David Grissen
SOUTHWEST AIRLINESAbout David J. Grissen
Independent Director at Southwest Airlines (LUV) since November 1, 2024; age 67. Former Group President, Americas at Marriott International, with deep P&L, brand management, and finance experience; holds a B.S. in Business Administration (Michigan State University) and an M.S. in Finance (Loyola University Chicago) . Appointed through the Board’s Cooperation Agreement with Elliott; Board determined him independent under NYSE standards . Committees: Audit, Compensation, and Nominating & Corporate Governance; designated an SEC “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International, Inc. | Group President, Americas | 2013–2021 | Led Americas brands and Ritz-Carlton/EDITION globally; managed ~2/3 of fee revenue; workforce ~160,000; drove expansion from 2,928 to 5,640 properties with 1,800 pipeline |
| Marriott International, Inc. | President, Americas | 2010–2013 | Strategy, revenue management, sales/marketing, operations |
| Marriott International, Inc. | EVP, Eastern Region | 2004–2010 | Regional leadership |
| Marriott International, Inc. | Senior Finance roles | 1986–2004 | SVP Finance & Business Development; led Ritz-Carlton and Renaissance acquisition due diligence |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Chatham Lodging Trust | Director | 2021–present | Hospitality REIT; no LUV related-party transactions disclosed |
| Regis Corporation | Director; Chairman | 2013–2024; 2021–2024 | Press release listed as Chairman in Oct-2024; role ended by 2025 proxy |
| Good Times Restaurants, Inc. | Director | 2005–2010 | Restaurant sector |
| WaterWalk International and Consolidated Holdings, Inc. | Director | 2022–present | Hospitality brand |
| Greenwood Racing, Inc. | Director | 2021–2023 | Gaming/racing |
Board Governance
- Appointment and independence: Appointed Nov 1, 2024 via Cooperation Agreement; Board determined independence under NYSE standards .
- Committee assignments: Audit, Compensation, Nominating & Corporate Governance; Audit Committee named him an “audit committee financial expert” .
- Attendance and engagement: Board held 15 meetings in 2024; each current Director attended ≥75% of Board and applicable committees; Directors attended 2024 Annual Meeting per policy .
- Board refresh and finance oversight: Cooperation Agreement reconstituted committees; Directors from the agreement comprise ≥1/3 of each committee; Finance Committee created with expanded mandate; composition changes reflected Board’s transformation priorities .
- Governance policies impacting directors: Share ownership guidelines (5x annual cash retainer for directors) and prohibitions on hedging, margin accounts, and pledging Company securities .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board cash retainer | $90,000 (annualized; pro-rated for new Directors joining mid-year) | |
| Committee retainers (member) | Audit: $15,000; Compensation: $12,500; Nominating: $10,000; Safety: $10,000; Finance: $15,000 (effective Nov 21, 2024; prior $10,000) | |
| Committee retainers (chair) | Audit: $30,000; Compensation: $25,000; Nominating: $20,000; Safety: $20,000; Finance: $30,000 (effective Nov 21, 2024; prior $20,000) | |
| Meeting fees (excess meetings) | $1,500 per meeting (in-person/telephonic) | |
| 2024 Director cash fees (Grissen) | $20,959 (pro-rated for 11/1/2024 start) | |
| Travel privileges | Reserved-seat travel for Director/spouse/children; 50 free one-way passes annually plus 50 for 501(c)(3) organizations; post-retirement travel benefits vary by terms served | |
| Severance Plan for Directors | $35,000 (≥5 years service) or $75,000 (≥10 years) at retirement |
- 2024 compensation mix (Grissen): Cash $20,959; Equity $127,510; Total $148,469; Equity ≈86% of total, aligning pay with shareholder value .
Performance Compensation
- Directors do not receive performance-based cash or option awards; director equity is granted as common stock (no performance conditions), and LUV currently does not grant options to Employees or Directors .
- No director-specific performance metrics apply to compensation at LUV .
Other Directorships & Interlocks
| Company | Sector | Committee Roles (if disclosed) | Potential Interlock/Conflict |
|---|---|---|---|
| Chatham Lodging Trust | Lodging REIT | Not disclosed in LUV proxy | No related-party transactions with LUV reported |
| Regis Corporation | Consumer services | Chairman (2021–2024) | No LUV conflicts disclosed |
| Good Times Restaurants, Inc. | Restaurants | Not disclosed | No LUV conflicts disclosed |
| WaterWalk International & Consolidated Holdings, Inc. | Hospitality | Director | No LUV conflicts disclosed |
| Greenwood Racing, Inc. | Gaming | Director (2021–2023) | No LUV conflicts disclosed |
- LUV’s related-party section lists Watson and Fornaro relationships; no transactions involving Grissen were disclosed .
Expertise & Qualifications
- Finance & Accounting; Government Affairs; Human Capital; Environmental/Sustainability; Logistics/Operations; Marketing/Brand; Risk Management; Safety (skills matrix) .
- Managed two-thirds of Marriott’s fee revenue; expanded Americas footprint, led major acquisitions diligence; multi-functional oversight across strategy, revenue management, operations, technology, and HR .
- Audit committee financial expert designation underscores financial oversight capability .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| David J. Grissen | 4,011 | Less than 1%* | Initial grant of 4,011 common shares on Nov 21, 2024; grant date value $127,510 at $31.79/share |
- Director ownership guidelines: 5x annual cash retainer; Company states all Board members meet guidelines; updated levels effective March 14, 2025, with compliance deadline for existing directors by March 14, 2030 .
- Hedging/pledging/margin prohibitions for Directors (reduces alignment risk): No hedging, short sales, derivative transactions; no margin accounts or pledging permitted .
- 2024 Director equity grant: 4,011 shares of common stock to newly appointed Directors on Nov 21, 2024 .
Governance Assessment
-
Strengths:
- Independent director with tri-committee engagement and audit committee financial expert status, enhancing oversight of financial reporting and compensation decisions .
- Equity-heavy director pay and share ownership guidelines (5x retainer) align incentives; hedging/pledging bans improve alignment and reduce risk .
- No related-party transactions disclosed for Grissen; Board independence affirmed .
- Board refresh via Cooperation Agreement broadened expertise and ensured ≥1/3 representation by new directors across committees, signaling responsiveness to shareholder feedback .
-
Watch items/RED FLAGS:
- Activist-led appointments under the Cooperation Agreement may create perceived pressure on Board dynamics; however, the Agreement requires independence and terminates engagement/indemnification arrangements with Elliott, and prohibits separate compensation from Elliott for directors .
- Director travel privileges are customary at LUV but can attract scrutiny on perquisites; modest relative to equity alignment and standard market practice .
-
Context:
- 2024 say-on-pay support declined to ~77.7% vs ~94% average 2020–2023, indicating investor scrutiny of compensation structure; Compensation Committee reconstituted and engaged a new independent consultant in 2025, which may influence governance decisions Grissen helps oversee .
Director Compensation Details (Grissen, FY2024)
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $20,959 |
| Stock Awards ($) | $127,510 (4,011 shares at $31.79) |
| Total ($) | $148,469 |
Committee Workload and Attendance Context
| Committee | Meetings in 2024 |
|---|---|
| Audit | 10 |
| Compensation | 7 |
| Nominating & Corporate Governance | 14 |
| Board Meetings | 15; each current Director attended ≥75% |
Appointment Details
| Item | Detail |
|---|---|
| Appointment date | November 1, 2024 (effective 11:59 p.m. CT) |
| Director compensation terms (new directors) | Annual Board retainer $90,000 (pro-rated); meeting fees $1,500 (excess meetings); eligibility for equity grants (common stock) |
| Equity award timing/value (2024) | New directors received 4,011 shares on Nov 21, 2024; grant date value $127,510 |
Related-Party & Policy Checks
- Related-party transactions: None disclosed for Grissen; section lists only Watson and Fornaro-related relationships in 2024 .
- Hedging/pledging: Prohibited for Directors; Insider Trading Policy filed as exhibits to 10-K .
- Share ownership guidelines: Directors must meet 5x annual cash retainer; Company states current compliance across Board .
Insider Trades
- No Form 4 transactions are disclosed in the proxy; equity grant details for directors are provided in the Director Compensation table. No related-party or hedging/pledging exceptions noted for Grissen .