SkyWest Airlines 2012 Annual Report Download - page 154

EXECUTIVE COMPENSATION
The table below summarizes the total compensation paid to or earned by each of the Executives
for the years indicated.
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Non-Equity
Discretionary Stock Option Incentive Plan All Other
Salary Bonus Awards Awards Compensation Compensation Total
Name and Principal Position Year ($) ($)(1) ($)(2) ($)(2) ($)(3) ($) ($)
Jerry C. Atkin ......... 2012 $400,000 $ 0 $315,000 $170,000 $892,212 $115,183(4) $1,892,395
Chairman and Chief 2011 $400,000 $40,000 $300,000 $100,070 $148,000 $126,601(5) $1,114,671
Executive Officer 2010 $384,200 $ 0 $288,150 $288,150 $579,340 $120,487(6) $1,660,327
Bradford R. Rich ....... 2012 $300,000 $ 0 $189,000 $116,500 $600,792 $ 95,232(7) $1,301,524
President 2011 $300,000 $23,000 $180,000 $ 60,042 $118,500 $ 97,857(8) $ 779,399
2010 $279,100 $ 0 $167,460 $167,460 $376,185 $ 95,965(9) $1,086,170
Russell A. Childs ....... 2012 $254,000 $ 0 $160,020 $ 98,580 $509,451 $ 90,249(10) $1,112,300
President and Chief 2011 $254,000 $ 0 $152,400 $ 50,836 $156,500 $ 89,179(11) $ 702,915
Operating Officer— 2010 $247,200 $ 0 $148,320 $148,320 $346,476 $ 89,441(12) $ 979,757
SkyWest Airlines, Inc.
Bradford R. Holt ....... 2012 $254,000 $ 0 $160,020 $ 98,580 $517,938 $ 78,184(13) $1,108,722
President and Chief 2011 $254,000 $20,000 $152,400 $ 50,836 $ 82,000 $ 80,521(14) $ 639,757
Operating Officer— 2010 $231,800 $15,000 $139,080 $139,080 $281,576 $ 77,148(15) $ 883,684
ExpressJet
Michael J. Kraupp ...... 2012 $175,500 $ 0 $ 68,796 $ 29,484 $216,646 $ 52,793(16) $ 543,219
Chief Financial Officer 2011 $172,000 $ 4,200 $ 62,350 $ 62,387 $ 71,505 $ 44,923(17) $ 417,365
And Treasurer
(1) Column (d) shows discretionary bonuses approved by the Compensation Committee and earned by Messrs. Atkin,
Rich, Holt and Kraupp.
(2) These columns show the full grant date fair market value of the options granted as computed under ASC Topic 718
and the expense attributable to restricted stock and restricted stock unit awards (excluding estimates for forfeitures
in case of awards with service-based vesting). These amounts do not reflect the extent to which the Executive
realized an actual financial benefit from the awards. Assumptions and methodologies used in the calculation of these
amounts are included in footnotes to the Company’s audited financial statements for the year ended December 31,
2012 which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission.
(3) The amounts in column (g) include the annual performance bonus amounts earned in the year indicated based on
performance in that year and paid in the subsequent year. As described in the section entitled ‘‘Compensation
Discussion and Analysis’’ above, annual performance bonuses payable to the Executives are calculated based upon
the financial performance of the Company or its subsidiaries and also the achievement of individual goals. The
target amount of each Executive’s annual performance bonus opportunity for 2012 is reported in the ‘‘Grants of
Plan-Based Awards for 2012’’ table below. The amounts of such annual performance bonuses actually earned in
2012 and paid in 2013 were: Mr. Atkin—$337,042; Mr. Rich—$250,981; Mr. Childs—$213,432; Mr. Holt—$221,919.
The actual amount of Mr. Kraupp’s annual performance bonus earned for 2012 was $110,700. Mr. Kraupp’s annual
performance bonus is paid quarterly rather than annually.
The amounts in column (g) also include the amounts of performance unit awards granted in 2012 and earned based
on 2012 targeted net earnings, but payable in cash in 2015 and subject to forfeiture in the event of termination of
employment within three years of the applicable date of grant in 2012. The target amount for each Executive’s
performance unit grant for 2012 is reported in the ‘‘Grants of Plan-Based Awards for 2012’’ table below. The
amounts of those performance unit awards actually earned for 2012 were Mr. Atkin—$555,170; Mr. Rich—$349,811;
Mr. Childs—$296,019; Mr. Holt—$296,019 and Mr. Kraupp—$105,946.
(4) All other compensation for Mr. Atkin for 2012 consists of $88,920 of employer credits under the SkyWest Deferred
Compensation Plan attributable to compensation earned for 2012; $3,918 in employer-paid health insurance
premiums, $15,858 for a personal vehicle lease; $5,309 for personal use of the Company’s recreational equipment;
and $1,178 in discretionary matching contributions under the SkyWest 401(k) Plan.
(5) All other compensation for Mr. Atkin for 2011 consists of $103,157 of employer credits under the SkyWest Deferred
Compensation Plan attributable to compensation earned for 2011; $1,436 in employer-paid health insurance
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