David Cush
SOUTHWEST AIRLINESAbout C. David Cush
Independent director of Southwest Airlines Co. (LUV) since 2024; age 65. Former CEO of Virgin America with 30+ years in aviation across operations, finance, marketing and sales; prior roles include American Airlines SVP Global Sales and Aerolíneas Argentinas COO. Appointed to LUV’s Board effective November 1, 2024 under the Cooperation Agreement with Elliott; designated independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virgin America, Inc. | President & CEO | 2007–2016 | Led first annual profit; oversaw IPO; negotiated ~$4B sale to Alaska at an 80% premium |
| Service King Collision Repair Centers | CEO | 2018–2022 | Navigated COVID-19 and assisted merger with Crash Champions |
| American Airlines Group | SVP Global Sales; VP St. Louis Hub; VP Intl Planning & Alliances | 2000–2007 (with earlier roles 1986–1998) | Reorganized St. Louis hub; led worldwide sales |
| Aerolíneas Argentinas S.A. | COO | 1998–2000 | Operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| VIVE Collision | Board Director | 2024–present | Private company board |
| Amgine Technologies | Advisory Board | 2023–present | Travel-tech advisory |
| Virgin America, Inc. | Director | 2007–2016 | Public company board |
| Vought Aircraft Industries, Inc. | Director | 2007–2010 | Public company board |
Board Governance
- Committee assignments: Finance Committee (member) and Safety & Operations Committee (member). Not a committee chair .
- Appointment and committee composition were part of the October 23, 2024 Cooperation Agreement with Elliott (amended Feb 19, 2025), which required Elliott-designated directors to comprise at least one-third of committees; Cush appointed Nov 1, 2024 and placed on Finance per agreement .
- Independence: Board determined Cush is independent under NYSE standards .
- Attendance: Board held 15 meetings in 2024; all current directors attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Independent Chair (Rakesh Gangwal) presides; independent directors meet regularly without management .
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Cash fees earned | $18,644 |
| Stock awards (shares of common stock) | $127,510 |
| Total director compensation | $146,154 |
Director fee schedule (annualized):
| Fee Type | Amount |
|---|---|
| Board retainer | $90,000 |
| Independent Chair additional retainer (effective Nov 2, 2024) | $200,000 |
| Finance Committee member retainer (effective Nov 21, 2024) | $15,000 (prior $10,000) |
| Finance Committee chair retainer (effective Nov 21, 2024) | $30,000 (prior $20,000) |
| Audit Committee chair/member | $30,000 / $15,000 |
| Compensation Committee chair/member | $25,000 / $12,500 |
| Nominating & Corporate Governance chair/member | $20,000 / $10,000 |
| Safety & Operations chair/member | $20,000 / $10,000 |
| Per-meeting fee (excess meetings) | $1,500 |
| Travel privileges (non-employee directors) | Free reserved travel; charitable flight passes; post-retirement travel policy per tenure |
Independent consultant support and 2024 adjustments:
- Compensation Committee engaged Pay Governance in 2024 and Meridian in Jan 2025; in Nov 2024 Board increased Finance Committee fees and added $200,000 chair retainer to align with market and scope .
Performance Compensation
- Not applicable for directors: LUV compensates non-employee directors via cash retainers, committee fees, and annual grants of common stock; no performance metrics or options are used for director pay .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Risk |
|---|---|---|
| Virgin America (former) | Airline | Historical; no current interlock with LUV |
| Vought Aircraft (former) | Aerospace manufacturing | Historical; no current LUV transactions disclosed |
| VIVE Collision (current) | Collision repair (private) | No LUV business relationships disclosed |
| Amgine Technologies (current advisory) | Travel technology | No LUV related-party transactions disclosed |
Expertise & Qualifications
- Skills matrix: Public CEO; Finance & Accounting; Technology; Government Affairs; Logistics/Operations; Marketing/Brand; Safety; Airline/Aerospace; Risk Management .
- Track record: Led Virgin America through IPO and sale to Alaska at 80% premium; realized first annual profit; deep airline operations and sales experience .
Equity Ownership
- Beneficial ownership as of Feb 28, 2025: 14,011 shares; less than 1% of class .
- Subsequent Form 4 transactions:
- Mar 12–13, 2025: Open market purchase of 5,000 shares at $30.03; post-transaction direct ownership 19,011 shares .
- May 14, 2025: Acquisition of 5,418 shares (director stock grant; $0 price) to 24,429 shares .
- Ownership guidelines: Directors must hold shares equal to ≥5x annual cash retainer; all Board members meet the guidelines (unvested RSUs count; hedging/pledging prohibited) .
| Date | Shares Owned (end of day) | Change | Price |
|---|---|---|---|
| Feb 28, 2025 | 14,011 | — | — |
| Mar 13, 2025 | 19,011 | +5,000 (purchase) | $30.03 |
| May 14, 2025 | 24,429 | +5,418 (grant) | $0.00 |
Risk alignment protections:
- Insider Trading Policy prohibits hedging and pledging; pre-clearance and blackout procedures apply .
- Director travel privileges disclosed; no shares pledged as collateral disclosed for Cush .
Governance Assessment
- Board effectiveness: Cush adds seasoned airline operating, safety, and transformation expertise to Finance and Safety & Operations committees—aligned with LUV’s 2024–2025 transformation, revenue initiatives, and operational reliability focus .
- Independence and attendance: Independent under NYSE rules; met ≥75% attendance threshold; supports robust governance with independent Chair and refreshed committees .
- Ownership alignment: Majority of director compensation delivered in equity; open-market purchase in March 2025 is a positive confidence signal; meets enhanced 5x retainer ownership guideline; hedging/pledging prohibited .
- Conflicts/related-party: No related-party transactions disclosed for Cush; appointment via Cooperation Agreement with Elliott established committee representation but does not affect NYSE independence determination .
Red flags: None disclosed specific to Cush. Broader governance changes (Cooperation Agreement with Elliott and committee reconstitution) warrant monitoring for board dynamics and sustained independence-of-judgment, though formal independence is affirmed .