Robert Fornaro
SOUTHWEST AIRLINESAbout Robert L. Fornaro
Robert L. Fornaro (age 72) joined Southwest Airlines’ Board on September 26, 2024. He is a veteran airline executive and former CEO of Spirit Airlines and AirTran Holdings, with deep operational, regulatory, and M&A integration expertise. At Southwest, he serves on the Finance and Safety & Operations Committees; he is not designated an independent director. He previously advised Southwest on post‑AirTran integration and strategy, including a paid Advisory Agreement that was terminated immediately prior to his Board appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Spirit Airlines | CEO; President | 2016–2018 | Improved on‑time performance to 81.1% by 2018; stock rose 45% during tenure |
| AirTran Holdings/AirTran Airways | Chairman; President & CEO; President & COO; President & CFO | 2001–2011 | Led transformation; negotiated sale to Southwest at 69% premium |
| US Airways | SVP – Planning | 1992–1998 | Senior planning leadership |
| Northwest Airways | SVP – Planning & Alliances | 1988–1992 | Alliances and planning leadership |
| ParkView Partners LLC | Principal | 2011–2015; 2019–present | Aviation advisory practice |
| Southwest Airlines Co. | Advisor (consultant) | 2011–2014; 2020–2024 | Assisted with AirTran integration and strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avianca Group International Limited | Director | 2021–present | Safety committee membership experience cited |
| WestJet Airlines | Director | 2020–present | Guided COVID period repositioning; oversaw Sunwing acquisition |
| Spirit Airlines | Director (prior) | 2014–2019 | Safety/Security & Operations Chair (prior) |
| AirTran Holdings | Director (prior) | 2001–2011 | Oversaw sale to Southwest |
Board Governance
- Independence: Not designated independent in the proxy’s nominee matrix .
- Committee assignments: Finance Committee (Member); Safety & Operations Committee (Member) .
- Committee activity in 2024: Finance (4 meetings); Safety & Operations (4 meetings) .
- Attendance: Board held 15 meetings in 2024; all current directors attended at least 75% of Board and applicable committee meetings; all directors at the time attended the 2024 Annual Meeting .
- Board leadership and refresh: New independent Chair appointed Nov 1, 2024; significant refresh with 11 of 13 nominees appointed in last three years; Finance Committee created in Sep 2024 to intensify oversight of strategy, capital allocation, and transactions .
Fixed Compensation
| Component | Detail | Amount | Notes |
|---|---|---|---|
| Board/Committee cash fees (2024) | Fees earned or paid in cash | $28,014 | Prorated due to appointment in late 2024 |
| Equity grant (2024) | Common stock award | $127,510 | 4,011 shares granted Nov 21, 2024 at $31.79 close |
| All other compensation (2024) | Consulting payments | $203,167 | Paid under Advisory Agreement terminated Sept 26, 2024 |
| Total (2024) | Cash + equity + other | $358,691 | Sum of items above |
Director fee schedule (annualized as of late 2024):
| Fee Type | Amount |
|---|---|
| Board retainer | $90,000 |
| Non‑executive Chair retainer (effective Nov 2, 2024) | $200,000 |
| Audit Chair / Member | $30,000 / $15,000 |
| Compensation Chair / Member | $25,000 / $12,500 |
| Nominating & Governance Chair / Member | $20,000 / $10,000 |
| Safety & Operations Chair / Member | $20,000 / $10,000 |
| Finance Chair / Member (effective Nov 21, 2024) | $30,000 / $15,000 |
| Meeting fees (excess meetings) | $1,500 per meeting |
| Travel privileges (active directors) | Reserved free travel; 50 one‑way passes + 50 charitable passes |
| Travel privileges (after retirement) | Tenure‑based lifetime or term access; Severance Plan $35,000 (≥5 years) or $75,000 (≥10 years) |
Performance Compensation
| Metric | Weight/Type | Outcome |
|---|---|---|
| None disclosed for non‑employee directors | Director equity grants are common stock awards, not performance‑conditioned | Stock awards reflect alignment but not pay‑for‑performance metrics |
Other Directorships & Interlocks
| Company | Relationship to LUV | Interlock/Conflict Notes |
|---|---|---|
| Avianca Group International Limited | International airline | Board seat; not a direct U.S. domestic competitor to LUV |
| WestJet Airlines | Canadian airline | Board seat; non‑U.S. competitor; potential industry information flow considerations |
Expertise & Qualifications
- Public CEO experience with airline turnarounds, M&A, and integration (Spirit, AirTran); negotiated AirTran sale to Southwest at 69% premium and later advised Southwest on integration .
- Safety and operations oversight, including safety committee roles at multiple airlines; regulatory navigation experience securing slots and operational rights .
- Finance and planning leadership across US Airways and Northwest; extensive route/network optimization expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Robert L. Fornaro | 4,011 | <1% | As of Feb 28, 2025 (company reported “less than 1%” for directors); outstanding shares 573,709,096 |
Policy constraints:
- Hedging/pledging prohibited for directors under the Insider Trading Policy .
- Robust director share ownership guidelines noted by the Board (details not itemized in proxy) .
Governance Assessment
- Committee effectiveness: Placement on Finance and Safety & Operations aligns with his airline operational and strategic background; Finance Committee mandate covers revenue/cost improvements, major transactions, and capital allocation, areas aligned with his M&A and integration credentials .
- Independence and conflicts: Not designated independent; had a paid Advisory Agreement with Southwest ($23,000/month; $203,167 paid in 2024), terminated immediately before Board appointment; son‑in‑law is a Director‑level employee (2024 total compensation $331,062). These relationships were reviewed under related‑party procedures and disclosed; they warrant ongoing monitoring of recusal and oversight rigor. RED FLAGS: prior paid consulting relationship and immediate family employment connection .
- Engagement and attendance: Board held 15 meetings; all current directors met at least 75% attendance threshold, and directors attended the 2024 Annual Meeting, indicating baseline engagement commitments .
- Director pay structure and alignment: Mix of cash retainers plus common‑stock awards (non‑performance‑conditioned) supports equity alignment but does not directly link director pay to performance metrics; travel privileges are a material perquisite and severance plan provides fixed retirement payments based on tenure .
- Shareholder context: Say‑on‑pay support for NEOs declined to ~77.7% in 2024 (from ~94% average 2020–2023), prompting committee reconstitution and new independent consultant retention; signals heightened investor scrutiny of compensation and governance practices in 2025 .