Lisa Atherton
SOUTHWEST AIRLINESAbout Lisa M. Atherton
Lisa M. Atherton (age 50) is an independent director of Southwest Airlines Co. (LUV) since 2024 and serves as President & CEO of Bell (a Textron company). She chairs the Compensation Committee and is a member of the Nominating & Corporate Governance Committee; the Board determined she is independent under NYSE standards. In 2024, the Board met 15 times and each current director attended at least 75% of Board and applicable committee meetings. The Board noted ordinary-course transactions with a Textron sister company (Textron Ground Support Equipment) were immaterial and do not impair her independence.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bell (Textron) | President & CEO | 2023–present | Executive leadership in commercial/defense aviation; oversight of strategic direction and major aviation contracts (~$3.5B). |
| Bell | Chief Operating Officer | 2023 | Operational leadership in aviation programs. |
| Textron Systems | President & CEO | 2017–2023 | Oversaw ~$1.5B of military/defense contracts; M&A to expand portfolio. |
| Bell Helicopter | EVP, Military Business | 2015–2017 | Led military business development and operations. |
| Bell Helicopter | VP, Global Military Business Development | 2014–2015 | Global military BD leadership. |
| U.S. Air Force (Air Combat Command) | Directorate of Requirements | 1999–2007 | Shaped budget/operational requirements for Combat Air Forces. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bell (Textron) | President & CEO | 2023–present | Current principal occupation. |
| Other current public company boards | — | — | None disclosed for Ms. Atherton. |
Board Governance
- Committee assignments: Compensation (Chair) and Nominating & Corporate Governance (Member). Committee meetings held in 2024: Compensation 7; Nominating & Corporate Governance 14.
- Independence status: Board determined Ms. Atherton is independent; considered ordinary-course transactions with a Textron sister company (each year <2% of the other company’s consolidated revenues) and concluded no material relationship.
- Attendance: Board held 15 meetings in 2024; each current director attended at least 75% of Board and applicable committee meetings.
- Board leadership: Independent Chair (Rakesh Gangwal) appointed Nov 1, 2024; committees refreshed and Finance Committee created in 2024.
Fixed Compensation
| Component (FY2024) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 75,114 |
| All Other Compensation | — |
Director fee schedule context (annualized, 2024): Board retainer $90,000; Compensation Committee Chair retainer $25,000; Nominating & Corporate Governance Committee member retainer $10,000; meeting fees $1,500 per meeting in excess of regular schedules. (Non-executive Chair retainer $200,000 effective Nov 2, 2024; Finance Committee member retainer raised to $15,000 and Chair to $30,000 effective Nov 21, 2024.)
Perquisites: Non-employee directors receive reserved-basis free travel for director, spouse, and children; up to 50 one-way passes annually (plus charitable passes); post-retirement travel privileges based on years of service; severance plan pays $35,000 (≥5 years) or $75,000 (≥10 years) upon retirement.
Performance Compensation
| Grant Date | Award Type | Shares Granted | Grant Date Price | Grant Date Fair Value ($) |
|---|---|---|---|---|
| May 15, 2024 | Common stock (annual director grant) | 6,122 | $27.77 | 170,008 |
Note: LUV grants equity to non-employee directors in shares of common stock; values computed under ASC 718.
Other Directorships & Interlocks
| Company | Role | Public | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| — | — | — | — | No current public company directorships disclosed for Ms. Atherton. |
Expertise & Qualifications
- Skills identified by the Board: Airline/Aerospace; Government Affairs; Human Capital; Logistics/Operations; Safety; Risk Management.
- Relevant experience: Oversight of multibillion-dollar aviation contracts; regulatory/contracting background; USAF requirements directorate experience.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Lisa M. Atherton | 6,240 | <1% | Includes 118 shares held by spouse. |
Policy notes:
- Hedging and pledging of LUV securities are prohibited for directors and officers.
- Robust director share ownership guidelines disclosed (qualitative).
Governance Assessment
- Committee leadership: As Compensation Committee Chair, Ms. Atherton oversees CEO and NEO pay design and shareholder alignment; the committee engaged a new independent consultant (Meridian) in Jan 2025 and continues to evaluate market practices and investor feedback.
- Shareholder signals: 2024 Say-on-Pay support was 77.7% (down from ~94% average 2020–2023); the reconstituted committee and refreshed board cited continued engagement and review of compensation structure.
- Independence and conflicts: Board affirmed her independence; ordinary-course transactions with a Textron sister entity were immaterial and did not create a material relationship.
- Ownership alignment: She holds 6,240 LUV shares; directors receive annual equity grants; hedging/pledging prohibited; share ownership guidelines in place.
RED FLAGS and Watch Items
- Related-party proximity: Ms. Atherton is CEO of Bell (Textron); while the Board found ordinary-course transactions with a Textron sister company immaterial and not independence-impairing, this supplier adjacency warrants routine monitoring for future related-party exposure.
- Perquisite optics: Director travel privileges (including post-retirement) and a director severance plan are notable; while common at airlines, some investors may scrutinize non-cash benefits relative to governance best practices.