SkyWest Airlines 2012 Annual Report Download - page 163

DIRECTOR COMPENSATION
The Company uses a combination of cash and stock-based incentive compensation to attract and
retain qualified candidates to serve as directors. In setting director compensation, the Company
considers the significant amount of time that directors expend in fulfilling their duties to the Company,
as well as the skill level required by the Company of its directors. Each director is encouraged to own
at least 8,000 shares of Common Stock.
Cash Compensation Paid to Directors
For the year ended December 31, 2012, all directors who were not employees of the Company
received an annual cash retainer of $33,000 and attendance fees of $1,800 for each in-person Board
meeting attended, $1,700 for each in-person Audit & Finance Committee meeting attended, $1,350 for
each in-person Compensation Committee meeting attended, $1,350 for each in-person Nominating and
Corporate Governance Committee meeting attended and $1,350 for each in-person Safety and
Compliance Committee meeting attended. Non-employee directors who participated in telephonic
meetings of the Board or its committees were also paid $850 for each telephonic Board meeting, $800
for each telephonic Audit & Finance Committee meeting and $800 for each telephonic Compensation
Committee meeting, $800 for each telephonic Nominating and Corporate Governance Committee
meeting and $800 for each telephonic Safety and Compliance Committee meeting. The Chairman of
the Audit & Finance Committee was paid an annual fee of $15,000, the Chairman of the Compensation
Committee was paid an annual fee of $5,000, the Chairman of Nominating and Corporate Governance
Committee was paid an annual fee of $4,000, the Chairman of the Safety and Compliance Committee
was paid an annual fee of $4,000 and the Lead Director was paid an annual fee of $4,000. In addition,
the Company paid to Steven F. Udvar-Hazy, a director of the Company, an industry expert fee of
$6,000 during the year ended December 31, 2012. Jerry C. Atkin, who is the Chairman of the Board
and an employee of the Company, received no compensation for his service on the Board.
Stock Awards
Each non-employee director receives a stock award annually. On February 15, 2012, each of the
non-employee directors, other than W. Steve Albrecht, who was not serving as a director on that date,
received an award of 3,982 shares of Common Stock, representing $52,000 of value based on the
closing price of the Common Stock on the date of award. Subsequent to his election as a director in
May 2012, Mr. Albrecht received an award of 1,991 shares of Common Stock, representing $26,000 of
value based on the closing price of the Common Stock on the date of award. The Company did not
grant stock options to its non-employee directors in 2012.
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