David Hess
SOUTHWEST AIRLINESAbout David P. Hess
David P. Hess, age 69, has served as an independent director of Southwest Airlines (LUV) since 2021. He is Chair of the Safety and Operations Committee and a member of the Nominating and Corporate Governance Committee, bringing more than four decades of aerospace leadership including CEO of Arconic, President of Pratt & Whitney, and President of Hamilton Sundstrand. The Board has affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arconic Corporation | Chief Executive Officer | 2017–2018 | Led initial stages of business/management transition following Alcoa split; supported further separation into Howmet Aerospace and Arconic (building materials) |
| United Technologies Corporation (UTC) | EVP & Chief Customer Officer for Aerospace | 2015–2017 | Senior aerospace customer leadership at UTC |
| Pratt & Whitney (UTC) | President | 2009–2014 | Expanded reach, secured sole-source positions on key aircraft models, and acquired majority in International Aero Engines |
| Hamilton Sundstrand (UTC) | President | 2004–2009 | Grew to largest systems supplier to Boeing 787 under his leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Woodward, Inc. | Director | 2021–present | Public company board experience |
| Allegheny Technologies Incorporated (ATI) | Director | 2019–present | Public company board experience |
| Arconic Corporation | Director | 2017–2019 | Public company board experience |
| Hartford HealthCare | Director; Chairman | Board 2011–2017; Chair 2017–2020 | Non-profit leadership |
| Aerospace Industries Association | Board of Governors Executive Committee (Chairman 2012) | 2012 | Industry leadership role |
Board Governance
- Committee roles and workload: Hess chairs Safety & Operations and sits on Nominating & Corporate Governance. In 2024, committees met as follows: Audit 10, Compensation 7, Nominating & Corporate Governance 14, Finance 4, Safety & Operations 4 (plus 1 written consent). This indicates active oversight cadence in safety/operations and governance.
- Independence and attendance: The Board determined Hess is independent. In 2024, the Board held 15 meetings; each current director attended at least 75% of Board and applicable committee meetings.
- Skills map: Hess is marked for all skill categories across Public CEO, Finance & Accounting, Technology, Government Affairs, Human Capital, Environmental/Sustainability, Logistics/Operations, Marketing/Brand, Safety, Airline/Aerospace, and Risk Management.
- Shareholder support: 2025 director election results for Hess—Votes For: 409,684,674; Against: 17,058,324; Abstain: 1,547,945; substantial support.
- Safety & Operations scope: Committee oversees safety and operational compliance, reporting systems, culture of safety, air carrier operations, and operational performance metrics—well-aligned with Hess’s aerospace background.
Fixed Compensation
| 2024 Cash Compensation — Program Schedule | Amount ($) |
|---|---|
| Board annual cash retainer | 90,000 |
| Safety & Operations Committee Chair retainer | 20,000 |
| Nominating & Corporate Governance Committee member retainer | 10,000 |
| Meeting fee (in excess of regular schedule), per meeting | 1,500 |
| Perquisites (director travel privileges; program terms summarized in proxy) | See note |
| 2024 Actual Cash Fees — David P. Hess | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 159,743 |
| All Other Compensation | — |
Notes:
- Director travel privileges include free reserved travel for directors/spouses and 50 one-way passes per year; post-retirement privileges scale with years of service. A Director Severance Plan provides $35,000 after ≥5 terms or $75,000 after ≥10 terms.
Performance Compensation
| 2024 Equity Awards — David P. Hess | Grant Date | Shares | Grant-Date Fair Value ($) | Pricing Basis |
|---|---|---|---|---|
| Common stock award | 2024-05-15 | 6,122 | 170,008 | Closing price $27.77 on grant date |
Additional equity events:
- 2025 annual award: 5,418 common shares on 2025-05-14 (Form 4 “A” – Award). Post-transaction ownership reported 28,574 shares. Source: SEC Form 4.
Program features:
- The company does not grant stock options to employees or directors; 2024 awards for directors were shares of common stock valued at closing price on grant date. No performance metrics apply to director equity awards.
Other Directorships & Interlocks
| Company | Sector/Type | Role | Potential Interlock/Conflict Disclosure |
|---|---|---|---|
| Woodward, Inc. | Aerospace/Industrial | Director | No related-party transactions disclosed for Hess; Board affirmed independence. |
| Allegheny Technologies (ATI) | Industrial metals | Director | No related-party transactions disclosed for Hess; Board affirmed independence. |
| Arconic Corporation | Industrial/manufacturing | Former Director | No related-party transactions disclosed for Hess; Board affirmed independence. |
Related-party and independence oversight:
- The proxy enumerates related-person transactions (e.g., Fornaro consulting; Watson spouse employment) and concludes Hess is independent under NYSE standards; no Hess-related transactions are disclosed.
Expertise & Qualifications
- Aerospace/safety leadership: Led Hamilton Sundstrand to be largest systems supplier on Boeing 787; led Pratt & Whitney expansion; deep operational/safety oversight relevant to LUV.
- Transformation leadership: Interim CEO at Arconic during strategic transformations/separations, relevant to complex change oversight.
- Boardroom experience: Multiple aerospace/industrial public boards (WWD, ATI, Arconic) bringing industry insights to Southwest.
- Skills breadth: Recognized for all governance skill categories on the Board’s matrix.
Equity Ownership
| Date | Shares Beneficially Owned | Context/Note | Source |
|---|---|---|---|
| 2025-02-28 | 15,656 | As reported in “Security Ownership of Management” (less than 1% of class) | |
| 2025-04-28 | 23,156 | Open-market purchase of 7,500 shares at $26.52; post-transaction holdings 23,156 | |
| 2025-05-14 | 28,574 | Director stock award of 5,418 shares (Form 4 “A”); post-transaction holdings 28,574 |
Ownership alignment policies:
- Directors must hold shares equal to at least 5× their annual cash retainer (increased in 2025); directors have five years to reach compliance (existing directors until March 14, 2030). Company states all Board members meet ownership guidelines. Hedging and pledging of Southwest securities are prohibited.
Governance Assessment
- Board effectiveness: Hess’s aerospace depth and safety credentials are directly aligned with his role as Safety & Operations Chair—a critical committee overseeing safety culture, compliance, and operational performance. Committee cadence and scope point to robust oversight.
- Independence and conflicts: Independence affirmed; no Hess-related party transactions disclosed; strong policies and Audit Committee oversight of related-party items reduce conflict risk.
- Engagement and attendance: Board met 15 times in 2024; each current director attended ≥75%. Hess also received strong re-election support (409.7M for vs. 17.1M against).
- Compensation alignment: Director pay balanced between cash retainers and annual stock grants; no option grants or performance metrics for directors; equity awards and ownership guidelines support alignment.
- Investor signals: Hess’s open-market purchase in April 2025 (7,500 shares) and subsequent 2025 stock award increase skin-in-the-game and may bolster investor confidence.
RED FLAGS: None observed in disclosures for Hess. No related-party transactions disclosed; hedging/pledging prohibited; independence affirmed; attendance thresholds met; no option repricing or tax gross-ups identified for directors.