Sarah Feinberg
SOUTHWEST AIRLINESAbout Sarah E. Feinberg
Independent director at Southwest Airlines Co. since 2024; former Administrator of the Federal Railroad Administration and interim President/CEO of New York City Transit Authority. Age 47. Appointed to LUV’s Board on November 1, 2024 under a Cooperation Agreement with Elliott; determined independent by the Board under NYSE standards. Serves on the Compensation Committee and the Safety & Operations Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal Railroad Administration | Administrator | 2015–2017 | Aggressively enforced safety regulations; oversaw billions in safety investments |
| New York City Transit Authority | Interim President & CEO | 2020–2021 | Led 50,000-employee workforce through COVID-19 and recovery |
| U.S. Department of Transportation | Chief of Staff to Secretary | 2013–2015 | Advised across aviation and transportation initiatives |
| White House (Obama Administration) | Special Assistant to the President; Senior Advisor to Chief of Staff | 2009–2010 | Government affairs and crisis communications |
| Meta Platforms, Inc. | Director of Policy & Crisis Communications | 2011–2013 | Technology policy and crisis management |
| Bloomberg L.P. | Global Communications Director | 2010–2011 | Communications leadership |
| Feinberg Strategies, LLC | Founder | 2017–present | Strategic consulting in technology and transportation |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Rand Logistics, Inc. | Director | 2023–present | Marine transportation (private) |
| Regional Plan Association | Director (Transit Committee Chair) | 2024–present | Not-for-profit planning organization |
| NHP Foundation | Trustee | 2020–present | Not-for-profit real estate organization |
| Amtrak (National Railroad Passenger Corporation) | Director | 2015–2017 | U.S. passenger rail (government corporation) |
| Other current public company boards | None | — | — |
Board Governance
- Committee assignments: Compensation Committee member; Safety & Operations Committee member. The Compensation Committee and Safety & Operations Committee met 7 and 4 times in 2024, respectively.
- Attendance: The Board held 15 meetings in 2024; each current Director attended at least 75% of Board and applicable standing committee meetings.
- Independence: Board determined Ms. Feinberg independent per NYSE rules.
- Executive sessions: Independent Directors meet regularly in executive session, presided over by the independent Chair (Rakesh Gangwal).
Fixed Compensation
| Component | Amount ($) | Period/Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 18,493 | Fiscal 2024 |
| All Other Compensation | — | Fiscal 2024 |
Board/Committee cash retainer framework (context for cash fees):
| Role/Committee | Annual Cash Retainer ($) | Effective Date |
|---|---|---|
| Board member | 90,000 | Ongoing |
| Non-executive Chair retainer | 200,000 | Effective Nov 2, 2024 |
| Audit Chair / Member | 30,000 / 15,000 | Ongoing |
| Compensation Chair / Member | 25,000 / 12,500 | Ongoing |
| Nominating & Corporate Governance Chair / Member | 20,000 / 10,000 | Ongoing |
| Safety & Operations Chair / Member | 20,000 / 10,000 | Ongoing |
| Finance Chair / Member | 30,000 / 15,000 | Increased Nov 21, 2024 (from 20,000 / 10,000) |
| Per-meeting fee (excess meetings) | 1,500 | Ongoing |
Perquisites (non-cash):
- Travel privileges for Directors and families; post-retirement travel pass program based on service tenure; Severance Plan for Directors (cash payments of $35,000 or $75,000 depending on years served).
Performance Compensation
| Equity Grant | Grant Date | Number of Shares | Grant Price ($/share) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Annual Director Stock Award | Nov 21, 2024 | 4,011 | 31.79 | 127,510 |
- LUV does not currently grant stock options or option-like awards to Directors or Employees.
Other Directorships & Interlocks
- Current public company boards: None listed for Ms. Feinberg.
- Appointment context: Ms. Feinberg was one of five Directors appointed effective Nov 1, 2024 pursuant to the Cooperation Agreement with Elliott Investment Management; agreement reconstituted committees to include at least one-third of these Directors and set standstill provisions through early 2026.
Expertise & Qualifications
- Skills relevant to Southwest’s strategy: Technology; Government Affairs; Human Capital; Environmental/Sustainability; Logistics/Operations; Marketing/Brand; Risk Management; Safety; Airline/Aerospace.
- Operational and safety leadership in regulated transportation sectors; extensive government/regulatory experience; crisis management background.
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | Percent of Class |
|---|---|---|---|
| Sarah E. Feinberg | 7,079 | Includes 268 shares held by domestic partner | <1% (company-wide notation) |
- Outstanding shares: 573,709,096 as of Feb 28, 2025 (used by company to express “less than 1%” for individuals).
- Hedging/pledging: Company policy prohibits Directors from hedging, shorting, holding in margin accounts, or pledging LUV stock.
- Ownership guidelines: Company states robust share ownership guidelines for Directors.
Governance Assessment
-
Strengths
- Independent status and relevant safety/operations expertise complement Safety & Operations oversight amid operational transformation.
- Active on Compensation Committee; Committee uses independent consultants (Pay Governance in 2024; Meridian engaged Jan 2025), with formal independence assessments.
- Board refresh and independent Chair strengthen oversight; executive sessions led by independent Chair.
-
Alignment
- 2024 Director pay mix emphasizes equity via common stock grants; cash fees modest given partial-year service.
- Anti-hedging/pledging policy supports alignment with shareholders.
-
Potential Risks/Considerations
- Cooperation Agreement with Elliott influences Board composition and committee structuring; while she remains independent, investors may scrutinize activism-related dynamics and standstill terms.
- Director travel privileges and post-retirement benefits are notable perquisites; not unusual in airlines but may draw governance attention.
- No related-party transactions disclosed for Ms. Feinberg in 2024 (section lists other Directors, not her).
- 2024 say-on-pay support was 77.7%, below historical average, indicating broader shareholder sensitivity to compensation and governance—context for Compensation Committee oversight (Feinberg is a member).
-
RED FLAGS
- None disclosed specific to Ms. Feinberg (no hedging/pledging, no related-party transactions, independent status affirmed).