close
close

Southwest's CEO just oversaw a major board reshuffle — but Elliott is still gunning for his job

Perhaps no activist investor is more famous for shaking up big companies than Elliott Management. Earlier this year, for example, hedge fund pressure forced Starbucks to oust its CEO and replace him with Chipotle CEO Brian Niccol. But even by Elliott's standards, corporate governance experts say the fund's actions at Southwest Airlines are remarkable.

Earlier this month, Chief Executive Gary Kelly told shareholders he would retire next year and six other board members would voluntarily step down in November. The news came a day after Kelly and two other board members met with the hedge fund.

Elliott, which manages about $70 billion in assets, hailed the resignation of seven directors as “unprecedented.” Michael Useem, professor emeritus of management at the Wharton School of the University of Pennsylvania, agreed.

“It’s pretty drastic,” he said recently Assets“even though Southwest says it’s doing it on its own.”

Elliott isn't done yet. On Tuesday, the hedge fund announced it would call a special meeting “as early as next week” as it still seeks the ouster of CEO Robert Jordan and calls for major strategic change. Elliott said in June that it had built an 11% stake in the Dallas-based airline, above the 10% threshold required for such a filing and valued at nearly $2 billion.

In July, Southwest announced it would replace its famous open seating policy and begin charging for premium seats, which have become a major source of revenue for rivals. The airline outlined the changes in a plan unveiled at its investor day on Thursday, saying the three-year overhaul will generate about $4 billion in additional earnings before interest and taxes (EBIT) by 2027.

“We are now ushering in a new era at Southwest, moving quickly and deliberately to transform the company,” Jordan said in a statement.

Southwest's board on Thursday approved $2.5 billion in stock buybacks to fend off Elliott's pressure. The airline also announced that former Spirit Airlines CEO Bob Fornaro would join the board, a move that could be a nod to Elliott's aspirations to turn Southwest into a similar ultra-low-cost carrier (Southwest acquired also AirTran when Fornaro was CEO in 2011). Southwest has said it is willing to consider filling three board seats with candidates recommended by the hedge fund.

After the investor day, Elliott accused Jordan of previously rejecting many aspects of the new plan. She also criticized the airline for waiting until 2026 to implement the seating changes, claiming rivals had implemented such changes in much shorter timeframes.

“This is another long-standing promise of Mr. Jordan playing for time, not for success, but for shareholders’ money,” partner John Pike and portfolio manager Bobby Xu said in a statement.

Given the decline in the airline's stock in recent years, both Useem and John Busenbark, an associate professor of management and organization at the University of Notre Dame's Mendoza College of Business, say Elliott's pressure is not surprising.

Even after rising over 10% on Thursday morning, the stock is still over 50% below its post-pandemic peak in April 2021 and more than 12% below where it was a decade ago. The S&P 500, on the other hand, has almost tripled in the last 10 years. Overall, however, it was a difficult time for airline stocks, with the S&P Passenger Airline Index falling around 9% over the period.

Check out this interactive chart on Fortune.com

Will Elliott's push benefit shareholders?

With nearly half of Southwest's 15 directors already planning to leave, Useem could think of few instances where there were major turnovers due to pressure from activists. In 2014, the hedge fund Starboard Value managed to oust all twelve directors of Darden Restaurants, the parent company of chains such as Olive Garden and Ruth Chris Steak House.

While it's plausible that the massive turnover will spark significant change, Busenbark said, many board members may have simply left to avoid an impending fight. Research suggests that most board members enjoy the “quiet life” offered by corporate board positions and are uninterested in a combative environment.

“In fact, most board meetings pass with literally no disagreement,” he wrote in an email to Assets“So many directors are unprepared to deal with that kind of anger.”

Still, the departure of Kelly, who served as the airline's CEO from 2004 to 2022, could be a pivotal moment for the company. It's common for a former chief executive to remain chief executive for a few years, Busenbark said, but the agreement did nothing to counter Elliott's arguments that Southwest had failed to evolve. Useem agreed that such a situation can be a “red flag.”

“You don’t want the current CEO to be hemmed in by someone sitting there in the boardroom gloating about his or her policies that worked five years ago,” he said, “but maybe don’t work so well now. “

In his letter earlier this month, Kelly noted that Jordan – who joined Southwest in 1988 – remains the person best suited to lead the airline's transformation.

Busenbark said activists force management to give in to their demands about two-thirds of the time and usually increase performance. However, if companies were overwhelmed by appeasing activists, competitors could also take notice and achieve even greater performance improvements than the company targeted by the campaign.

Regardless, shareholders are hoping that the battle for the airline's soul will somehow yield better returns.

This story was originally published on Fortune.com

Add a Comment

Your email address will not be published. Required fields are marked *