Rakesh Gangwal
SOUTHWEST AIRLINESAbout Rakesh Gangwal
Rakesh Gangwal (age 71) is Independent Chair of the Board at Southwest Airlines (LUV), appointed November 1, 2024, and a director since July 7, 2024. He co-founded InterGlobe Aviation (IndiGo) and previously served as CEO of US Airways and Worldspan; earlier roles include senior positions at Air France and United Airlines. He is deemed independent under NYSE standards. 2024 board attendance for all current directors (including Gangwal) met the 75% minimum, and the Board held 15 meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| US Airways Group | President & CEO; previously President & COO | 1996–2001 | Led airline through industry changes; senior operating leadership |
| Worldspan Technologies | Chairman, President & CEO | 2003–2007 | Led $1.4B strategic sale to Travelport |
| Air France | EVP | 1994–1996 | Senior executive role |
| United Airlines | Progressed to SVP of Planning | 1984–1994 | Network and planning leadership |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| InterGlobe Aviation (IndiGo) | Director | 2015–2022 | Co-founder; India’s largest airline |
| Office Depot | Director | 2013–2017 | Oversaw OfficeMax combination |
| CarMax | Director | 2011–2017 | Board service at leading retailer |
| PetSmart | Director | 2005–2015 | Involved in $8.7B sale to BC Partners consortium |
| OfficeMax | Director | 1998–2013 | Retail governance experience |
| US Airways | Director | 1996–2001 | Airline board service |
Board Governance
- Roles and independence: Independent Chair of the Board (effective Nov 1, 2024); independent under NYSE rules. As Chair, duties include presiding over meetings and executive sessions, setting agendas, coordinating independent directors, and liaising with management.
- Committees: Nominating & Corporate Governance Committee (member); Finance Committee (member). In 2024, these committees met 14 and 4 times, respectively.
- Attendance and engagement: Board held 15 meetings in 2024; each current director attended at least 75% of board and applicable standing committee meetings; directors conducted extensive shareholder outreach in 2024.
- Election outcome (2025 AGM): Votes FOR 412,395,183; AGAINST 14,798,436; ABSTAIN 1,097,324 (strong support).
Fixed Compensation
Program structure (non-employee directors):
- Annual cash retainer: $90,000; Non-executive Chair additional cash retainer implemented in Nov 2024: $200,000.
- Committee retainers (annual): Audit (Chair $30k; Member $15k); Compensation (Chair $25k; Member $12.5k); Nominating & Corporate Governance (Chair $20k; Member $10k); Safety & Operations (Chair $20k; Member $10k); Finance (Chair $30k; Member $15k; increased in Nov 2024). Meeting fees for excess meetings: $1,500.
- Travel benefits: Free travel privileges during service; post-service travel/flight pass benefits per policy.
2024 amounts for Gangwal:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $85,767 |
| Stock Awards (see next section) | $170,018 |
| Total | $255,785 |
Performance Compensation
Directors receive equity to align with shareholders; awards are in common stock (not performance-based RSUs for directors).
| Grant Type | Grant Date | Shares | Grant-Date Price | Grant-Date Fair Value |
|---|---|---|---|---|
| Common stock award | July 31, 2024 | 6,311 | $26.94 | $170,018 |
Other Directorships & Interlocks
- Current public company boards: None listed for Gangwal in LUV’s director slate table.
- Prior public company boards: InterGlobe Aviation (2015–2022), Office Depot (2013–2017), CarMax (2011–2017), PetSmart (2005–2015), OfficeMax (1998–2013), US Airways (1996–2001).
- Interlocks/related parties: No related-party transactions disclosed for Gangwal; Board determined independence for him.
Expertise & Qualifications
- Board’s skills matrix marks Gangwal with experience in Public CEO, Finance & Accounting, Technology, Human Capital, Logistics/Operations, Risk Management, Safety, and Airline/Aerospace.
- Biography emphasizes airline value creation (IndiGo co-founder), U.S. airline C-suite leadership, and M&A/strategic planning acumen (e.g., Worldspan sale; OfficeMax-Office Depot; PetSmart sale).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Rakesh Gangwal | 3,606,311 | <1% | As of Feb 28, 2025; beneficial ownership table |
Ownership alignment policies:
- Share ownership guidelines: Directors must hold ≥5x annual cash retainer; all directors meet guidelines.
- Hedging/pledging: Prohibited for directors under Insider Trading Policy and Pre-Clearance Procedures.
Governance Assessment
- Board effectiveness: Appointment as independent Chair separated board leadership from the CEO and coincided with broad board refresh, elimination of the Executive Committee, and creation of a Finance Committee to intensify oversight of strategy, capital structure, and transactions—actions responsive to shareholder input.
- Independence and conflicts: Board affirmatively determined Gangwal is independent; no related-party transactions disclosed—low conflict risk.
- Engagement/attendance: Board and Gangwal met attendance thresholds; directors conducted outreach with holders of over 70% of outstanding shares in 2024, signaling robust engagement.
- Compensation alignment: Director pay mix includes material equity; non-exec Chair retainer added in Nov 2024 to reflect responsibilities. No performance metrics for director pay (appropriate for independence), but equity grants align interests.
- Shareholder votes signal: Strong re-election support for Gangwal and improved Say-on-Pay support in 2025 (401.4M For vs 25.8M Against). A shareholder clawback-strengthening proposal failed decisively (21.8M For vs 404.4M Against).
RED FLAGS: None disclosed specific to Gangwal—no related-party transactions, hedging/pledging prohibited, independence affirmed, and strong shareholder support on election.