01—Abstract
Summary
Summary of the 8-K filed February 10, 2025. Cited figures are marked; the original filing is the authoritative source.
Southwest Airlines Co. (NYSE: LUV) filed this Form 8-K to report that its Board of Directors unanimously elected Tom Doxey to succeed Tammy Romo as Executive Vice President & Chief Financial Officer, effective March 10, 2025, at which time Ms. Romo will step down from that role.
Doxey, 45, most recently served as President of Breeze Airways from 2022 to 2024, and previously held Senior Vice President, Technical Operations and CFO, Operations roles at United Airlines, Inc. He also held financial planning and fleet management roles at Allegiant Air and US Airways. The Compensation Committee approved for Doxey an annual base salary of $575,000a and an annual target cash short-term incentive opportunity of $776,250, prorated for 2025. Planned 2025 equity and incentive awards, expected to be granted in March 2025, include RSUs with a grant date fair value of $1,293,750, PBRSUs with a grant date fair value of $1,293,750 tied to Adjusted ROIC (after-tax) targets over January 1, 2025 through December 31, 2027, RSUs with a grant date fair value of $1,500,000, and a $500,000 cash award subject to repayment if he resigns or is terminated for cause within 24 months of March 10, 2025.
The filing also states that Doxey will enter into the Company's standard change-in-control agreement, and that he has no related-party transactions requiring disclosure under Item 401(d) or Item 404 of Regulation S-K. A press release announcing the appointment is furnished as Exhibit 99.1 under Item 7.01.
02—Key points
Key Highlights
- Tom Doxey unanimously elected by the Board to succeed Tammy Romo as EVP & Chief Financial Officer, effective March 10, 2025, when Romo steps down from the role.
- Doxey most recently served as President of Breeze Airways (2022 to 2024) and previously as SVP, Technical Operations and CFO, Operations at United Airlines.
- Base salary set at $575,000 with an annual target cash short-term incentive of $776,250, prorated for 2025.
- Planned 2025 equity awards include $1,293,750 in RSUs, $1,293,750 in PBRSUs tied to Adjusted ROIC (after-tax) for 2025 to 2027, and $1,500,000 in additional RSUs.
- A $500,000 cash award is subject to 100% repayment if Doxey resigns or is terminated for cause within 12 months of March 10, 2025, and 50% repayment within 24 months.
- Doxey will enter into the Company's standard change-in-control agreement, described in the 2024 proxy statement and filed as Exhibit 10.1 to the 2024 Form 10-K.
- The appointment is announced in a press release furnished as Exhibit 99.1 under Regulation FD.
03—Questions
Frequently Asked Questions
Who is replacing Tammy Romo as CFO, and when does the change take effect?
Tom Doxey was elected by the Board on February 10, 2025 to succeed Tammy Romo as Executive Vice President & Chief Financial Officer and assume the principal financial officer responsibilities effective March 10, 2025, when Ms. Romo steps down from that role.
What is Tom Doxey's background?
Doxey, 45, most recently served as President of Breeze Airways from 2022 to 2024. He was previously Senior Vice President, Technical Operations at United Airlines from 2019 to 2022 and CFO, Operations at United from 2016 to 2019. His aviation career began in financial planning and fleet management roles at Allegiant Air and US Airways.
What compensation has been approved for Doxey?
The Compensation Committee approved an annual base salary of $575,000 and an annual target cash short-term incentive of $776,250, prorated for 2025. Planned March 2025 grants include RSUs with a grant date fair value of $1,293,750, PBRSUs with a grant date fair value of $1,293,750 tied to Adjusted ROIC (after-tax) targets, RSUs with a grant date fair value of $1,500,000, and a $500,000 cash award.
Are there repayment conditions on the $500,000 cash award?
Yes. The award is subject to 100% repayment if Doxey resigns or is terminated with cause within twelve months of March 10, 2025, and 50% repayment if he resigns or is terminated with cause within 24 months of that date.
Does Doxey have any related-party relationships with the Company?
The filing states that Doxey does not have any relationships or transactions requiring disclosure under Item 401(d) or Item 404 of Regulation S-K, and is not a party to any arrangement under which he was selected as an officer.
04—Continue