Pierre Breber
SOUTHWEST AIRLINESAbout Pierre R. Breber
Pierre R. Breber (age 60) is an independent director of Southwest Airlines (LUV), serving since 2024, and the former Vice President & Chief Financial Officer of Chevron Corporation. He currently sits on LUV’s Audit and Compensation Committees and is designated by the Board as an “audit committee financial expert.” His disclosed skillset spans Finance & Accounting, Technology, Government Affairs, Environmental/Sustainability, Logistics/Operations, Safety, and Risk Management. He is independent under NYSE rules, and LUV discloses that each current director attended at least 75% of Board and applicable committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation | Vice President & CFO | 2019–2024 | Led capital discipline and “win back” investor strategy; oversaw trading/shipping and downstream/chemicals; executed M&A including Noble Energy, PDC Energy; signed $60B Hess deal; advanced lower-carbon strategy including acquisition of Renewable Energy Group in 2022 at ~10% below prior secondary offering price. |
| Chevron Corporation | EVP – Downstream & Chemicals | 2016–2018 | Oversight of refining, marketing, chemicals; drove double-digit ROCE in businesses under oversight. |
| Chevron Corporation | EVP – Gas & Midstream | 2014–2015 | Senior P&L and strategy leadership. |
| Chevron Corporation | Managing Director, Asia South BU | 2011–2013 | Led regional upstream operations. |
| Chevron Corporation | VP & Treasurer | 2009–2010 | Corporate finance and capital markets. |
| Chevron Corporation | Head of Investor Relations | 2000–2003 | Investor communications and positioning. |
| Chevron Corporation | Various roles | 1989–2000 | Progressive finance/operating roles. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Clorox Company | Director | 2024–present | Current public company directorship. |
| PACCAR Inc. | Director | 2024–present | Current public company directorship. |
| Air Liquide S.A. | Director | 2021 | Prior directorship disclosed. |
| Cornell University – Johnson Advisory Council | Member | 2021–present | Advisory/academic role. |
| United Way Bay Area | Director | 2015–2024 | Non-profit board service. |
| Thurgood Marshall College Fund | Director | 2021–2023 | Non-profit board service. |
Board Governance
- Committee assignments (LUV): Audit (member) and Compensation (member); not a chair. The Board also designates Breber, Brooks, and Grissen as Audit Committee “financial experts.”
- Independence: The Board determined he is independent under NYSE standards.
- Attendance: Board held 15 meetings in 2024; each current director attended at least 75% of Board and applicable committee meetings. Committee meetings in 2024: Audit (10), Compensation (7), Nominating (14), Finance (4), Safety & Operations (4).
- Share ownership/hedging: Directors must hold stock equal to ≥5x annual cash retainer within 5 years; LUV states all Board members meet the guideline; hedging and pledging of Company stock are prohibited.
- Overboarding policy: Non-employee directors limited to ≤5 public company boards; employee directors ≤2.
Fixed Compensation (Director)
| Item | Amount/Detail |
|---|---|
| 2024 Cash fees (Breber, partial year) | $19,315 (joined Nov 1, 2024) |
| 2024 Equity grant (Breber) | $127,510 in common stock (4,011 shares at $31.79 on Nov 21, 2024) |
| Total 2024 Director comp (Breber) | $146,825 |
| Standard Board cash retainer | $90,000 annually |
| Committee retainers | Audit Chair $30k / member $15k; Compensation Chair $25k / member $12.5k; Nominating Chair $20k / member $10k; Safety & Ops Chair $20k / member $10k; Finance Chair $30k (effective Nov 21, 2024; prior $20k) / member $15k (effective Nov 21, 2024; prior $10k) |
| Meeting fees (excess meetings) | $1,500 per meeting (in-person or telephonic) |
| Travel privileges | Reserved-seat travel for directors and families; charitable passes policy as disclosed |
Notes: Non-employee directors on May 15, 2024, received 6,122 common shares; those joining later received prorated grants (Breber: 4,011 shares on Nov 21, 2024).
Performance Compensation
- Non-employee director compensation at LUV consists of cash retainers and time-based equity; there are no performance-based metrics, options, or bonus plans tied to director performance disclosed for directors.
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict |
|---|---|---|
| The Clorox Company (2024–present) | Public | No LUV-related party transactions disclosed. |
| PACCAR Inc. (2024–present) | Public | No LUV-related party transactions disclosed. |
| Air Liquide S.A. (2021) | Public | No LUV-related party transactions disclosed. |
The proxy discloses related-party transactions for 2024 (e.g., Watson and Fornaro items) and none involve Breber.
Expertise & Qualifications
- Financial leadership and capital allocation: Former Chevron CFO with multi-year oversight of businesses generating >$1B annual after-tax profits and extensive M&A (Noble Energy, PDC Energy, Hess agreement) and capital discipline credentials.
- Energy and operations: Oversight of trading/shipping and downstream/chemicals; experience driving double-digit returns in capital-intensive operations.
- Sustainability/government affairs: Balanced energy transition perspective and lower-carbon strategy development; government affairs experience.
- Audit committee financial expert: LUV Board designates him an “audit committee financial expert.”
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Pierre R. Breber | 38,011 | Includes 34,000 shares held by a family trust for which he serves as trustee; “less than 1%” of outstanding. As of Feb 28, 2025. |
Policies and alignment:
- Director ownership guideline: 5x annual cash retainer within 5 years; LUV states all Board members meet guidelines.
- Hedging/pledging: Prohibited for directors and officers.
Governance Assessment
- Board effectiveness and oversight: Breber reinforces financial rigor on two high-impact committees (Audit, Compensation) and is explicitly qualified as an audit committee financial expert—supportive for credibility with investors on financial reporting, controls, and pay-for-performance alignment.
- Independence and attendance: Independent under NYSE standards with at least 75% attendance threshold met for current directors in 2024; no disclosed related-party transactions—no apparent conflicts or interlocks affecting LUV.
- Ownership alignment: Equity retainer plus stock ownership guidelines and anti-hedging/pledging policies promote alignment; his beneficial ownership includes a substantial trust-held position.
- RED FLAGS: None disclosed specific to Breber. No related-party exposure; no overboarding per LUV guidelines (current total public boards appear within the ≤5 cap). Continued monitoring is prudent given concurrent service at two other public companies (time demands), but this remains within LUV policy.
Additional context on governance climate: LUV saw significant Board refresh in 2024, reconstituted committees, and created a Finance Committee following shareholder engagement (including a cooperation agreement with Elliott). Compensation say-on-pay support in 2024 was 77.7%, below historical averages, with the reconstituted Compensation Committee and a new independent consultant engaged in 2025—signals of heightened pay governance scrutiny.