Christopher Reynolds
SOUTHWEST AIRLINESAbout Christopher P. Reynolds
Independent director at Southwest Airlines (LUV) since 2022; age 62. Senior Advisor to Toyota Motor North America (TMNA) with prior executive leadership spanning strategy, compliance, risk, HR, operations, IT, and legal. Recognized for crisis management (Toyota recall), large-scale operations and safety oversight, and governance/human capital leadership; currently chairs LUV’s Nominating & Corporate Governance Committee and serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toyota Motor North America | Senior Advisor | 2025–present | Strategic counsel across TMNA functions |
| Toyota Motor North America | EVP & Chief Strategy Officer, Strategy & Innovation | 2024–2025 | Oversight of strategy and innovation initiatives |
| Toyota Motor North America | EVP, Chief Administrative Officer | 2015–2024 | Led strategy, BD, HR, IT, legal, DEI, sustainability, regulatory, R&D; crisis leadership (recall, COVID) |
| Toyota Motor North America | Head of North American Manufacturing | 2018–2020 | Led NA manufacturing; launched new platforms and plants (MX 2019; AL JV 2020; NC battery plant) |
| Toyota Motor North America | Chief Legal Officer | 2012–2015 | Led legal function |
| Toyota Motor Sales, U.S.A., Inc. | Group Vice President; Chief Environmental Officer; Corporate Secretary | (prior to 2015) | Environmental leadership; corporate governance |
| Morgan, Lewis & Bockius LLP | Group Managing Partner; Partner; Chair, Diversity Committee | — | Office leadership; diversity governance |
| U.S. Department of Justice | Assistant U.S. Attorney (SDNY, Criminal Division) | — | Federal prosecution experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| AT&T Performing Arts Center (Dallas) | Vice-Chair, Board | Non-profit | Community engagement leadership |
| Communities Foundation of Texas | Oncoming Board Member | Non-profit | Community philanthropy governance |
| Alliance for Automotive Innovation | Director; Former Chair | Industry association | Sector policy/standards leadership |
| Public company boards | None disclosed | — | No other current public company directorships |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Independence: Board determined Mr. Reynolds is independent under NYSE standards .
- Attendance: Board held 15 meetings in 2024; each current director attended ≥75% of combined Board/committee meetings; all directors at the time attended the 2024 Annual Meeting . Committee meetings in 2024: Compensation (7), Nominating & Corporate Governance (14) .
- Board refresh/structure: 2024 enhancements included appointing an independent Chair, eliminating the Executive Committee, creating a new Finance Committee, and refreshing committee charters/chairs .
- Nominating process: N&CG Committee oversees governance guidelines, board/committee evaluations, director recruitment (Heidrick & Struggles engaged June 2024) .
Fixed Compensation
Director cash fees and equity for 2023–2024 (Reynolds):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 156,521 | 192,288 |
| Stock Awards ($) | 170,017 | 170,008 |
| All Other Compensation ($) | — | — |
| Total ($) | 326,538 | 362,296 |
Director fee framework (annualized, effective 2024 unless noted):
| Component | Amount |
|---|---|
| Board retainer (non-employee) | $90,000 |
| Non-executive Chair retainer (effective Nov 2, 2024) | $200,000 |
| Audit Chair / Member | $30,000 / $15,000 |
| Compensation Chair / Member | $25,000 / $12,500 |
| Nominating & Corporate Governance Chair / Member | $20,000 / $10,000 |
| Safety & Operations Chair / Member | $20,000 / $10,000 |
| Finance Chair / Member (effective Nov 21, 2024) | $30,000 / $15,000 |
| Per-meeting fee (excess meetings) | $1,500 |
Perquisites/policies for directors:
- Travel privileges during service and post-retirement based on tenure; director severance plan pays $35,000 (≥5 years) or $75,000 (≥10 years) upon retirement .
Performance Compensation
- Director equity: Annual stock grants (shares of common stock) to non-employee directors; no options or performance-conditioned equity disclosed for directors .
- No director-specific performance metrics disclosed; meeting fees apply for excess meetings per policy .
Other Directorships & Interlocks
| Company/Entity | Role | Potential Conflict/Interlock |
|---|---|---|
| Public company boards | None disclosed | None indicated |
| AT&T Performing Arts Center; Communities Foundation of Texas; Alliance for Automotive Innovation | Board roles (non-profit/association) | No LUV-related transactions disclosed |
Expertise & Qualifications
- Skills cited: Compliance; Environmental/Sustainability; Government Affairs; Human Capital; Legal Affairs; Logistics/Operations; Multinational public company executive; Risk Management; Safety; Technology .
- Crisis/oversight credentials: Led Toyota’s North America functions through recall crisis, natural disasters, and COVID; prepared CEO for U.S. Congressional testimony; oversaw major North American plant launches and strategic carbon-reduction partnerships .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (LUV common shares) | 15,656 shares; <1% of outstanding |
| Outstanding shares context | 573,709,096 shares as of Feb 28, 2025 (ownership table basis) ; 573,913,663 as of Mar 18, 2025 (record date) |
| Ownership guidelines (directors) | 5x annual cash retainer; Board members expected to meet within 5 years; existing members have until Mar 14, 2030 |
| Compliance status | Company states all Board members meet ownership guidelines |
| Hedging/pledging | Prohibited for directors; also no margin accounts |
| Related-party transactions | No transactions reported involving Mr. Reynolds; Audit Committee reviews and approves related person transactions; 2024 reportable items involved other individuals (e.g., Ms. Watson’s spouse; Mr. Fornaro) |
Governance Assessment
-
Strengths
- Independent director; chairs Nominating & Corporate Governance and serves on Compensation—key levers for board refresh, leadership structure, and pay oversight .
- Attendance and engagement: Board/committee intensity in 2024 (15 Board meetings; 14 N&CG; 7 Compensation); all current directors attended ≥75% and attended the 2024 Annual Meeting .
- Ownership alignment: Meets enhanced 5x retainer stock ownership guideline; hedging/pledging prohibited .
- No disclosed related-party transactions; independence affirmed by Board .
-
Watch items
- Director cash compensation rose YoY (Reynolds: $156,521 → $192,288), consistent with broader fee structure updates (e.g., Finance Committee retainer increases; new Chair retainer), but investors may monitor aggregate board pay vs outcomes during transformation .
- Say-on-pay support dipped to 77.7% in 2024 (vs ~94% average 2020–2023); as a Compensation Committee member, sustained investor engagement and responsive design will be in focus; the Board engaged a new comp consultant (Meridian) in Jan 2025 .
-
Overall: Reynolds brings deep governance, legal/compliance, and operations/safety expertise with demonstrated crisis leadership. Committee roles (N&CG Chair, Comp member), independence, and ownership alignment support investor confidence, with ongoing scrutiny warranted on compensation oversight and board effectiveness during LUV’s transformation .