01—Abstract
Summary
Summary of the 8-K filed July 9, 2024. Cited figures are marked; the original filing is the authoritative source.
Southwest Airlines Co. filed this Current Report on Form 8-K to disclose the appointment of Rakesh Gangwal to its Board of Directors, effective July 7, 2024.
The Board made the appointment on July 7, 2024. The filing states that Mr. Gangwal is a co-founder of InterGlobe Aviation (IndiGo), which it describes as India's largest airline by fleet size and passengers carried. It also notes his prior roles as Chairman, President and CEO of Worldspan Technologies, President and CEO of US Airways Group, and executive positions at Air France and United Airlines.
The filing sets out the compensation framework for non-employee directors, which Mr. Gangwal is eligible for. Cash compensation includes a $90,000a annual retainer, pro-rated for his July 2024 to June 2025 service period, and $1,500 per excess meeting attended. Other benefits include travel privileges for the director and family, annual flight passes, post-service travel benefits tied to years of service, eligibility for equity grants under the Amended and Restated 2007 Equity Incentive Plan, and a retirement payment under the Severance Plan for Directors.
The filing notes that prior to his appointment, Board members received common stock awards with a grant date value of approximately $170,000b for 2024. The filing states that Mr. Gangwal has not yet been appointed to any Board committees, has no material interest in any related-party transaction requiring disclosure under Item 404(a) of Regulation S-K, and was not selected under any arrangement or understanding with another person.
02—Key points
Key Highlights
- Rakesh Gangwal appointed to the Southwest Airlines Board of Directors, effective July 7, 2024
- Gangwal is co-founder of InterGlobe Aviation (IndiGo), described in the filing as India's largest airline by fleet size and passengers carried
- Prior roles include Chairman, President and CEO of Worldspan Technologies; President and CEO of US Airways Group; and executive positions at Air France and United Airlines
- Annual non-employee director retainer is $90,000, pro-rated for Gangwal's July 2024 to June 2025 service period
- Directors receive $1,500 per excess board or committee meeting attended, plus extensive travel and flight-pass benefits
- Board members previously received 2024 common stock awards with a grant date value of approximately $170,000 before Gangwal's appointment
- Gangwal has not yet been appointed to any Board committees and has no reportable related-party transaction interest
03—Questions
Frequently Asked Questions
When did Rakesh Gangwal join the Southwest Airlines Board?
The Board appointed him on July 7, 2024, effective the same day.
What is Rakesh Gangwal's background?
The filing says he co-founded InterGlobe Aviation (IndiGo) in 2006 and previously served as Chairman, President and CEO of Worldspan Technologies, President and CEO of US Airways Group, and its Chief Operating Officer, and held executive roles at Air France and United Airlines.
How is Gangwal compensated as a director?
Non-employee directors receive a $90,000 annual retainer (pro-rated for him for July 2024 to June 2025), $1,500 per excess meeting attended, travel and flight-pass benefits, eligibility for equity grants under the 2007 Equity Incentive Plan, and eligibility for a retirement payment under the Severance Plan for Directors.
Does Gangwal sit on any Board committees?
Not yet. The filing states he has not been appointed to any Board committees.
Does Gangwal have any related-party transactions with the company?
The filing states he has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
04—Continue