SkyWest Airlines 2009 Annual Report Download - page 136
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Airlines and ASA. The Chief Executive and the CFO meet the guidelines. The Presidents of the
operating subsidiaries have been in their positions for only two years, and the Compensation
Committee believes they are making progress towards the ownership guideline each year. The holdings
of the Named Executives are summarized in the Security Ownership Table, below.
Deductibility of Executive Compensation
Section 162(m) of the Code imposes a $1 million annual limit on the amount that a publicly-traded
company may deduct for compensation paid to the company’s principal executive officer during a tax
year or to any of the company’s three other most highly compensated executive officers who are still
employed at the end of the tax year (other than the Company’s principal financial officer). The limit
does not apply to compensation that meets the requirements of Section 162(m) of the Code for
‘‘qualified performance-based compensation’’ (i.e., compensation paid only if the executive meets
pre-established, objective goals based upon performance criteria approved by the Company’s
shareholders). The Compensation Committee reviews and considers the deductibility of executive
compensation under Section 162(m) of the Code. In certain situations, the Compensation Committee
may approve compensation that will not meet the requirements of Code Section 162(m) in order to
ensure competitive levels of total compensation for its executive officers. Stock option grants and
long-term performance unit awards in 2009 were intended to constitute ‘‘qualified performance-based
compensation’’ under Section 162(m) of the Code. The Company’s 2009 restricted stock grants, and
performance-based and discretionary annual bonuses, however, were not ‘‘qualified performance-based
compensation.’’
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed the foregoing compensation discussion and analysis
and discussed with the Company’s management the information set forth herein. Based on such review
and discussions with management, the Compensation Committee recommended to the Board that the
foregoing compensation discussion and analysis be included in this proxy statement.
The Compensation Committee
Henry J. Eyring, Chair
Margaret S. Billson
Ian M. Cumming
Steven F. Udvar-Hazy
Michael K. Young
30