Tom Doxey
SOUTHWEST AIRLINESAbout Tom Doxey
Tom Doxey is Executive Vice President & Chief Financial Officer of Southwest Airlines (effective March 10, 2025). He is 45, with an MBA from Arizona State University and a BA from Brigham Young University; his background spans finance, operations, fleet planning, and technical operations across Breeze Airways, United Airlines, Allegiant Air, and US Airways . At Breeze Airways (President, 2022–2024), the company states he led a transformation to profitability in under two years, building a guest-focused brand, loyalty program, and network optimization . As CFO at LUV, his performance compensation is tied to multi-year Adjusted ROIC (after-tax) goals; the company’s executive pay design also emphasizes scorecard-based short-term incentives across financial, customer, and operational metrics with robust clawbacks and ownership alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Breeze Airways | President | 2022–2024 | Led transformation to profitability in under two years; launched loyalty program and co-branded credit card; optimized fleet/network; built NCAA charter leadership |
| United Airlines | SVP, Technical Operations | 2019–2022 | Oversaw global maintenance, supply chain, and engineering with ~$5B budget; managed aircraft storage program during pandemic |
| United Airlines | CFO, Operations | 2016–2019 | Led fleet transactions/planning; financial oversight for ~$18B operations budget |
| Allegiant Air; US Airways | Finance and fleet management roles | Early career | Built expertise in aircraft transactions, cost optimization, corporate finance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BYU Marriott School of Business | Advisory Board | Current | Advisory role linked to alma mater |
| Aviation Maintenance Council | Board Member | Current | Industry board position |
Fixed Compensation
| Component | 2025 Terms | Notes |
|---|---|---|
| Base Salary | $575,000 | Approved Feb 4, 2025 |
| Target Short-Term Incentive (STI) | $776,250 (prorated for 2025) | STI target as cash; payout tied to company scorecard metrics; 2025 specific metrics not detailed in 8-K |
| Cash Award (Retention) | $500,000 | 100% repayment if resigns/terminated for cause within 12 months of Mar 10, 2025; 50% repayment within 24 months |
Performance Compensation
| Instrument | Grant Date Fair Value | Performance Metric | Vesting | Payout Mechanics |
|---|---|---|---|---|
| RSUs | $1,293,750 | Time-based | Vests 1/3 annually beginning Mar 21, 2026 | Settled in common stock |
| PBRSUs | $1,293,750 | Adjusted ROIC (after-tax) targets | 3-year cliff; performance period Jan 1, 2025–Dec 31, 2027; vests Feb 21, 2028 | Shares vest based on ROIC target achievement (notice of grant governs) |
| RSUs (additional) | $1,500,000 | Time-based | Vests 1/3 annually beginning Mar 21, 2026 | Settled in common stock |
- Company does not currently grant stock options or option-like awards to executives .
- Southwest’s executive STI design uses pre-established company scorecard metrics across financial, customer, and operational objectives; in 2024, maximum STI payout potential was increased from 150% to 200% of STI target (context for peers and plan structure; Doxey’s 2025 maximum is not disclosed) .
Equity Ownership & Alignment
- Ownership guidelines: CEO = 6x base salary; all other executive officers = 3x base salary; must be met within five years of becoming an executive officer. Unvested RSUs count toward compliance .
- Hedging/pledging: Prohibited for executives and directors; margin accounts and pledging are disallowed under Blackout and Pre-Clearance procedures .
- Compliance status: Company states executive officers and board members meet ownership guidelines; Doxey is newly appointed, with five years allowed to reach the 3x requirement .
Employment Terms
- Change-in-control: Standard Executive Service Recognition Plan Executive Employment Agreement (“double trigger”). In a CIC, employment continues for one year at no less than the highest recent salary and a bonus at least equal to the highest of the prior two years’ bonus. If terminated without cause or resigns for good reason during the “Employment Year,” lump sum equals (a) prorated bonus for the termination year, (b) one year of base salary, and (c) the “Change-in-Control Bonus Amount” (highest recent bonus); company summary indicates maximum incremental benefit ≈ one year of salary plus two years of bonus .
- Clawback policy: Recoupment of erroneously awarded incentive-based compensation if the company must restate financial statements due to material noncompliance with securities laws .
- Perquisites: Free flight benefits, annual deposit of 250,000 Rapid Rewards points for officers, optional executive health program; occasional car service for safety/efficiency—perquisites described as in line with market practice .
- Related parties: No relationships or transactions requiring disclosure under Items 401(d) or 404; appointment disclosed under Reg FD .
Performance Compensation – Detailed Structure
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted ROIC (after-tax) – PBRSUs (2025–2027) | Not disclosed | Set in notice of grant | N/A (in-progress) | N/A | Cliff vest Feb 21, 2028 |
| Company STI Scorecard (2025) | Not disclosed | Not disclosed | Not disclosed | STI target $776,250 (prorated) | Paid following FY performance; 2025 details not in 8-K |
Note: 2024 scorecard achieved 97.9% of target (context for plan design); Doxey’s 2025 company scorecard specifics are not disclosed in the 8-K .
Investment Implications
- Alignment and upside: Mix skews to equity with multi-year PBRSUs linked to Adjusted ROIC (after-tax), creating direct alignment with capital returns and cash discipline; two RSU tranches add retention and time-based value while deferring realizable gains to 2026–2028 windows .
- Retention risk mitigated: $500k onboarding cash with multi-year repayment obligations, plus sizable RSU grants and strict no-hedging/pledging and ownership rules, reduce early-departure risk; standard double-trigger CIC reduces distraction risk in strategic scenarios .
- Potential selling pressure windows: Initial RSU tranches vesting March 2026, 2027, 2028 and PBRSU cliff in Feb 2028 create predictable liquidity windows; watch Form 4 activity around these dates for incremental selling pressure signals relative to performance outcomes .
- Execution focus: Prior roles emphasize large-scale operations budgets, fleet transactions, and pandemic-era asset management—skills aligned to LUV’s aircraft delivery challenges and ROIC-centric incentives; monitor ROIC trajectory and capital allocation under his tenure for performance-based vesting outcomes and pay-for-performance integrity .