Douglas Brooks

About Douglas H. Brooks

Douglas H. Brooks, age 72, is an Independent Director of Southwest Airlines (since 2010). He is Chair of the Audit Committee and a member of the Compensation Committee; the Board has designated him an “audit committee financial expert” under SEC rules. Brooks is the former Chairman, President, and CEO of Brinker International, Inc., with a record of portfolio optimization, balance-sheet stabilization after the 2008 crisis, and significant capital return to shareholders during his tenure .

Past Roles

External Roles

Board Governance

• Committees: Audit (Chair) and Compensation (Member). The Board deems all Audit Committee members independent and has designated Brooks as an “audit committee financial expert” .
• Board refresh and structure: 11 of 13 nominees appointed in the last three years; independent Chair; creation of a new Finance Committee and elimination of the Executive Committee in 2024 .
• Independence: The Board determined Brooks is independent under NYSE standards .
• Attendance: The Board held 15 meetings in 2024; each current Director attended at least 75% of total Board and applicable committee meetings. Committee meetings in 2024: Audit (10), Compensation (7), Nominating (14), Finance (4), Safety & Operations (4) .
• Executive sessions and best practices: Independent Chair may call meetings and hold executive sessions; robust governance policies including hedging/pledging prohibitions and share ownership guidelines .

Fixed Compensation

Director cash and committee fee schedule (annualized, 2024):

• Board retainer: $90,000; Non-Employee Vice Chair retainer: $35,000; Lead Director retainer: $35,000 .
• Audit Committee: Chair $30,000; Member $15,000. Compensation Committee: Chair $25,000; Member $12,500. Nominating & Corporate Governance: Chair $20,000; Member $10,000. Safety & Operations: Chair $20,000; Member $10,000. Finance: Chair $30,000 (effective Nov 21, 2024; $20,000 prior); Member $15,000 (effective Nov 21, 2024; $10,000 prior). Excess meetings fee: $1,500 per meeting .

Perquisites and retirement/severance for non-employee directors:

• Current: Reserved-seat free travel for directors/spouses/children; plus up to 50 free one-way passes for personal use and 50 for charitable organizations annually .
• Post-retirement travel privileges based on terms served (e.g., lifetime for ≥10 terms) and cash severance of $35,000 (≥5 years) or $75,000 (≥10 years) under the Severance Plan for Directors .

Performance Compensation

Notes:

• Values based on closing price on grant date; LUV used $29.88 (May 17, 2023) and $27.77 (May 15, 2024) for standard grants per proxy methodology .
• The company does not grant stock options or option-like awards to employees or directors; no director PSUs are granted under the current program .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix indicates Brooks brings Public CEO, Finance & Accounting, Human Capital, Logistics/Operations, Marketing/Brand Management, and Risk Management expertise .
• The Board also designates Brooks as an “audit committee financial expert” .

Equity Ownership

Ownership alignment and restrictions:

• Director ownership guideline: value ≥ 5x annual cash retainer; existing Board members have until March 14, 2030 to comply; the proxy states all Board members meet guidelines as of the filing .
• Insider Trading Policy prohibits hedging, and blackout/pre-clearance procedures prohibit holding LUV securities in margin accounts or pledging as collateral .

Governance Assessment

• Strengths

  • Audit Committee Chair with “financial expert” designation; critical for credibility on financial reporting, controls, and cybersecurity risk oversight .
  • Independent, long-serving director with deep operating, human capital, and brand experience; prior public CEO experience and meaningful transformation track record (Brinker and AutoZone) .
  • Ownership alignment reinforced by share ownership guidelines; proxy indicates compliance; prohibitions on hedging/pledging reduce misalignment risk .

• Watch items / potential optics

  • Non-cash perquisites (free travel and significant lifetime travel benefits for long-tenured directors) and fixed post-service severance ($35k/$75k) may be viewed as shareholder-unfriendly by some investors; they are disclosed and formulaic .
  • Tenure since 2010 could raise refreshment/independence questions in isolation; however, the Board undertook extensive refresh in 2024 and installed an independent Chair, with 11/13 nominees appointed in the last three years, which mitigates entrenchment concerns .
  • No related-party transactions involving Brooks are described in the proxy’s “Certain Relationships” section; independence reaffirmed under NYSE rules .

• Compensation mix signal

  • For 2024, equity ($170,008) exceeded cash fees ($119,753), supporting alignment; year-over-year, Brooks’ equity value was flat while cash fees declined, reflecting structure and Board changes rather than increased guarantees .

Overall, Brooks’ audit leadership, financial expertise, and operating background bolster investor confidence in controls and oversight; disclosed director perquisites and cash severance are notable but transparent and policy-based.