SkyWest Airlines 2012 Annual Report Download - page 144

Download and view the complete annual report

Please find page 144 of the 2012 SkyWest Airlines annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 180

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180

COMPENSATION DISCUSSION AND ANALYSIS
The following narrative compensation discussion and analysis provides information regarding the
Company’s executive compensation objectives, principles, practices and decisions as they relate to the
following named executive officers of the Company (the ‘‘Executives’’):
• Jerry C. Atkin, Chairman of the Board and Chief Executive Officer of the Company, SkyWest
Airlines and ExpressJet (the ‘‘Chief Executive’’);
• Bradford R. Rich, President of the Company;
• Michael J. Kraupp, Chief Financial Officer and Treasurer of the Company, SkyWest Airlines and
ExpressJet (the ‘‘CFO’’);
• Russell A. Childs, President and Chief Operating Officer of SkyWest Airlines; and
• Bradford R. Holt, President and Chief Operating Officer of ExpressJet.
The compensation discussion and analysis provides narrative perspective to the tables and
disclosure in the tables following this section.
Compensation Objectives and Principles
The overall objective of the Company’s executive compensation programs is to create long-term
value for the Company’s shareholders by attracting and retaining talented executives that manage
effectively and consistent with the long-term interest of shareholders.
Accordingly, the executive compensation program incorporates the following principles:
• The overall compensation package should encourage long-term focus and shareholder value
creation.
• Compensation should be competitive with other airlines in order to attract and retain talented
executives.
• Compensation should be based upon individual responsibility, leadership ability, and experience.
• Compensation should reflect the fair market value of the services received.
• A significant amount of total compensation should be incentive based, and should correlate to
the Company’s financial performance, as well as the achievement of operational and individual
goals.
• Compensation should not encourage the taking of undue, material risk.
Executive Compensation Procedures
To attain the Company’s executive compensation objectives and to implement the underlying
compensation principles, the Company follows the following procedures:
Role of the Committee. The Compensation Committee of the Board of Directors (the
‘‘Committee’’) has responsibility for establishing and monitoring the executive compensation programs
and for making decisions regarding executive compensation. The Chief Executive regularly attends the
Committee meetings. The Committee also meets in executive session. The Committee recommends the
compensation package of the Chief Executive to the Board of Directors, which then sets his
compensation. The Committee also considers the recommendations of the Chief Executive with respect
to compensation of the other Executives, and after reviewing such recommendations, sets their
compensation. The Committee also monitors, administers and approves awards under the various
incentive compensation plans for all levels within the Company, including awards under the Company’s
annual bonus plan and the Company’s 2006 Long-Term Incentive Plan and 2010 Long-Term Incentive
Plan.
22