Proxy Statement (Form DEF 14A)

to elect thirteen Directors;

to conduct an advisory (non-binding)vote to approve named executive officer compensation;

to ratify the selection of Ernst & Young LLP as Southwest's independent auditors for the fiscal year ending December 31, 2025;

if properly presented at the meeting, to consider and conduct an advisory (non-binding)vote on one Shareholder proposal, as described in the accompanying proxy statement; and

to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 14, 2025

We have elected to take advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish proxy
materials to their shareholders on the Internet. These rules allow us to provide information Shareholders need while lowering the
costs of delivery. Southwest's Notice of Annual Meeting, Proxy Statement for the 2025 Annual Meeting of Shareholders, and
Annual Report to Shareholders for the fiscal year ended December 31, 2024 are available at
www.southwestairlinesinvestorrelations.com/financials

 A Message from our

 Independent Chair

  A Message from our President,

  Chief Executive Officer & Vice Chairman  

 Proxy Summary

May 14, 2025

10:00 a.m.

Central Daylight Time

Virtual Meeting

www.virtualshareholdermeeting.com/LUV2025

Call the telephone number on the

proxy card.

Proposals

Board's Voting

Recommendation

More

 Information 

Proposal 1

FOR

each Nominee

Proposal 2

Proposal 3

Proposal 4

Name

Lisa M. Atherton

●

●

Pierre R. Breber

●

●

Douglas H. Brooks

●

●

C. David Cush

●

●

Sarah E. Feinberg

●

●

Robert L. Fornaro

●

●

Rakesh Gangwal

●

●

David J. Grissen

●

●

●

David P. Hess

●

●

Robert E. Jordan

●

Christopher P. Reynolds

●

●

Gregg A. Saretsky

●

●

Patricia A. Watson

●

●

●

Committee Member

●

Committee Chair

Governance Principles

Accountability to our Shareholders

•   We have only one class of Common Stock, with one vote per share.

•   Our Shareholders elect Directors annually for one-yearterms by a majority vote standard.

•   Incumbent Directors in uncontested elections who receive less than a majority of votes must tender their resignation.

•   Our Bylaws permit Shareholder proxy access.

•  Shareholders constituting more than 10% of our outstanding Common Stock can request a special meeting.

Board Independence

•  11 out of 13 members of the Board are independent.

•  We have an independent Chair of the Board.

•  The independent members of the Board select the Chair of the Board annually.

•  The independent Chair of the Board may call meetings and hold executive sessions with the independent Directors.

•  All members of the Board's Audit, Compensation, and Nominating and Corporate Governance Committees are independent.

Board Policies and Practices

•  In 2024, we refreshed our Corporate Governance Guidelines and all committee charters.

•  Our Board annually reviews its performance, as well as the performance of each of its committees.

•  Our Corporate Governance Guidelines limit the number of public company boards upon which Directors may sit to protect against overboarding.

•  Our Board actively engages in CEO succession planning and reviews succession plans for our other executives annually.

•  Our Compensation Committee evaluates our CEO's performance annually.

•  Our Audit Committee oversees cybersecurity risk.

Alignment of Interests and Leading Governance Practices

•  We have robust share ownership guidelines for executive officers and Directors.

•  In 2023, our Compensation Committee adopted an Amended and Restated Clawback Policy (the "Clawback Policy") to recoup executive officers' erroneously awarded incentive-based compensation in the event the Company is required to restate its financial statements.

•  Our Corporate Governance Guidelines provide for a limitation on severance payments.

•  Our Insider Trading Policy prohibits Employees (including officers) and Directors from entering into hedging transactions with respect to the Company's securities or pledging Southwest securities as collateral for a loan.

•  Our Code of Ethics applies to all Employees (including officers) and Directors.

Compensation Design

Link Pay to Performance

•  Performance goals tied to operational performance, profitability, and achieving our strategic objectives

•  CEO base salary represents less than 10% of targeted opportunities of compensation in 2024

Promote Long-Term Focus

•  Performance-based long-term equity awards with a three-year performance period

•  Time-based long-term equity awards that vest 1/3 per year over a three-year period

Align Interests with Shareholders

•  Equity awards provide a significant stake in the long-term financial success of the Company that aligns with Shareholder interests

•  Over 70% of targeted 2024 CEO compensation represented by equity awards

•  Robust share ownership guidelines

Independent Compensation Consultants

•  Our Compensation Committee directly engages independent executive compensation consultants to advise on executive and director compensation matters

Shareholder Engagement

•  We solicit investor feedback on our compensation program

Clawback Policy

•  Recoups executive officers' erroneously awarded incentive-based compensation in the event the Company is required to restate its financial statements

No Hedging or Pledging of our Stock

•  Executive officers and Directors are prohibited from entering into hedging transactions with respect to Southwest securities or pledging Southwest securities as collateral for a loan

Change of Control

•  Our Executive Service Recognition Plan Executive Employment Agreements provide for a double-trigger change of control

No Excessive Perquisites

•  Perquisites and other personal benefits are in line with industry standards

refreshed the Board with the addition of 9 new Directors and the retirement of 9 Directors;

named a new independent Chair;

named new committee chairs for each of the Audit, Compensation, and Nominating and Corporate Governance Committees;

eliminated the Executive Committee structure and created a new Finance Committee with a mandate focused on assisting the Board with oversight of financial, operational, and business strategies and opportunities, major transactions, and capital structure and capital allocation priorities, among other duties;

committed to reducing the Board size to 13 Directors, effective immediately following the 2025 Annual Meeting; and

committed to reporting regularly on our initiative progress and financial targets.

 PROPOSAL 1

 Election of Directors

The Board of Directors unanimously recommends a vote FOR the election of each of the nominees for Director named below.

Lisa M. Atherton

Pierre R. Breber

Douglas H. Brooks

C. David Cush

Sarah E. Feinberg

Robert L. Fornaro

Rakesh Gangwal

David J. Grissen

David P. Hess

Robert E. Jordan

Christopher P. Reynolds

Gregg A. Saretsky

Patricia A. Watson

Director since: 2024

Principal Occupation

President and CEO of Bell (a Textron, Inc. company)

Board Committees

•  Compensation (Chair)

•  Nominating and Corporate Governance

Skills and

Qualifications

•  Airline / Aerospace

•  Government Affairs

•  Human Capital

•  Logistics / Operations

•  Risk Management

•  Safety

LISA M. ATHERTON

Age: 50 | Independent Director

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Executive leadership and operational expertise, including in the commercial and defense aviation industry as CEO, and formerly COO, of Bell, a subsidiary of Textron, Inc. ("TXT") and leading global supplier of innovative products for defense and commercial helicopter customers, and as a member of the Corporate Leadership Team of TXT. In these roles, Ms. Atherton has overseen strategic direction and the overall management of business development efforts, including leading complex business segments through a rebranding and the successful integration of a major military training segment acquisition.

•  Extensive aerospace and aviation experience, including in M&A and strategic planning, having overseen approximately $3.5 billion worth of aviation contracts, consisting of a mix of military, parapublic and commercial contracts, as President and CEO of Bell and approximately $1.5 billion worth of military and defense contracts as President and CEO at Textron Systems, a leading developer of crewed and uncrewed military ground vehicles, with a focus on aircraft systems. She has also presided over synergistic acquisitions to strategically expand the company's portfolio of military-grade product and services offerings. These experiences enable Ms. Atherton to share valuable insights as Southwest executes on its strategic transformational plan.

•  Valuable perspective on governmental regulation and contracting, with over 20 years of experience interacting with regulators acquired through her roles in the private sector at the Textron and Bell suite of businesses and eight years of service at Air Combat Command's Directorate of Requirements, where she helped to shape the budget and operational requirements and needs for the Combat Air Forces.

Business Experience

•  President and CEO, Bell (2023 - present)

•  Chief Operating Officer (2023)

•  President and CEO, Textron Systems (2017 - 2023)

•  Executive Vice President, Military Business, Bell Helicopter (2015 - 2017)

•  Vice President, Global Military Business Development (2014 - 2015)

•  Directorate of Requirements, Air Combat Command, United States Air Force (1999 - 2007)

Director since: 2024

Principal Occupation

Former Vice President and CFO of Chevron Corporation

Board Committees

•  Audit

•  Compensation

Skills and

Qualifications

•  Environmental / Sustainability

•  Finance & Accounting

•  Government
Affairs

•  Logistics / Operations

•  Risk Management

•  Safety

•  Technology

PIERRE R. BREBER

Age: 60 | Independent Director

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Proven track record of leading company turnaround. As the Chief Financial Officer of Chevron Corporation, a multinational energy corporation ("Chevron"), Mr. Breber led Chevron's strategy to "win back" investors, resulting in stock prices rising after a decade of underperformance. Mr. Breber boosted investor confidence in the energy sector and maintained Chevron's sector-leading valuation and reputation by instilling capital discipline and championing a lower carbon strategy. Mr. Breber also oversaw the growth of Chevron's global trading and shipping operations and worldwide refining, marketing, and chemicals businesses, effectuating double digit returns on capital employed.

•  Deep financial experience, leading global and multi-national businesses with annual after-taxprofits greater than $1 billion for 8 years. Mr. Breber guided well-timed, value additive acquisitions at Chevron, including the completion of over $20 billion in highly accretive bolt on acquisitions with Noble Energy Inc. and PDC Energy Inc. and signing a $60 billion deal to acquire Hess Corporation and transform Chevron's long term growth portfolio. Mr. Breber also encouraged the acquisition of Renewable Energy Group ("REG") in 2022 when growth stocks fell, accelerating progress in renewable fuels at a price 10% below REG's prior secondary offering.

•  Commitment to balanced energy transition. Mr. Breber has been steadfast in his support of capital and carbon efficient growth in both traditional and new energy sources - understanding that perpetual dividend growth requires profitable businesses now and in the future. As investor focus on environmental prudence grew during his tenure at Chevron, Mr. Breber helped steer an approach that balanced returns to shareholders with positioning the company into new energy businesses where it had competitive advantages.

Business Experience

•  Vice President and Chief Financial Officer, Chevron Corporation (2019 - 2024)

•  Executive Vice President - Downstream and Chemicals (2016 - 2018)

•  Executive Vice President - Gas and Midstream (2014 - 2015)

•  Managing Director, Asia South Business Unit (2011 - 2013)

•  Vice President and Treasurer (2009 - 2010)

•  Head of Investor Relations (2000 - 2003)

•  Various Roles (1989 - 2000)

Other Public Company Board Experience

•  The Clorox Company (2024 - present)

•  PACCAR Inc. (2024 - present)

•  Air Liquide S.A. (2021)

Other Professional Memberships

•  Johnson Advisory Council, Cornell University (2021 - present)

•  Board of Directors, United Way Bay Area, a non-profitassisting people living in poverty (2015 - 2024)

•  Board of Directors, Thurgood Marshall College Fund (2021 - 2023)

Director since: 2010

Principal Occupation

Former Chairman, President, and CEO of Brinker International, Inc.

Board Committees

•  Audit (Chair)

•  Compensation

Skills and

Qualifications

•  Finance & Accounting

•  Human Capital

•  Logistics / Operations

•  Marketing / Brand Management

•  Public CEO

•  Risk Management

DOUGLAS H. BROOKS

Age: 72 | Independent Director

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Experience leading transformational corporate strategy. During his tenure as Chairman of the Board, President and CEO of Brinker International, Inc., a multinational portfolio of restaurants, Mr. Brooks led the company's portfolio optimization efforts through the sale of its interests in Big Bowl Asian Kitchen, Corner Bakery Café, Rockfish Seafood Grill, Romano's Macaroni Grill, and On the Border Mexican Grill & Cantina brands to focus its efforts on its two core assets, Chili's Grill & Bar and Maggiano's Little Italy. Over the course of his tenure as COO and subsequently CEO, Brinker delivered shareholder returns in excess of 185%.

•  Decisive leader with well-honed operational planning judgment.Mr. Brooks' career is exemplified by a consistent pattern of business enhancement, with a focus on growing shareholder value. As CEO, Mr. Brooks led Brinker in stabilizing its balance sheet following the 2008 financial crisis by paying down debt and paring back costs and then returned significant capital to shareholders through share buyback programs and a 30% increase to the dividend.

•  Accomplished public company director. In his capacity as a director of AutoZone, Inc., the leading retailer and a leading distributor of automotive replacement parts and accessories in the U.S., Mr. Brooks oversaw both business transformations and crucial strategic transitions, including share repurchase programs, international expansion and the successful execution of a CEO succession plan. Over the course of his tenure as director, AutoZone delivered a total shareholder return of over 450%, and, between 2017 and 2022, its revenues increased by over 50%, from $10.8 billion to $16.25 billion. As a director of Clubcorp Holdings, Mr. Brooks oversaw the company's strategic review that led to the company being taken private by Apollo in a $1.1 billion transaction.

Business Experience

•  Chairman, President, and CEO,Brinker International, Inc. (2004 - 2013)

•  President (2004 - 2013)

•  Chief Operating Officer (1999 - 2003)

•  Executive Vice President (1998 - 1999)

•  President,Chili's Grill & Bar (1994 - 1998)

•  Senior Vice President-Chili's Operations (1992 - 1994)

•  Senior Vice President-Central Region Operations (1987 - 1992)

Other Public Company Board Experience

•  AutoZone, Inc. (2013 - 2022)

•  Clubcorp Holdings, Inc. (2013 - 2017)

•  Brinker International, Inc. (1994 - 2013)

Other Professional Memberships

•  Professional Advisory Board, St. Jude Children's Research Hospital (1999 - present)

•  Board of Regents, University of Houston System (2018 - 2023)

•  Board of Directors, Limbs for Life (1999 - 2021)

Director since: 2024

Principal Occupation

Former CEO of Virgin America, Inc.

Board Committees

•  Finance

•  Safety and Operations

Skills and

Qualifications

•  Airline /
Aerospace

•  Finance & Accounting

•  Government Affairs

•  Logistics / Operations

•  Marketing / Brand Management

•  Public CEO

•  Risk Management

•  Safety

•  Technology

C. DAVID CUSH

Age: 65 | Independent Director

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Extensive airline industry expertise, with over 30 years of experience in the aviation industry. Mr. Cush has held leadership roles in many aspects of the airline business, including operations, finance, marketing, and sales - most recently serving as Chief Executive Officer of Virgin America, Inc. ("Virgin America"). Mr. Cush previously worked at American Airlines Group Inc. for over 20 years, where he was responsible for worldwide sales activity and oversaw the reorganization of the airline's St. Louis Hub.

•  Track record of leading companies through dynamic events. Joining just after the airline's inaugural flight, Mr. Cush led Virgin America to realize its first annual profit and oversaw its successful initial public offering. Mr. Cush guided Virgin America through the turmoil of the financial crisis and a subsequent period of rapid growth. As Chief Executive Officer, Mr. Cush also played a key role in negotiating Virgin America's nearly $4 billion acquisition by Alaska Air Group Inc. at an 80% premium to Virgin America's share price. Mr. Cush ushered Service King Collision Repair Centers, Inc., a national operator of auto body collision repair facilities, through the COVID-19pandemic in his role as Chief Executive Officer, ultimately assisting in the company's merger with Crash Champions.

•  Accomplished public company executive and board member. Mr. Cush brings a well-versed leadership presence to our Board, having served as chief executive officer and chief operating officer across multiple companies and on public company boards for over 12 years.

Business Experience

•  Chief Executive Officer, Service King Collision Repair Centers, Inc. (2018 - 2022)

•  President, Chief Executive Officer, Virgin America, Inc. (2007 - 2016)

•  Senior Vice President of Global Sales, American Airlines Group Inc. (2004 - 2007)

•  Vice President of the St. Louis Hub (2003 - 2004)

•  Vice President of International Planning & Alliances (2000 - 2003)

•  Various Roles (1986 - 1998)

•  Chief Operating Officer, Aerolíneas Argentinas S.A. (1998 - 2000)

Other Public Company Board Experience

•  Virgin America, Inc. (2007 - 2016)

•  Vought Aircraft Industries, Inc. (2007 - 2010)

Other Professional Memberships

•  Board of Directors, VIVE Collision (2024 - present)

•  Advisory Board, Amgine Technologies, Inc. (2023 - present)

Director since: 2024

Principal Occupation

Former Administrator of the Federal Railroad Administration

Board Committees

•  Compensation

•  Safety and Operations

Skills and

Qualifications

•  Airline / Aerospace

•  Environmental / Sustainability

•  Government
Affairs

•  Human Capital

•  Logistics / Operations

•  Marketing / Brand Management

•  Risk Management

•  Safety

•  Technology

SARAH E. FEINBERG

Age: 47 | Independent Director

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Proven commitment to safety and efficient, scalable operations in highly regulated industries. Ms. Feinberg brings a wealth of experience as a transportation executive and operator, and as a former federal safety regulator, which supports Southwest's commitment to ensuring the Company's safe and efficient operations. As Administrator at the Federal Railroad Administration, the safety regulator for the U.S. passenger and freight rail system, Ms. Feinberg focused on enhancing the safety of the rail network after a series of accidents. During her tenure, Ms. Feinberg aggressively enforced safety regulations and oversaw billions of dollars in investments to improve the safety of the rail system.

•  Extensive transportation operations experience. As CEO and President of the New York City Transit Authority, the largest transit system in North America, Feinberg led a 50,000 employee workforce during the COVID-19 pandemic and New York City's recovery from the pandemic.

•  Extensive experience in regulatory and government affairs. Ms. Feinberg served as Senior Advisor to the White House Chief of Staff from November 2008 through July 2010 and Special Assistant to President Barack Obama, who later nominated Ms. Feinberg to fill the role of Administrator of the Federal Railroad Administration.

•  Strong knowledge of the transportation industry. As Chief of Staff at the U.S. Department of Transportation during the Obama administration, Ms. Feinberg oversaw and advised on a broad range of initiatives across the aviation and broader transportation sector. Ms. Feinberg most recently founded Feinberg Strategies, LLC, a strategic business consulting practice focused on the technology and transportation sectors. She also brings corporate governance experience, having served on the boards of multiple transportation service providers.

Business Experience

•  Founder, Feinberg Strategies, LLC (2017 - present)

•  Interim President and Chief Executive Officer, New York City Transit Authority, a public transportation operator in New York City (2020 - 2021)

•  Chair of the Transit Committee and Board Member,Metropolitan Transportation Authority, a public transportation operator in New York City (2019 - 2020)

•  Administrator,Federal Railroad Administration (2015 - 2017)

•  Chief of Staff to the U.S. Secretary of Transportation,U.S. Department of Transportation (2013 - 2015)

•  Director of Policy and Crisis Communications, Meta Platforms, Inc. (2011 - 2013)

•  Global Communications Director, Bloomberg L.P. (2010 - 2011)

•  Special Assistant to the President and Senior Advisor to the White House Chief of Staff(2009 - 2010)

Other Professional Memberships

•  Board of Directors, Rand Logistics, Inc., a marine transportation service provider (2023 - present)

•  Board of Directors, Regional Plan Association, a not-for-profitregional planning organization (2024 - present)

•  Board of Trustees, NHP Foundation, a not-for-profitreal estate organization (2020 - present)

•  Board of Directors, National Railroad Passenger Corporation (d/b/a Amtrak) (2015 - 2017)

Director since: 2024

Principal Occupation

Former CEO of Spirit Airlines and of AirTran Holdings Inc.

Board Committees

•  Finance

•  Safety and Operations

Skills and

Qualifications

•  Airline / Aerospace

•  Finance & Accounting

•  Government
Affairs

•  Human Capital

•  Logistics / Operations

•  Marketing/ Brand Management

•  Public CEO

•  Risk Management

•  Safety

ROBERT L. FORNARO

Age: 72 | Director

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Airline industry veteran with deep C-suiteoperational and managerial experience. Under Mr. Fornaro's leadership as CEO, Spirit Airlines' on-timeperformance increased from last place nationwide prior to his appointment in January 2016 to near the top of the industry at 81.1% in 2018. Over the course of his three-year tenure, Spirit's share price increased 45%; second highest among major airlines. At AirTran, Mr. Fornaro served as President and CFO on a turnaround leadership team that led the transformation of the company into one of the most successful airlines in the nation. Then as CEO of AirTran, Mr. Fornaro successfully negotiated its sale to Southwest at a 69% premium. Before AirTran, Mr. Fornaro operated an aviation consulting practice and served in senior marketing and planning positions at US Airways and Northwest Airlines.

•  Proven track record in airline M&A and integration follow-through. Mr. Fornaro oversaw the successful acquisition of AirTran by Southwest as AirTran's CEO and worked with Southwest as a consultant in the following years to ensure the seamless integration of the two companies. As a director at WestJet Airlines, he helped guide the airline through the challenging COVID-19pandemic period and the repositioning of the airline's route network and oversaw WestJet's successful acquisition of Sunwing Airlines and Sunwing Vacations.

•  Expertise in navigating complex regulatory landscapes.As CEO of AirTran, Mr. Fornaro led successful lobbying efforts and negotiations with federal agencies that won the airline more landing rights at federally restricted airports in New York and Washington. His experience with the complex regulatory landscape governing the airline industry was supported by his experience as Chair of Spirit's Safety, Security and Operations Committee, and as a member of the safety committees at WestJet and Avianca.

Business Experience

•  Principal,ParkView Partners LLC (2011 - 2015, 2019 - present)

•  Advisor,Southwest Airlines Co. (2011 - 2014, 2020 - 2024)

•  CEO,Spirit Airlines (2016 - 2018)

•  President (2016 - 2017)

•  President & CEO,AirTran Holdings Inc. (2007 - 2011)

•  Chairman (2008 - 2011)

•  President & COO,AirTran Airways Inc. (2001 - 2007)

•  President & CFO (1999 - 2000)

•  SVP - Planning,US Airways (1992 - 1998)

•  SVP - Planning and Alliances,Northwest Airways (1988 - 1992)

Other Public Company Board Experience

•  Avianca Group International Limited, a leading airline in Colombia, Central America and South America (2021 - present)

•  WestJet Airlines (2020 - present)

•  Spirit Airlines, Inc. (2014 - 2019)

•  AirTran Holdings Inc. (2001 - 2011)

Director since: 2024

Principal Occupation

Co-Founderof InterGlobe Aviation Limited

Board Committees

•  Finance

•  Nominating and Corporate Governance

Skills and

Qualifications

•  Airline / Aerospace

•  Finance & Accounting

•  Human Capital

•  Logistics / Operations

•  Public CEO

•  Risk Management

•  Safety

•  Technology

RAKESH GANGWAL

Age: 71 | Independent Chair of the Board

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Visionary leader and proven operator in the airline industry. As co-founderof IndiGo, India's largest airline, Mr. Gangwal positioned the airline for consistent profitability in the competitive Indian market. Today, IndiGo is one of the world's largest airlines by market cap. Earlier, he served as COO and then as President & CEO at U.S. Airways after holding executive roles at Air France and United Airlines.

•  Effective boardroom voice. Mr. Gangwal has extensive experience serving on the boards of public companies in the retail, travel, and technology industries and is known for his candor and changing the status quo in the companies in which he has been involved.

•  Extensive M&A and strategic planning experience as executive and director. As Chairman, President, and CEO, he led Worldspan Technologies, Inc., a travel technology provider, through its $1.4 billion strategic sale to Travelport. In the boardroom, Mr. Gangwal oversaw the negotiation and completion of OfficeMax's combination with Office Depot and the sale of PetSmart to a consortium of buyers led by BC Partners for $8.7 billion.

Business Experience

•  Co-Founder, InterGlobe Aviation Limited, the parent company of low-costcarrier IndiGo

•  Chairman, President and CEO, Worldspan Technologies, Inc. (2003 - 2007)

•  President and CEO, US Airways Group, Inc. (1998 - 2001)

•  President and COO (1996 - 1998)

•  Executive Vice President, Air France (1994 - 1996)

•  Series of advancing roles up to SVP of Planning at United Airlines (1984 - 1994)

Other Public Company Board Experience

•  InterGlobe Aviation Limited (2015 -2022)

•  Office Depot, Inc. (2013 - 2017)

•  CarMax, Inc. (2011 - 2017)

•  PetSmart, Inc. (2005 - 2015)

•  OfficeMax Incorporated (1998 - 2013)

•  US Airways (1996 - 2001)

Director since: 2024

Principal Occupation

Former Group President of Marriott International

Board Committees

•  Audit

•  Compensation

•  Nominating and Corporate Governance

Skills and

Qualifications

•  Environmental / Sustainability

•  Finance & Accounting

•  Government
Affairs

•  Human Capital

•  Logistics / Operations

•  Marketing / Brand Management

•  Risk Management

•  Safety

DAVID J. GRISSEN

Age: 67 | Independent Director

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Expertise in successful brand management. As former Group President of Marriott International, Inc., a global operator, franchisor, and licensor of hotel, residential, and timeshare properties ("Marriott"), Mr. Grissen is a seasoned hospitality executive with extensive experience leading a global franchise and growing a storied brand. Mr. Grissen led all functions for Marriott's brands in the Americas and for the Ritz-Carlton and EDITION brands globally, including strategy, revenue management, sales and marketing, operations, food and beverage, technology, development and human resources.

•  Strong finance experience. Mr. Grissen served in several senior finance positions during his 36-yearcareer at Marriott, culminating in the Senior Vice President of Finance & Business Development. Mr. Grissen oversaw major activities including the due diligence of the Ritz-Carlton and Renaissance acquisitions. As Group President of Marriott, he provided P&L leadership for the Americas with about 80% of the company's fee income.

•  Proven track record of spearheading company growth, leading the expansion of Marriott's Americas organization from 2,928 hotels to 5,640 properties, with another 1,800 hotels in the pipeline during his tenure. Mr. Grissen managed hotels representing approximately two-thirdsof Marriott's fee revenue and a workforce of 160,000 people, developing new leaders and driving performance at Marriott hotels across the region.

Business Experience

•  Group President, Americas, Marriott International, Inc. (2013 - 2021)

•  President, Americas (2010 - 2013)

•  Executive Vice President of the Eastern Region (2004 - 2010)

•  Various Roles (1986 - 2004)

Other Public Company Board Experience

•  Chatham Lodging Trust (2021 - present)

•  Regis Corporation (2013-2024), Chairman (2021-2024)

•  Good Times Restaurants Inc. (2005 - 2010)

Other Professional Memberships

•  Board of Directors, WaterWalk International and Consolidated Holdings, Inc., a hospitality brand (2022 - present)

•  Board of Directors, Greenwood Racing, Inc., a casino, betting, and racing company (2021 - 2023)

Director since: 2021

Principal Occupation

Former CEO of Arconic Corporation

Board Committees

•  Nominating and Corporate Governance

•  Safety and Operations (Chair)

Skills and

Qualifications

•  Airline /
Aerospace

•  Environmental /Sustainability

•  Finance & Accounting

•  Government Affairs

•  Human Capital

•  Logistics / Operations

•  Marketing / Brand Management

•  Public CEO

•  Risk Management

•  Safety

•  Technology

DAVID P. HESS

Age: 69 | Independent Director

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Seasoned executive with over four decades of aerospace background. Under Mr. Hess' leadership, Hamilton Sundstrand, a manufacturer of aerospace and industrial products, became the largest systems supplier of Boeing's 787 aircraft. As President of Pratt & Whitney, an aerospace manufacturer, Mr. Hess expanded the company's reach and influence, including through achieving sole-source position on key aircraft models and acquiring a majority share in International Aero Engines, an important partner.

•  Effective leader of strategic transformations.At Arconic (now Howmet Aerospace, Inc.), a metals manufacturing business that serves the aerospace market, among others, Mr. Hess stepped in as interim CEO while the company, recently having split off from Alcoa, underwent a significant business transformation and leadership transition. In this role, he led the company through the initial stages of a business and management transition that eventually culminated in its further separation into Howmet Aerospace, specializing in engineered products and forgings, and Arconic, specializing in building materials and construction systems.

•  Extensive boardroom experience at aerospace, defense, and industrial materials companies.Mr. Hess has served as a board member of companies like Woodward, Inc., a global leader in the design, manufacture, and service of energy conversion and control solutions for aerospace and industrial equipment; Allegheny Technologies, a manufacturer of industrial metals; and Arconic, where, as CEO, he oversaw the company's transition after a major split-offtransaction and helped set the stage for further transformational transactions. Mr. Hess leverages his boardroom experience in the aerospace industry to provide insights on Southwest's strategy and operations.

Business Experience

•  CEO, Arconic Corporation (2017 - 2018)

•  Executive Vice President and Chief Customer Officer for Aerospace, United Technologies Corporation (2015 - 2017)

•  President, Pratt & Whitney, a subsidiary of United Technologies Corporation (2009 - 2014)

•  President, Hamilton Sundstrand (2004 - 2009)

Other Public Company Board Experience

•  Woodward, Inc. (2021 - present)

•  Allegheny Technologies Incorporated (2019 - present)

•  Arconic Corporation (2017 - 2019)

Other Professional Memberships

•  Board of Directors, Hartford HealthCare (2011 -2017), Chairman (2017 - 2020)

•  Board of Governors Executive Committee, Aerospace Industries Association (Chairman 2012)

Director since: 2022

Principal Occupation

CEO, President, and Vice Chairman of the Board of Southwest Airlines Co.

Board Committees

•  Finance

Skills and

Qualifications

•  Airline / Aerospace

•  Environmental / Sustainability

•  Finance & Accounting

•  Government Affairs

•  Human Capital

•  Logistics / Operations

•  Marketing / Brand Management

•  Public CEO

•  Risk Management

•  Safety

•  Technology

ROBERT E. JORDAN

Age: 64 | Chief Executive Officer, President, and Vice Chairman of the Board

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Extensive operating experience in the airline industry. Mr. Jordan has served in 15 different positions at Southwest. As Executive Vice President Corporate Services, Mr. Jordan oversaw various functions, including technology, enterprise management, corporate strategy, and innovation. As Executive Vice President & Chief Commercial Officer, Mr. Jordan led key revenue-generating departments such as marketing and network planning. As Executive Vice President Strategy & Technology, Mr. Jordan aligned technological advancements with strategic business goals. Mr. Jordan's tenure at the Company includes leadership roles across multiple departments, giving him a comprehensive understanding of the airline's entire ecosystem.

•  Proven track record leading transformational and modernization initiatives. Mr. Jordan has driven innovation and modernization at Southwest by spearheading the development and upgrade of Southwest's e-commerceplatform, revamping the Rapid Rewards^® loyalty program, and implementing a new reservations system. Mr. Jordan created Southwest's first commercial organization, bringing together the Company's marketing, network planning, and revenue management functions. He also established Southwest's first strategic planning function and process and oversaw the development and implementation of Southwest's current boarding process, as well as significant ancillary products, including Early Bird Check-In^®, the Business Select^® fare product category, and Upgraded Boarding. Mr. Jordan led Southwest's acquisition and integration of AirTran Airways, a strategic move that expanded Southwest's network in key markets like Washington D.C., provided access to near-international leisure markets, and increased domestic market share by 20% within a year. Mr. Jordan is leading the implementation of the Company's transformational initiatives, designed to meet evolving Customer preferences with more choices and greater comfort and deliver increased revenue opportunities.

•  Strong financial acumen.Mr. Jordan served as the Chair of the Audit Committee at The Container Store from 2013 to 2023, providing financial oversight and risk management over sustained periods of year-over-year revenue growth under varied economic conditions. At Southwest, as Executive Vice President & Chief Commercial Officer, Mr. Jordan led teams covering marketing, revenue management, network planning, customer support and services, customer relations, and the customer experience.

Business Experience

•  CEO, Southwest Airlines Co. (2022 - present)

•  President (2023 - present)

•  Executive Vice President & Incoming CEO (2021 - 2022)

•  Executive Vice President Corporate Services (2017 - 2022)

•  Executive Vice President and Chief Commercial Officer (2011 - 2017)

•  Executive Vice President Strategy & Planning (2008 - 2011)

•  Executive Vice President Strategy & Technology (2006 - 2008)

•  Various positions (1988 - 2011)

•  Programmer and financial analyst, Hewlett-Packard (1987 - 1988)

Other Public Company Board Experience

•  The Container Store Group, Inc. (2013 - 2023), Chairperson (2021 - 2023)

Other Professional Memberships

•  Board of Directors, Airlines for America

•  Governors Council, Airlink, Inc.

Director since: 2022

Principal Occupation

Senior Advisor, Toyota Motor North America

Board Committees

•  Compensation

•  Nominating and Corporate Governance (Chair)

Skills and

Qualifications

•  Compliance

•  Environmental / Sustainability

•  Government Affairs

•  Human Capital

•  Legal Affairs

•  Logistics / Operations

•  Multinational public company executive

•  Risk Management

•  Safety

•  Technology

CHRISTOPHER P. REYNOLDS

Age: 62 | Independent Director

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Experience overseeing business development, strategy, compliance, and risk management functions. At Toyota Motor North America ("TMNA"), the operating subsidiary of global automotive manufacturer Toyota Motor Corporation, in Canada, Mexico and the United States, Mr. Reynolds successfully navigated significant challenges, including the Great Recession, a major recall crisis, natural disasters in Japan, and the COVID-19pandemic. He oversaw crucial North American functions, including strategy, business development, human resources, information technology, legal, diversity and inclusion, sustainability, regulatory affairs, and research and development. Mr. Reynolds also has extensive crisis management experience, having played a key role in Toyota's 2010 unintended acceleration recall crisis, preparing the CEO for U.S. Congressional testimony, and contributing to subsequent organizational restructurings.

•  Deep operational and safety experience in the transportation industry.Mr. Reynolds' leadership guides the delivery of quality cars to the market while ensuring safety, efficiency, innovation, and strategic investments across TMNA, which produces and sells approximately 1.8 million vehicles annually. He led teams that established Toyota's new vehicle and component platforms in North America, including the 2019 opening of Toyota's second assembly plant in Mexico, the 2020 opening of Toyota's joint venture plant with Mazda in Alabama, and the establishment of Toyota's first battery plant currently under construction in North Carolina. He also spearheaded strategic partnerships to accomplish Toyota's carbon neutrality and mobility goals, including investments in EV charging infrastructure, hydrogen fuel cell technologies and VTOL commuter aviation. Mr. Reynolds spearheaded a strategic partnership to reduce TMNA's carbon footprint and advance sustainable transportation solutions through the development of the innovative "Tri-gen"hydrogen-based energy production system.

•  Commitment to sound governance and excellence in human capital management.Mr. Reynolds' leadership in the human resources function at TMNA provided him with significant insight into how an employee-driven, value-based company delivers excellent results, which enables him to contribute to the Board's oversight of Southwest's Culture that relies on active employee involvement. As Vice-Chair of the board of AT&T Performing Arts Center in Dallas and oncoming board member of the Communities Foundation of Texas, Mr. Reynolds continues to support Toyota's engagement in the communities in which it operates. He brings a valuable perspective to the Company's Diversity, Equity, and Inclusion efforts from his former roles as Chief Diversity Officer at TMNA and chair of the diversity committee of a top international law firm.

Business Experience

•  Senior Advisor, Toyota Motor North America (2025-present)

•  Executive Vice President and Chief Strategy Officer, Strategy & Innovation, Toyota Motor North America (2024 - 2025)

•  Executive Vice President, Chief Administrative Officer (2015 - 2024)

•  Head of North American Manufacturing (2018 - 2020)

•  Deputy Chief Officer,Toyota Motor Corporation (2015 - 2025)

•  Deputy Chief Officer, Global Compliance (2022 - 2025)

•  Deputy Chief Officer, Global Risk (2019 - 2025)

•  Deputy Chief Officer, General Administration and Human Resources (2015 - 2025)

•  Chief Legal Officer (2012 - 2015)

•  Group Vice President, Toyota Motor Sales, USA, Inc. (2007 - 2014)

•  Group Managing Partner, Morgan Lewis & Bockius LLP

•  Director and Former Chair, Alliance for Automotive Innovation

•  Assistant U.S. Attorney, Criminal Division, U.S. Department of Justice

Director since: 2024

Principal Occupation

Former CEO of WestJet

Board Committees

•  Audit

•  Finance (Chair)

Skills and

Qualifications

•  Airline / Aerospace

•  Government Affairs

•  Human Capital

•  Logistics / Operations

•  Marketing / Brand Management

•  Public CEO

•  Risk Management

•  Safety

GREGG A. SARETSKY

Age: 65 | Independent Director

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Deep airline experience,with over 40 years of aviation leadership experience and industry knowledge. Mr. Saretsky steered WestJet Airlines Ltd. ("WestJet") as its President and Chief Executive Officer. He served Alaska Air Group, Inc. in commercial and operational roles, overseeing the marketing and operations functions of the airline. Additionally, Mr. Saretsky previously served Canadian Airlines International Ltd. in various executive roles. Mr. Saretsky currently serves as a director at IndiGo, India's largest airline and low-costcarrier.

•  Proven record of overseeing airline transformation. Mr. Saretsky led the evolution of WestJet from providing a one-dimensionalproduct offering to having a modern commercial strategy, generating a total shareholder return of more than 100% during his eight-year tenure as Chief Executive Officer.

•  Accomplished leader of company expansion. Under Mr. Saretsky's leadership, WestJet's fleet doubled in size and stock price. Mr. Saretsky oversaw the launch of WestJet Encore, the airline's first code-share partnerships, a rewards program, and service to Europe and brings relevant insight to the Board as Southwest implements its transformational initiatives, including global partnerships.

Business Experience

•  President and Chief Executive Officer, WestJet Airlines Ltd. (2010 - 2018)

•  Executive Vice President of Operations (2009 - 2010)

•  Executive Vice President of Flight Operations and Marketing, Alaska Air Group, Inc. (2007 - 2008)

•  Executive Vice President of Marketing and Planning (2002 - 2007)

•  Senior Vice President of Marketing and Planning (2000 - 2002)

•  Vice President of Marketing and Planning (1998 - 2000)

•  Various executive positions, Canadian Airlines International Ltd. (1985 - 1997)

Other Public Company Board Experience

•  InterGlobe Aviation Limited (2020 - present)

•  Sabre Corporation (2020 - 2024)

Other Professional Memberships

•  Advisory Board, RECARO Holding GmbH, a German Industrial Company (2018 - present)

•  Board of Directors, Wood Buffalo Economic Development Corporation, an organization focused on regional economic growth and tourism (Chairperson 2018 - 2024)

Director since: 2024

Principal Occupation

Former Chief Information & Technology Officer of NCR Atleos Corporation

Board Committees

•  Nominating and Corporate Governance

•  Safety and Operations

Skills and

Qualifications

•  Airline / Aerospace

•  Government Affairs

•  Human Capital

•  Logistics / Operations

•  Marketing/ Brand Management

•  Risk Management

•  Technology

PATRICIA A. WATSON

Age: 59 | Independent Director

Expertise Relevant to Southwest Airlines' Business and Strategy

•  Experience implementing new technology initiatives, with a track record of developing modernization plans and overseeing IT transformations at large, complex financial services and transportation/logistics companies. Ms. Watson served as Chief Information Officer at NCR Corporation, a commerce technology solutions company, as NCR Corporation completed a spin-offtransaction into two independent, publicly traded companies. Ms. Watson then served as EVP, Chief Information and Technology Officer at NCR Atleos, a financial services company focused on manufacturing, technology and servicing/logistics for the world's largest independent ATM network and over 600,000 ATM's for financial institutions. Ms. Watson had responsibility for defining the technology strategy for all aspects of technology from cybersecurity, data and analytics, infrastructure operations, corporate systems, and product software engineering.

•  Strong cybersecurity and risk management knowledge. Ms. Watson brings a wealth of knowledge in technology-related risk management and cybersecurity oversight to our Board, as companies experience heightened legislative and regulatory focus on cybersecurity and Southwest continues to invest in technology infrastructure and cybersecurity.

•  Accomplished logistics and aircraft background. Prior to her corporate career, Ms. Watson served in the U.S. Air Force where she served in various roles, including as a contracting and acquisition officer, delivering aircraft technology systems, Flight Commander, and as a director of operations.

Business Experience

•  Executive Vice President and Chief Information & Technology Officer, NCR Atleos Corporation (2023 - 2024)

•  Chief Information Officer, NCR Corporation (2022 - 2023)

•  President of Cloud Collaboration and Enterprise Collaboration, Intrado Corporation, a telecommunications company (2020 - 2022)

•  Global Chief Information Officer,Total System Services, Inc. (2015 - 2019)

•  Chief Information Officer, The Brink's Company (2013 - 2015)

•  Various technology executive positions, Bank of America Corporation (1998 - 2013)

•  Captain, United States Air Force (1989 - 1998)

Other Public Company Board Experience

•  Rockwell Automation, Inc. (2017 - present)

•  Texas Capital Bank, Inc. (2016 - 2020)

Other Professional Memberships

•  Board of Directors, USAA Federal Savings Bank (2020 - 2023)

 Corporate Governance

providing leadership to the Board in its oversight of management;

presiding at meetings of the Board, including executive sessions, and the annual shareholder meeting;

setting agendas for, and scheduling meetings of, the Board;

serving as a liaison, along with Board committee chairs, among the CEO and the independent Directors and communicating feedback to the CEO following executive sessions;

coordinating the activities of non-managementand independent Directors, as applicable;

consulting with management on the quality, quantity, appropriateness, and timeliness of information provided to the Board;

assisting the committees with oversight of the annual evaluations of the Board, the committees, and the CEO;

consulting with the Nominating and Corporate Governance Committee with respect to recommendations for the assignment of Board members to the Board's committees and of the Chairs of those committees; and

retaining outside professionals on behalf of the Board.

The Compensation Committee's bonus determinations take into account multiple performance metrics established by the Company corresponding with the Company's business objectives, priorities, and strategic initiatives, rather than a single measure such as stock price performance or earnings. This has served as a multi-dimensional tool for the Compensation Committee to use in designing incentive structures, so that factors deemed significant to industry and operational performance are considered in addition to financial measures. The Compensation Committee believes it is important to take into account multiple measures of financial and operational performance, as well as comparative pay in the market, for the following reasons, among others: (i) using a single measure such as the Company's stock price performance at any specified point in time is not necessarily indicative of the Company's overall financial and operational performance, (ii) rewarding Employees based solely on a single or narrow measure could create business risks by effectively encouraging Employees to focus on short-term results at the expense of the long-term financial and operational health of the Company, and (iii) basing short-term incentive compensation on a single measure such as stock price performance presents undue retention risks.

The Compensation Committee has adopted the Clawback Policy, pursuant to which, to the extent permitted by governing law, the Compensation Committee shall (unless determined to be impracticable) take reasonably prompt action to recoup an executive officer's erroneously awarded incentive-based compensation in the event the Company is required to restate its publicly reported financial statements due to material noncompliance with financial reporting requirements under the securities laws.

The Company's Insider Trading Policy prohibits Employees (including officers) and the Company's Board members from entering into hedging transactions and transactions in derivative securities with respect to the Company's securities, holding the Company's securities in a margin account, or pledging the Company's securities as collateral for a loan.

Name

Audit

Committee

Compensation

Committee

Nominating

and

Corporate

Governance

Committee

Finance

Committee*

Safety and 

Operations 

Committee+ 

Lisa M. Atherton

Pierre R. Breber

Douglas H. Brooks

Eduardo F. Conrado

C. David Cush

Sarah E. Feinberg

Robert L. Fornaro

Rakesh Gangwal

David J. Grissen

David P. Hess

Robert E. Jordan

Elaine Mendoza

Christopher P. Reynolds

Gregg A. Saretsky

Patricia A. Watson

Number of Meetings in 2024^#

Number of Actions by Written Consent in 2024

The Finance Committee was created in September 2024.

The former Operations Review Committee assisted the Board with overseeing management's response to the Company's December 2022 operational disruption. Its responsibilities were merged with the Safety and Compliance Oversight Committee in May 2024, and the committee was renamed the Safety and Operations Committee. The former Operations Review Committee and former Safety and Compliance Oversight Committee met 1 and 3 times, respectively, in 2024 before they were combined.

The former Executive Committee, which was dissolved in September 2024, met 18 times and did not act by written consent in 2024.

Chair

Member

  Voting Securities and

  Principal Shareholders

Name and Address of Beneficial Owner

The Vanguard Group

100 Vanguard Blvd.

Malvern, PA 19355

Elliott Investment Management L.P.

360 S. Rosemary Ave. 18th Floor

West Palm Beach, FL 33401

PRIMECAP Management Company

177 E. Colorado Blvd., 11^th Floor

Pasadena, CA 91105

State Street Corporation

State Street Global Advisors Trust Company

1 Congress Street, Suite 1

Boston, MA 02114⁽⁶⁾

BlackRock, Inc.

50 Hudson Yards

New York, NY 10001

Franklin Resources, Inc.

One Franklin Parkway

San Mateo, CA 94403-1906

Percentages are calculated based on the number of outstanding shares of the Company's common stock as of March 7, 2025, which was 573,912,787.

Information is based on an Amendment to Schedule 13G filed with the SEC on February 13, 2024, by The Vanguard Group. The Vanguard Group reported no sole voting power with respect to shares beneficially owned, sole dispositive power with respect to 63,655,770 shares, shared voting power with respect to 528,654 shares, and shared dispositive power with respect to 1,765,561 shares.

Information is based on an Amendment to Schedule 13D filed with the SEC on February 21, 2025, by Elliott Investment Management L.P. ("EIM"), a Delaware limited partnership, the investment manager of Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership. Elliott Investment Management GP LLC, a Delaware limited liability company ("EIM GP"), is the sole general partner of EIM. Paul E. Singer is the sole managing member of EIM GP. EIM reported sole voting power with respect to 53,978,500 shares, no shared voting power, sole dispositive power with respect to 53,978,500 shares, and no shared dispositive power.

Information is based on an Amendment to Schedule 13G filed with the SEC on February 12, 2024, by PRIMECAP Management Company. PRIMECAP Management Company reported sole voting power with respect to 48,122,326 shares, sole dispositive power with respect to 49,444,947 shares, and no shared voting or dispositive power.

Information is based on an Amendment to Schedule 13G filed with the SEC on January 30, 2024, by State Street Corporation, a parent holding company, and State Street Global Advisors Trust Company. Each of these Shareholders reported no sole voting or dispositive power over shares beneficially owned. State Street Corporation reported shared voting power with respect to 10,881,794 shares and shared dispositive power with respect to 40,618,066 shares; and State Street Global Advisors Trust Company reported shared voting power with respect to 5,685,942 shares and shared dispositive power with respect to 34,913,960 shares. Based on the Schedule 13G filing, State Street Global Advisors Trust Company beneficially owned 5.86 percent of the Company's outstanding shares of common stock.

This address is listed in the Amendment to Schedule 13G filed with the SEC on January 30, 2024, as the address of both State Street Corporation and State Street Global Advisors Trust Company.

Information is based on an Amendment to Schedule 13G filed with the SEC on January 31, 2024, by BlackRock, Inc. BlackRock, Inc., a parent holding company or control person, reported sole voting power with respect to 31,518,717 shares, sole dispositive power with respect to 32,943,061 shares, and no shared voting or dispositive power.

Information is based on an Amendment to Schedule 13G filed with the SEC on November 21, 2024, by Franklin Resources, Inc., Charles B. Johnson, and Rupert H. Johnson, Jr. Franklin Resources, Inc., a parent holding company or control person, reported sole voting power with respect to 30,077,540 shares, no shared voting power, sole dispositive power with respect to 30,081,191 shares, and shared dispositive power with respect to 1,528 shares.

Name of Beneficial Owner

Lisa M. Atherton⁽²⁾

Pierre R. Breber⁽³⁾

Douglas H. Brooks

Eduardo F. Conrado

C. David Cush

Sarah E. Feinberg⁽⁴⁾

Robert L Fornaro

Rakesh Gangwal

David J. Grissen

David P. Hess

Robert E. Jordan⁽⁵⁾

Elaine Mendoza

Christopher P. Reynolds

Gregg A. Saretsky

Patricia A. Watson⁽⁶⁾

Tammy Romo⁽⁷⁾

Andrew M. Watterson

Linda B. Rutherford⁽⁸⁾

Ryan C. Green

Gary C. Kelly ⁽⁹⁾

Mark R. Shaw⁽¹⁰⁾

Current Executive Officers and Directors as a Group (20 persons)

Less than 1% based on the number of outstanding shares of the Company as of February 28, 2025, which was 573,709,096.

Unless otherwise indicated, beneficial owners have sole rather than shared voting and investment power with respect to their shares, other than rights shared with spouses pursuant to joint tenancy or marital property laws.

Includes 118 shares held by Ms. Atherton's husband.

Includes 34,000 shares held by a family trust for which Mr. Breber serves as trustee.

Includes 268 shares held by Ms. Feinberg's domestic partner.

Includes 111,370 shares held for Mr. Jordan's account under the Company's Retirement Savings Plan, with respect to which he has the right to direct the voting.

Includes 1,279 shares held by Ms. Watson's husband.

Includes 3,902 shares held for Ms. Romo's account under the Company's Retirement Savings Plan, with respect to which she has the right to direct the voting.

Includes 1,673 shares held for Ms. Rutherford's account under the Company's Retirement Savings Plan, with respect to which she has the right to direct the voting.

Includes (i) shares deemed indirectly beneficially owned through a family trust with respect to which Mr. Kelly serves as trustee (the "Reporting Person Trust"), (ii) shares deemed indirectly beneficially owned through a family trust with respect to which Mr. Kelly's spouse serves as trustee (the "Spousal Trust"), and (iii) shares deemed indirectly beneficially owned through a family limited partnership (the "Family Limited Partnership"). The sole general partner of the Family Limited Partnership is a limited liability company that is wholly owned by Mr. Kelly and his spouse (the "Family Limited Liability Company"). The sole limited partners of the Family Limited Partnership are the Reporting Person Trust, the Spousal Trust, Mr. Kelly through a separate limited partnership interest ("Mr. Kelly's LP Interest"), and Mr. Kelly's spouse through a separate limited partnership interest ("Mr. Kelly's Spouse's LP Interest"). The 891,734 shares reported in the table include (i) 45,483 shares held directly by Mr. Kelly; (ii) 353,111 shares held by the Reporting Person Trust, including 189,758 shares held directly and 163,353 shares held through the Reporting Person Trust's limited partnership interest in the Family Limited Partnership; (iii) 398,104 shares held by the Spousal Trust, including 205,000 shares held directly and 193,104 shares held through the Spousal Trust's limited partnership interest in the Family Limited Partnership; (iv) 11,290 shares held through Mr. Kelly's LP Interest; (v) 79,231 shares held through Mr. Kelly's Spouse's LP interest; and (vi) 4,515 shares held by the Family Limited Liability Company through its general partnership interest in the Family Limited Partnership. Mr. Kelly retired as an executive officer of the Company effective November 1, 2024.

Includes 870 shares held for Mr. Shaw's account under the Company's Retirement Savings Plan, with respect to which he has the right to direct the voting. Mr. Shaw resigned as an executive officer of the Company effective June 1, 2024.

 Compensation of

 Executive Officers