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Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2020

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance Table

As required by Item 402(v) of Regulation

S-K,

the Company is providing the following information regarding the relationship between executive compensation and the Company’s financial performance for each of the last four completed fiscal years. In determining the “compensation actually paid” (“CAP”) to the Company’s named executive officers (“NEOs”), the Company is required to make various adjustments to amounts that have been reported in the Summary Compensation Table (“SCT”), as the SEC’s valuation methods for this Pay Versus Performance Table (“PVPT”) differ from those required in the SCT. The dollar amounts reported in each column (c) below represent the amount of CAP to each principal executive officer (“PEO”), as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to the applicable PEO during the applicable year. The dollar amounts reported in column (e) below represent the amount of average CAP to the

non-PEO

named executive officers, as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to the

non-PEO

named executive officers during the applicable year.


Fiscal Year	SCT Total for First PEO ($)	SCT Total for Second PEO ($)	CAP to First PEO ($) (1) (3)			CAP to Second PEO ($) (1) (3)	Average SCT Total for Non-PEO NEOs ($)	Average CAP to Non-PEO NEOs ($) (2) (3)			Value of $100 Investment From 12/31/19 Based On:		Net Income ($) (in millions)	Company -Selected Measure Adjusted ROIC (After- Tax) (%) (5)
											TSR ($)	Peer Group TSR ($) (4)

(a)	(b)	(b)	(c)			(c)	(d)	(e)			(f)	(g)	(h)	(i)

2023	—	9,307,298		—		8,542,469	5,971,172		5,374,278		55	63	465	5.7

2022	5,069,203	5,333,960		4,168,811		4,758,729	2,747,309		2,695,718		63	48	539	7.6

2021	5,819,756	—		6,016,459		—	3,143,196		3,170,562		80	74	977	(7.3)

2020	9,235,103	—		(2,617,790	)	—	4,011,450		(430,772	)	87	76	(3,074)	(23.2)

(1)	Reconciliation of Equity Component of CAP—PEOs.


	2023			2022			2021			2020

FIRST PEO (Gary C. Kelly) – SCT TOTALS		$—		$	5,069,203		$	5,819,756		$	9,235,103
(Deduct):
Fair value of equity awards granted during the year from the SCT		—			(3,624,972	)		(3,945,578	)		(7,125,017	)
Add (subtract) Equity Award Adjustments:
Fair value at year end of equity awards granted during the year		—			2,701,479			3,631,118			2,918,765
Change in fair value of equity awards granted in prior years that were unvested as of the end of the year		—			(180,578	)		(227,060	)		(7,980,600	)
Change in fair value of equity awards granted in prior years that vested during the year		—			203,679			738,223			333,959
Equity awards granted in prior years that were forfeited during the year		—			—			—			—
Dividends or other earnings paid on equity awards during the year		—			—			—			—
Total Equity Award Related Adjustments		—			2,724,580			4,142,281			(4,727,876	)
CAP TOTALS					4,168,811			6,016,459			(2,617,790	)

	2023			2022			2021			2020

SECOND PEO (Robert E. Jordan) – SCT TOTALS	$	9,307,298		$	5,333,960			$—			$—
(Deduct):
Fair value of equity awards granted during the year from the SCT		(4,105,004	)		(3,626,960	)		—			—
Add (subtract) Equity Award Adjustments:
Fair value at year end of equity awards granted during the year		3,327,323			2,702,960			—			—
Change in fair value of equity awards granted in prior years that were unvested as of the end of the year		10,013			273,506			—			—
Change in fair value of equity awards granted in prior years that vested during the year		2,840			75,263			—			—
Equity awards granted in prior years that were forfeited during the year		—			—			—			—
Dividends or other earnings paid on equity awards during the year		—			—			—			—
Total Equity Award Related Adjustments		3,340,175			3,051,729			—			—
CAP TOTALS		8,542,469			4,758,729			—			—

The Company’s SCT does not include pension service cost or any prior service cost. In the fiscal years above for the PEOs, the Company did not have any equity awards that were granted and vested in the same year, and did not have any forfeitures of prior awards. Dividends are not paid on unvested shares.

To compute CAP, the Company used “Total Equity Award Related Adjustments,” as noted in the reconciliations above, in place of “Fair Value of Equity Awards granted during the year from SCT” for each applicable fiscal year.

(2)	Reconciliation of Equity Component of CAP – average for non PEOs.


	2023			2022			2021			2020

NON-PEO NEOS AVERAGE SCT TOTALS	$	5,971,172		$	2,747,309		$	3,143,196		$	4,011,450
(Deduct):
Fair value of equity awards granted during the year from the SCT		(2,463,209	)		(1,638,860	)		(1,982,723	)		(2,794,266	)
Add (subtract) Equity Award Adjustments:
Fair value at year end of equity awards granted during the year		1,996,561			1,221,346			1,824,701			1,144,672
Change in fair value of equity awards granted in prior years that were unvested as of the end of the year		(133,072	)		291,943			(82,099	)		(2,920,636	)
Change in fair value of equity awards granted in prior years that vested during the year		2,826			73,980			267,487			128,008
Equity awards granted in prior years that were forfeited during the year		—			—			—			—
Dividends or other earnings paid on equity awards during the year		—			—			—			—
Total Equity Award Related Adjustments		1,866,315			1,587,269			2,010,089			(1,647,956	)
AVERAGE CAP TOTALS		5,374,278			2,695,718			3,170,562			(430,772	)

The Company’s SCT does not include pension service cost or any prior service cost. In the fiscal years above for the

non-PEO

NEOs, the Company did not have any equity awards that were granted and vested in the same year, and did not have any forfeitures of prior awards. Dividends are not paid on unvested shares. To compute CAP, the Company used “Total Equity Award Related Adjustments,” as noted in the reconciliations above, in place of “Fair Value of Equity Awards granted during the year from SCT” for each applicable fiscal year. The NEOs included in this table are Tammy Romo for years 2020 through 2023; Michael G. Van de Ven for years 2020 through 2022; Thomas M. Nealon and Robert E. Jordan for years 2020 and 2021; Andrew M. Watterson for years 2021 through 2023; Mark R. Shaw for years 2022 and 2023; and Gary C. Kelly for 2023.

(3)

See “Compensation Discussion and Analysis – Determination of 2023 Executive Compensation; Analysis of Compensation Elements – Long-Term Incentive Compensation – Equity Awards – Performance-Based RSUs” for discussion of the vesting provisions and requirements associated with the Company’s performance-based RSUs. The performance-based RSUs granted in 2019 and 2020 that were scheduled to vest in February 2022 and February 2023, respectively, lost all value and paid out at zero percent due to the Company’s performance results during the

COVID-19

pandemic. The valuation of the performance-based RSU portion of the Equity Awards for purposes of computing CAP required the following valuation assumptions:


Performance- based RSU Grant Year	Percent Vesting Assumption at December 31, 2019 (%)	Percent Vesting Assumption at December 31, 2020 (%)	Percent Vesting Assumption at December 31, 2021 (%)	Percent Vesting Assumption at December 31, 2022 (%)	Percent Vesting Assumption at December 31, 2023 (%)

2023	—	—	—	—	100

2022	—	—	—	100	150

2021	—	—	100	300	276.3

2020	—	0	0	0	—

2019	200	0	0	—	—

2018	200	151.3	—	—	—

2017	196.3	—	—	—	—

(4)	The Company is using the NYSE ARCA Airline Index for calculating its peer group Total Shareholder Return (“TSR”) to be consistent with its 2023 Annual Report on Form 10-K.

(5)

The Company-Selected Measure, ROIC

(after-tax)

less Excess Cash, is calculated in the manner set forth in “Compensation Discussion and Analysis – Determination of 2023 Executive Compensation; Analysis of Compensation Elements – Long-Term Incentive Compensation – Equity Awards – Performance-Based RSUs.”

Company Selected Measure Name

ROIC (after-tax) less Excess Cash

Named Executive Officers, Footnote

The NEOs included in this table are Tammy Romo for years 2020 through 2023; Michael G. Van de Ven for years 2020 through 2022; Thomas M. Nealon and Robert E. Jordan for years 2020 and 2021; Andrew M. Watterson for years 2021 through 2023; Mark R. Shaw for years 2022 and 2023; and Gary C. Kelly for 2023.

Peer Group Issuers, Footnote

The Company is using the NYSE ARCA Airline Index for calculating its peer group Total Shareholder Return (“TSR”) to be consistent with its 2023 Annual Report on Form

10-K.

Adjustment To PEO Compensation, Footnote

(1)	Reconciliation of Equity Component of CAP—PEOs.


	2023			2022			2021			2020

FIRST PEO (Gary C. Kelly) – SCT TOTALS		$—		$	5,069,203		$	5,819,756		$	9,235,103
(Deduct):
Fair value of equity awards granted during the year from the SCT		—			(3,624,972	)		(3,945,578	)		(7,125,017	)
Add (subtract) Equity Award Adjustments:
Fair value at year end of equity awards granted during the year		—			2,701,479			3,631,118			2,918,765
Change in fair value of equity awards granted in prior years that were unvested as of the end of the year		—			(180,578	)		(227,060	)		(7,980,600	)
Change in fair value of equity awards granted in prior years that vested during the year		—			203,679			738,223			333,959
Equity awards granted in prior years that were forfeited during the year		—			—			—			—
Dividends or other earnings paid on equity awards during the year		—			—			—			—
Total Equity Award Related Adjustments		—			2,724,580			4,142,281			(4,727,876	)
CAP TOTALS					4,168,811			6,016,459			(2,617,790	)

	2023			2022			2021			2020

SECOND PEO (Robert E. Jordan) – SCT TOTALS	$	9,307,298		$	5,333,960			$—			$—
(Deduct):
Fair value of equity awards granted during the year from the SCT		(4,105,004	)		(3,626,960	)		—			—
Add (subtract) Equity Award Adjustments:
Fair value at year end of equity awards granted during the year		3,327,323			2,702,960			—			—
Change in fair value of equity awards granted in prior years that were unvested as of the end of the year		10,013			273,506			—			—
Change in fair value of equity awards granted in prior years that vested during the year		2,840			75,263			—			—
Equity awards granted in prior years that were forfeited during the year		—			—			—			—
Dividends or other earnings paid on equity awards during the year		—			—			—			—
Total Equity Award Related Adjustments		3,340,175			3,051,729			—			—
CAP TOTALS		8,542,469			4,758,729			—			—

Non-PEO NEO Average Total Compensation Amount

$ 5,971,172

$ 2,747,309

$ 3,143,196

$ 4,011,450

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,374,278

2,695,718

3,170,562

(430,772)

Adjustment to Non-PEO NEO Compensation Footnote

(2)	Reconciliation of Equity Component of CAP – average for non PEOs.


	2023			2022			2021			2020

NON-PEO NEOS AVERAGE SCT TOTALS	$	5,971,172		$	2,747,309		$	3,143,196		$	4,011,450
(Deduct):
Fair value of equity awards granted during the year from the SCT		(2,463,209	)		(1,638,860	)		(1,982,723	)		(2,794,266	)
Add (subtract) Equity Award Adjustments:
Fair value at year end of equity awards granted during the year		1,996,561			1,221,346			1,824,701			1,144,672
Change in fair value of equity awards granted in prior years that were unvested as of the end of the year		(133,072	)		291,943			(82,099	)		(2,920,636	)
Change in fair value of equity awards granted in prior years that vested during the year		2,826			73,980			267,487			128,008
Equity awards granted in prior years that were forfeited during the year		—			—			—			—
Dividends or other earnings paid on equity awards during the year		—			—			—			—
Total Equity Award Related Adjustments		1,866,315			1,587,269			2,010,089			(1,647,956	)
AVERAGE CAP TOTALS		5,374,278			2,695,718			3,170,562			(430,772	)

The Company’s SCT does not include pension service cost or any prior service cost. In the fiscal years above for the

non-PEO

Compensation Actually Paid vs. Total Shareholder Return

Relationship between CAP and cumulative TSR.

TSR is not a financial performance metric used by the Company to determine executive compensation for any of its named executive officers. However, as discussed in “Compensation Discussion and Analysis” in the Executive Summary section, the Company has granted RSUs and performance-based RSUs, the ultimate value of which will be tied to the Company’s stock price at the time of the respective vestings.

The

COVID-19

pandemic had a severely negative impact on the airline industry from 2020 to early 2022. The table below shows a comparison of annual TSRs, including cumulative TSRs, between the Company and its peer group. CAP for the Company’s NEOs generally correlated with the directional movement of TSR from 2020 through 2022. For 2023, CAP for the named executive officers began to be impacted by the vesting of long-term performance-based cash incentive opportunities granted in 2021, restricted cash performance opportunities granted in 2022, and long-term restricted cash opportunities granted in 2022, in each case causing misalignment between TSR and CAP.



Year	Company TSR (%)			Peer Group TSR (%)

2023		(12.70	)		31.25

2022		(21.25	)		(35.14	)

2021		(8.05	)		(2.63	)

2020		(13.00	)		(24.00	)

Cumulative		(45.00	)		(37.00	)

Compensation Actually Paid vs. Net Income

Relationship between CAP and GAAP net income.

GAAP net income is not a financial performance metric directly used by the Company to determine executive compensation for any of its named executive officers. However, as discussed in “Compensation Discussion and Analysis – Determination of 2023 Executive Compensation; Analysis of Compensation Elements – Short-Term Incentive Compensation,” for 2023, GAAP net income was a component of the EBITDA calculation for determining 50 percent of the Scorecard results, in addition to being used for determining 45 percent of the 2022 Scorecard results. Further, as discussed in “Compensation Discussion and Analysis – Determination of 2023 Executive Compensation; Analysis of Compensation Elements – Long-Term Incentive Compensation – Equity Awards – Performance-Based RSUs,” for 2023, Operating income (a portion of GAAP net income) is a component of the ROIC

(after-tax)

less Excess Cash calculation used to determine the percent of performance-based RSUs granted in 2023 that will vest in 2026, in addition to being used to determine the percent of performance-based RSUs granted in 2022 that will vest in 2025.

For 2021, GAAP net income was a component of the average daily core cash burn calculation for determining 30 percent of the 2021 Scorecard results. Also, for 2021, GAAP net income was a component of the EBITDA calculation used to determine the percent of performance-based RSUs granted in 2021 that vested in 2024.

Operating income (a portion of GAAP income) has also been a component of (i) the ROIC calculation used to determine the percent of performance-based RSUs granted in 2020 that were scheduled to vest in 2023, (ii) the ROIC calculation used to determine the percent of performance-based RSUs granted in 2019 that were scheduled to vest in 2022, (iii) the ROIC calculation used to determine the percent of performance-based RSUs granted in 2018 that vested in 2021, and (iv) the ROIC calculation used to determine the percent of performance-based RSUs granted in 2017 that vested in 2020. As can be observed in the PVPT, CAP for the Company’s NEOs generally correlated with the directional movement of GAAP net income from 2020 through 2022. For 2023, CAP for the named executive officers began to be impacted by the vesting of long-term performance-based cash incentive opportunities granted in 2021, restricted cash performance opportunities granted in 2022, and long-term restricted cash opportunities granted in 2022, in each case causing misalignment between GAAP net income and CAP.

Compensation Actually Paid vs. Company Selected Measure

Relationship between CAP and the Company Selected Measure (ROIC

(after-tax)

less Excess Cash).

As discussed in “Compensation Discussion and Analysis”, a significant portion of the Company’s compensation for its named executive officers is in the form of performance-based RSUs and/or performance-based cash incentive opportunities. As further discussed in “Compensation Discussion and Analysis”, with respect to performance-based RSUs and performance-based cash incentive opportunities granted in 2023, the number of performance-based RSUs vesting and settleable in shares of common stock, as well as the payout of performance-based cash, at the 2026 vesting date is based entirely on the Company’s achievement of ROIC

(after-tax)

less Excess Cash targets, and can range from zero to 200 percent of the applicable performance-based RSU stock award and/or performance-based cash incentive opportunity. In addition, with respect to performance-based RSUs granted in 2022, the number of performance-based RSUs vesting and settleable in shares of common stock, as well as the payout of performance-based cash, at the 2025 vesting date is based entirely on the Company’s achievement of ROIC

(after-tax)

less Excess Cash targets, and can range from zero to 300 percent of the applicable performance-based RSU stock award and/or performance-based cash incentive opportunity. For 2023, the Company achieved ROIC

(after-tax)

less Excess Cash of 5.7 percent, and the Company accordingly maintained its percent vesting assumption at December 31, 2023, at 100 percent of the 2023 performance-based RSU stock award for each named executive officer.

With the exception of 2021 when equity grants were made during the

COVID-19

pandemic, the Company has historically granted performance-based RSUs using a form of ROIC as the sole performance metric for determining the number of performance-based RSUs vesting and settleable in shares of common stock at the applicable vesting date. For 2021, during the pandemic, the Company chose adjusted EBITDA as the primary long-term performance metric for performance-based RSUs and performance-based cash opportunities to further align the Company’s incentive compensation with the Company’s change in primary focus to liquidity, reflecting what the Company believed would be most important to Shareholders at the time. During 2020, the Company’s equity grants took place before the start of the COVID pandemic, and the Company used

after-tax

ROIC as the sole performance metric for determining the number of performance-based RSUs vesting and settleable in shares of common stock at the applicable vesting date. Those shares were scheduled to vest in February 2023, but lost all value and paid out at zero percent due to the Company’s performance results during the

COVID-19

pandemic. For 2019 and 2018, the Company used

after-tax

ROIC as the sole performance metric for determining the number of performance-based RSUs vesting and settleable in shares of common stock at the applicable vesting date. Those shares vested in February 2022 and February 2021, respectively, and paid out at zero percent and 151.3 percent, respectively. For 2017, the Company used

pre-tax

ROIC as the sole performance metric for determining the number of performance-based RSUs vesting and settleable in shares of common stock at the applicable vesting date. Those shares vested in February 2020, and paid out at 196.3 percent. Prior to 2020 and the

COVID-19

pandemic, the Company has also previously used ROIC for purposes of short-term incentive compensation. This change in the performance metric during the

COVID-19

pandemic results in a minor misalignment between ROIC

(after-tax)

less Excess Cash and CAP as can be observed in the PVPT, although for most NEOs compensation decreased annually during the three year period from 2020 through 2022 while ROIC

(after-tax)

less Excess Cash increased. For 2023, CAP for the named executive officers began to be impacted by the vesting of long-term performance-based cash incentive opportunities granted in 2021, restricted cash performance opportunities granted in 2022, and long-term restricted cash opportunities granted in 2022, in each case causing misalignment between ROIC

(after-tax)

less Excess Cash and CAP.

Total Shareholder Return Vs Peer Group

Relationship between CAP and cumulative TSR.

The

COVID-19



Year	Company TSR (%)			Peer Group TSR (%)

2023		(12.70	)		31.25

2022		(21.25	)		(35.14	)

2021		(8.05	)		(2.63	)

2020		(13.00	)		(24.00	)

Cumulative		(45.00	)		(37.00	)

Tabular List, Table

Tabular List of Performance Measures Linking Pay for all Named Executive Officers to Company Performance

Financial

•

ROIC

(after-tax)

less Excess Cash – See “Compensation Discussion and Analysis” for further information;

•

EBITDA - See “Compensation Discussion and Analysis” for further information; and

•

Company Stock Price.

Non-

Financial

•

Ontime Performance - See “Compensation Discussion and Analysis” for further information;

•

Completion Factor - See “Compensation Discussion and Analysis” for further information;

•

Ontime Net Promoter Score - See “Compensation Discussion and Analysis” for further information; and

•

Company progress towards major initiatives (subjective determination by the Compensation Committee) - See “Compensation Discussion and Analysis” for further information.

Total Shareholder Return Amount

$ 55

Peer Group Total Shareholder Return Amount

Net Income (Loss)

$ 465,000,000

$ 539,000,000

$ 977,000,000

$ (3,074,000,000)

Company Selected Measure Amount

0.057

0.076

(0.073)

(0.232)

Change in Total Shareholder Return

(12.70%)

(21.25%)

(8.05%)

(13.00%)

Change in Peer Group

31.25%

(35.14%)

(2.63%)

(24.00%)

Measure:: 1

Pay vs Performance Disclosure

Name

ROIC (after-tax) less Excess Cash

Measure:: 2

Pay vs Performance Disclosure

Name

EBITDA

Measure:: 3

Pay vs Performance Disclosure

Name

Company Stock Price

Measure:: 4

Pay vs Performance Disclosure

Name

Ontime Performance

Non-GAAP Measure Description

Non-

Financial

•

Ontime Performance - See “Compensation Discussion and Analysis” for further information;

•

Completion Factor - See “Compensation Discussion and Analysis” for further information;

•

Ontime Net Promoter Score - See “Compensation Discussion and Analysis” for further information; and

•

Company progress towards major initiatives (subjective determination by the Compensation Committee) - See “Compensation Discussion and Analysis” for further information.

Measure:: 5

Pay vs Performance Disclosure

Name

Completion Factor

Measure:: 6

Pay vs Performance Disclosure

Name

Ontime Net Promoter Score

Measure:: 7

Pay vs Performance Disclosure

Name

Company progress towards major initiatives (subjective determination by the Compensation Committee)