and Relative ROIC | February 21, 2027 | | Performance-Based RSUs | February 4, 2025 March 14, 2025 | January 1, 2025 to December 31, 2027 | ROIC (after-tax) less Excess Cash and Relative ROIC | February 21, 2028 | | Southwest Even Better performance-based RSUs | March 14, 2025 October 16, 2025 | January 1, 2026 to December 31, 2026 and January 1, 2027 to December 31, 2027 | Adjusted EBIT, subject to Board discretion to increase the maximum payout | March 21, 2028 October 21, 2028 |

  202. Outstanding Equity Awards at Fiscal 2025 Year-End

    | 60 | | Southwest Airlines 2026 Proxy Statement |

  203. Outstanding Equity Awards at Fiscal 2025 Year-End

    | In accordance with SEC rules, the number of 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 number of performance-based RSUs from the 2025 grants scheduled to vest on February 21, 2028 represent the threshold number of performance-based RSUs that may vest on the 2028 vesting date, and the number of Southwest Even Better performance-based RSUs from the 2025 grants represent the target number of performance-based RSUs that may vest on the respective March 21, 2028 and October 21, 2028 vesting dates. The potential payouts are performance-driven and therefore completely at risk. |

  204. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (4) Of these RSUs, (i) 102,015 vested on February 21, 2026; (ii) 82,812 are scheduled to vest on February 21, 2027; and (iii) 43,710 are scheduled to vest on February 21, 2028. |

  205. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (5) Of these performance-based RSUs, (i) the threshold number that may vest on February 21, 2027 is 11,730; (ii) the threshold number that may vest on February 21, 2028 is 13,113; and (iii) the target number that may vest on October 21, 2028 is 150,196. |

  206. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (6) Of these RSUs, (i) 29,350 vested on March 21, 2026; (ii) 29,349 are scheduled to vest on March 21, 2027; and (iii) 29,349 are scheduled to vest on March 21, 2028. |

  207. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (7) Of these performance-based RSUs, the threshold number that may vest on February 21, 2028 is 4,077; and the target number that may vest on March 21, 2028 is 100,000. |

  208. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (8) Of these RSUs, (i) 47,246 vested on February 21, 2026; (ii) 36,805 are scheduled to vest on February 21, 2027; and (iii) 18,404 are scheduled to vest on February 21, 2028. |

  209. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (9) Of these performance-based RSUs, (i) the threshold number that may vest on February 21, 2027 is 5,520; (ii) the threshold number that may vest on February 21, 2028 is 5,521; and (iii) the target number that may vest on March 21, 2028 is 100,000. |

  210. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (10) Of these RSUs, (i) 22,097 vested on February 21, 2026; (ii) 21,559 are scheduled to vest on February 21, 2027; and (iii) 11,800 are scheduled to vest on February 21, 2028. |

  211. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (11) Of these performance-based RSUs, (i) the threshold number that may vest on February 21, 2027 is 2,927; (ii) the threshold number that may vest on February 21, 2028 is 3,540; and (iii) the target number that may vest on March 21, 2028 is 60,000. |

  212. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (12) Of these RSUs, (i) 9,239 vested on February 21, 2026; (ii) 5,537 vested on March 21, 2026; (iii) 7,532 are scheduled to vest on February 21, 2027; (iv) 5,536 are scheduled to vest on March 21, 2027; (v) 3,767 are scheduled to vest on February 21, 2028; and (vi) 5,536 are scheduled to vest on March 21, 2028. |

  213. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (13) Of these performance-based RSUs, (i) the threshold number that may vest on February 21, 2027 is 1,129; (ii) the threshold number that may vest on February 21, 2028 is 2,791; and (iii) the target number that may vest on March 21, 2028 is 60,000. |

  214. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (14) Of these RSUs, (i) 39,404 vested on February 21, 2026; (ii) 30,165 are scheduled to vest on February 21, 2027; and (iii) 14,859 are scheduled to vest on February 21, 2028. |

  215. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (15) Of these performance-based RSUs, the threshold number that may vest on February 21, 2027 is 4,591; and the threshold number that may vest on February 21, 2028 is 4,457. |

  216. Option Exercises and Stock Vested During Fiscal 2025

    Option Exercises and Stock Vested During Fiscal 2025 The following table provides information with respect to stock awards vested for the named executive officers during 2025. None of the named executive officers had stock options outstanding during 2025.

  217. Option Exercises and Stock Vested During Fiscal 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Robert E. Jordan | 91,752 | 2,735,127 | | Tom Doxey | — | — | | Andrew M. Watterson | 42,215 | 1,258,429 | | Justin Jones | 10,684 | 318,490 | | Anthony Roach | 7,010 | 208,968 | | Tammy Romo | 40,142 | 1,196,633 |

  218. Option Exercises and Stock Vested During Fiscal 2025

    | (1) Calculated by multiplying the number of shares acquired upon the February 21, 2025 vesting of time-based RSUs and/or performance-based RSUs by $29.81, the closing price of the Company’s common stock on February 21, 2025. |

  219. Nonqualified Deferred Compensation in Fiscal 2025

    Nonqualified Deferred Compensation in Fiscal 2025 As discussed above under “Compensation Discussion and Analysis – Retirement, Health, and Other 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 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 Retirement Savings Plan due to the

  220. Nonqualified Deferred Compensation in Fiscal 2025

    | Southwest Airlines 2026 Proxy Statement | | 61 |

  221. Nonqualified Deferred Compensation in Fiscal 2025

    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 2025, the excess benefit plan allowed participants to select a rate of return equal to returns in one or more of the following investment options:

  222. Nonqualified Deferred Compensation in Fiscal 2025

    | Fund Name | Ticker | 2025 Rate of Return | | Vanguard Target Retirement Income Fund | VTINX | 11.31 | | Vanguard Target Retirement 2020 Fund | VTWNX | 12.15 | | Vanguard Target Retirement 2025 Fund | VTTVX | 14.60 | | Vanguard Target Retirement 2030 Fund | VTHRX | 16.24 | | Vanguard Target Retirement 2035 Fund | VTTHX | 17.54 | | Vanguard Target Retirement 2040 Fund | VFORX | 18.76 | | Vanguard Target Retirement 2045 Fund | VTIVX | 19.99 | | Vanguard Target Retirement 2050 Fund | VFIFX | 21.41 | | Vanguard Target Retirement 2055 Fund | VFFVX | 21.43 | | Vanguard Target Retirement 2060 Fund | VTTSX | 21.42 | | Vanguard Target Retirement 2065 Fund | VLXVX | 21.43 | | Vanguard Target Retirement 2070 Fund | VSVNX | 21.42 | | Vanguard Institutional Index Fund Institutional Plus Shares | VIIIX | 17.86 | | Payden Absolute Return Bond Fund SI Class | PYAIX | 6.07 |

  223. Nonqualified Deferred Compensation in Fiscal 2025

    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:

  224. Nonqualified Deferred Compensation in Fiscal 2025

    | Fund Name | Ticker | 2025 Rate of Return | | Vanguard 500 Index Fund Admiral Shares | VFIAX | 17.83 | | Fixed Income Fund Plus 2 Percent | N/A | 4.40 |

  225. Nonqualified Deferred Compensation in Fiscal 2025

    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 2025, 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

  226. Nonqualified Deferred Compensation in Fiscal 2025

    | 62 | | Southwest Airlines 2026 Proxy Statement |

  227. Nonqualified Deferred Compensation in Fiscal 2025

    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. The following table provides information with respect to nonqualified deferred compensation earned by the named executive officers for 2025.

  228. Nonqualified Deferred Compensation in Fiscal 2025

    | | | Nonqualified Deferred Compensation for Fiscal 2025 | | | | | | 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, 2025 ($) | | Robert E. Jordan | Excess Benefit Plan | — | — | 97,830(1) | — | 646,241(2) | | Tom Doxey | — | — | — | — | — | — | | Andrew M. Watterson | — | — | — | — | — | — | | Justin Jones | — | — | — | — | — | — | | Anthony Roach | — | — | — | — | — | — | | Tammy Romo | — | — | — | — | — | — |

  229. Nonqualified Deferred Compensation in Fiscal 2025

    | (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. |

  230. Nonqualified Deferred Compensation in Fiscal 2025

    | (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. |

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

    Potential Payments Upon Termination or Change-in-Control

  232. Fiscal 2025 Director Compensation

    Fiscal 2025 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, 2025.

  233. Fiscal 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Lisa M. Atherton | 139,000 | 170,017 | — | 309,017 | | Pierre R. Breber | 130,075 | 170,017 | — | 300,092 | | Douglas H. Brooks | 220,260 | 170,017 | — | 390,277 | | Eduardo F. Conrado(2) | 58,527 | — | — | 58,527 | | C. David Cush(3) | 115,000 | 170,017 | — | 285,017 | | Sarah E. Feinberg | 112,500(4) | 170,017 | — | 282,517 | | Robert L. Fornaro(5) | 115,000 | 170,017 | — | 285,017 | | Rakesh Gangwal | 232,664 | 170,017 | — | 402,681 | | David J. Grissen | 122,459 | 170,017 | — | 292,476 | | David P. Hess | 135,000 | 170,017 | — | 305,017 | | Elaine Mendoza(2) | 63,027 | — | — | 63,027 | | Christopher P. Reynolds | 132,500 | 170,017 | — | 302,517 | | Gregg A. Saretsky(3) | 150,000 | 170,017 | — | 320,017 | | Patricia A. Watson | 110,000 | 170,017 | — | 280,017 |

  234. Fiscal 2025 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 14, 2025, received 5,418 shares of common stock. 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 $31.38 on May 14, 2025. |

  235. Fiscal 2025 Director Compensation

    | (2) Retired from the Board effective May 14, 2025. |

  236. Fiscal 2025 Director Compensation

    | (3) Resigned from the Board effective February 23, 2026. |

  237. Fiscal 2025 Director Compensation

    | (4) One hundred percent of this amount (representing cash retainer fees earned with respect to 2025) was deferred pursuant to the Company’s SMC Deferred Compensation Plan. |

  238. Fiscal 2025 Director Compensation

    | (5) 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. |

  239. Fiscal 2025 Director Compensation

    | 66 | | Southwest Airlines 2026 Proxy Statement |

  240. Fiscal 2025 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 2025 are set forth in the table below:

  241. Fiscal 2025 Director Compensation

    | Board of Directors: | | | Retainer Fee | $90,000 | | Chair Retainer Fee | $200,000 | | Non-Employee Vice Chair 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: | | | Chair Retainer Fee | $20,000 | | Member Retainer Fee | $10,000 | | Finance Committee: | | | Chair Retainer Fee | $30,000 | | Retainer Fee for all Non-Employee Members | $15,000 | | Meetings in excess of regularly scheduled Board and Committee Meetings* | | | In-person or Telephonic Attendance Fee Per Meeting | $1,500 |

  242. Fiscal 2025 Director Compensation

    | * Includes payments for ad hoc Fleet Oversight Committee meetings. |

  243. Fiscal 2025 Director Compensation

    At the Compensation Committee’s request, Meridian provided market data and assessments regarding the adequacy of the Company’s compensation program for non-Employee members of the Board in 2025. Based on the information provided, the Compensation Committee recommended a $10,000 increase in the annual cash retainer for 2026 non-Employee Director compensation. During 2025, 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.

  244. Fiscal 2025 Director Compensation

    | Southwest Airlines 2026 Proxy Statement | | 67 |

  245. Fiscal 2025 Director Compensation

    | Audit Committee Report |

  246. Fiscal 2025 Director Compensation

    The Audit Committee has reviewed and discussed with management the audited financial statements of the Company for the year ended December 31, 2025. 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, 2025. AUDIT COMMITTEE Pierre R. Breber, Chair Douglas H. Brooks David J. Grissen David P. Hess

  247. Fiscal 2025 Director Compensation

    | 68 | | Southwest Airlines 2026 Proxy Statement |

  248. Fiscal 2025 Director Compensation

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

  249. Fiscal 2025 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 2025 was reasonable and appropriate for the following reasons, among many others:

  250. Fiscal 2025 Director Compensation

    | • | The named executive officer compensation structure for 2025 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 2025 performance metrics and related targets, the Compensation Committee focused on financial 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 2025 were fairly and appropriately aligned with Shareholder interests, as discussed in more detail above in “Compensation Discussion and Analysis – Determination of 2025 Executive Compensation; Analysis of Compensation Elements.” The named executive officers’ long-term incentive awards 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 2025 Executive Compensation; Analysis of Compensation Elements.” |

  251. Fiscal 2025 Director Compensation

    | • | During 2025, the Company provided minimal perquisites to the named executive officers. |

  252. Fiscal 2025 Director Compensation

    | • | During 2025, none of the named executive officers were party to an employment contract with the Company. |

  253. Fiscal 2025 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. |

  254. Fiscal 2025 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. |

  255. Fiscal 2025 Director Compensation

    | Southwest Airlines 2026 Proxy Statement | | 69 |

  256. Fiscal 2025 Director Compensation

    | PROPOSAL 2 |