Gregg Saretsky

About Gregg A. Saretsky

Gregg A. Saretsky (age 65) is an independent director of Southwest Airlines Co., appointed November 1, 2024 under a Cooperation Agreement with Elliott. He chairs the Board’s Finance Committee and serves on the Audit Committee. Saretsky is the former CEO of WestJet with 40+ years of airline leadership across WestJet, Alaska Air Group, and Canadian Airlines. Director since 2024; principal occupation: former CEO of WestJet. Skills: Public CEO, Airline/Aerospace, Safety, Risk Management, Logistics/Operations, Marketing/Brand Management, Human Capital, Government Affairs .

Past Roles

External Roles

Board Governance

• Independence: Board determined Saretsky is independent under NYSE standards .
• Appointment: Added November 1, 2024 via Cooperation Agreement with Elliott; agreement set that Saretsky and Cush join Finance Committee and that Saretsky serve as Finance Committee Chair .
• Committees and meeting cadence (2024): Board met 15 times; each current director attended at least 75% of Board and applicable committee meetings; committee meetings in 2024: Audit (10), Compensation (7), Nominating & Corporate Governance (14), Finance (4; created Sept 2024), Safety & Operations (4) .
• Executive sessions: Independent directors meet in regular executive sessions led by the independent Chair .

Fixed Compensation

• Non-employee director compensation structure (annualized, 2024): Board retainer $90,000; Chair retainer (non-exec) $200,000 effective Nov 2, 2024; Audit Chair $30,000 / Member $15,000; Compensation Chair $25,000 / Member $12,500; Nominating Chair $20,000 / Member $10,000; Safety & Operations Chair $20,000 / Member $10,000; Finance Chair $30,000 (increased from $20,000 effective Nov 21, 2024) / Member $15,000 (from $10,000); $1,500 per meeting for excess meetings .
• Perquisites: Free reserved-basis Southwest travel for directors and family; 50 free one-way passes annually (including charitable use). Post-retirement travel privileges scale with years of service. Severance Plan for Directors pays $35,000 after ≥5 years of Board service or $75,000 after ≥10 years .

The Board increased Finance Committee fees and added a $200,000 Chair retainer in Nov 2024 following a review by independent compensation consultants; the Committee reported no consultant conflicts of interest .

Performance Compensation

• Directors do not have performance-based metrics; equity is delivered as outright share grants. In 2024, Saretsky received 4,011 shares on Nov 21, 2024 (grant-date value $127,510). In May 2025, a further director equity award of 5,418 shares was reported on Form 4 (grant reported at $0 conversion price as is typical for stock awards) .

Other Directorships & Interlocks

Expertise & Qualifications

• Public company CEO; deep airline/aerospace operations; safety; risk management; logistics/operations; marketing/brand .
• Track record: Led WestJet’s modernization and expansion; >100% TSR during eight-year CEO tenure; launched WestJet Encore, first code-shares, rewards program, and Europe service .

Equity Ownership

• Beneficial ownership: 11,211 shares as of Feb 28, 2025 (less than 1% of outstanding) .
• Share ownership guidelines: Directors must hold stock worth ≥5x annual cash retainer; 5 years to comply (existing directors until Mar 14, 2030). Company states all Board members currently meet guidelines. Hedging and pledging of Southwest stock are prohibited .

Company ownership table (as of Feb 28, 2025) shows 11,211 shares for Saretsky; subsequent Form 4s reflect incremental purchases and a 2025 director equity award .

Board Governance

Related-Party, Conflicts, and Policies

• Related-party transactions: 2024 disclosures identified relationships for Watson (spouse employed) and Fornaro (consulting pre-appointment; family employment). No Saretsky-specific related-party transactions disclosed .
• Hedging/pledging: Prohibited for directors (and officers/employees); directors cannot hold company securities in margin accounts or pledge as collateral .
• Cooperation Agreement context: Elliott beneficial owner >5%; agreement reconstituted committees and designated Saretsky as Finance Chair; standstill and voting covenants in place through early 2026 .

Director Compensation Details (Structure and Year-over-Year Signals)

Governance Assessment

• Strengths:

  • Finance oversight and airline operator credibility: Finance Committee Chair with deep airline CEO and operations background enhances Board’s ability to evaluate capital allocation and revenue/cost initiatives .
  • Independence and strong shareholder backing: Independent under NYSE rules; received ~412 million “For” votes at 2025 AGM, indicating broad investor support .
  • Ownership alignment and open-market buying: Director equity grants and multiple open-market purchases in 2025 signal confidence and alignment; hedging/pledging prohibited; directors meet heightened 5x-retainer ownership guidelines .
  • Engagement and refresh: Appointment via Cooperation Agreement reflects responsiveness to shareholder input; Board refresh and committee restructuring executed in late 2024 .

• Watch items:

  • Activist appointment optics: Appointment under Elliott Cooperation Agreement and mandated Finance chairmanship can raise perception of activist influence; Agreement includes standstill and voting commitments through early 2026 .
  • Perquisites: Director travel privileges are generous; while common at airlines, investors often scrutinize non-cash benefits for optics and alignment .

No Saretsky-specific related-party transactions, hedging/pledging, or share pledging issues were disclosed for 2024; policies prohibit hedging/pledging and require pre-clearance .