SkyWest Airlines 2013 Annual Report Download - page 145

Retirement Benefits.
The Company and SkyWest Airlines sponsor a 401(k) retirement plan for their eligible employees,
including the Executives other than Mr. Holt. ExpressJet also maintains a substantially equivalent
401(k) plan for its eligible employees, including Mr. Holt. Both plans are broad based, tax-qualified
retirement plans under which eligible employees, including the Executives, may make annual pre-tax
salary reduction contributions subject to the various limits imposed under the Internal Revenue Code
of 1986, as amended (the ‘‘Code’’). The sponsoring employers make matching contributions under the
plans on behalf of eligible participants; however the right of Executives and other officers to such
matching contributions is limited. The Compensation Committee believes that maintaining the 401(k)
retirement plans and providing a means to save for retirement is an essential part of a competitive
compensation package necessary to attract and retain talented executives.
The Company also maintains the SkyWest, Inc. 2002 Deferred Compensation Plan, a non-qualified
deferred compensation plan for the benefit of officers and other highly compensated employees. All of
the Executives participate in the SkyWest, Inc. 2002 Deferred Compensation Plan. ExpressJet also
maintains a separate but similar non-qualified deferred compensation plan, the ExpressJet Executive
Deferred Compensation Plan, for its highly compensated management employees, including Mr. Holt.
Under both such deferred compensation plans (the ‘‘Deferred Compensation Plans’’), the employer
credits each Executive’s account with a discretionary employer contribution equal to 15% of salary and
annual bonus. These amounts are included in the Summary Compensation Table under the column ‘‘All
Other Compensation’’. Additional information on the Deferred Compensation Plans is found in the
section ‘‘Non-Qualified Deferred Compensation for 2013,’’ below.
The SkyWest Inc. 2002 Deferred Compensation Plan (but not the ExpressJet Executive Deferred
Compensation Plan) also permits eligible executives, including the Executives, to elect in advance of
each calendar year to defer up to 100% of their cash salary and annual bonus compensation for the
year. None of the Executives elected to defer any portion of his salary or annual bonus for 2013. The
Company and its subsidiaries do not maintain any defined benefit pension plans for the Executives.
Other Benefits. In additional to the benefits described above, the Company provides certain other
benefits to the Executives that the Compensation Committee believes are generally consistent with the
benefits provided to senior executives of other airlines. The Compensation Committee believes that
those benefits, which are detailed in the footnotes to the Summary Compensation Table applicable to
the heading ‘‘All Other Compensation’’ below, are reasonable, competitive and consistent with overall
executive compensation objectives. Those benefits consist primarily of employer-paid premiums on
health, dental and eye insurance, a personal automobile allowance, and use of Company owned
recreational equipment.
The Company and its subsidiaries also maintain a non-discriminatory, broad based program under
which all full-time employees and their dependents, including the Executives and their dependents, may
fly without charge on a space available basis on regularly scheduled flights of aircraft operated by the
Company’s operating airline subsidiaries.
Ownership Guidelines
The Company maintains ownership guidelines for the Executives to encourage the alignment of
their interests with the long-term interests of the Company’s shareholders. Each Executive is strongly
encouraged to maintain a minimum ownership interest in the Company. The guideline ownership level
is a number of shares of Common Stock having a value equal to six times annual base salary for
Mr. Atkin, and three times annual base salary for Messrs. Rich, Childs, Holt and one times annual base
salary for Mr. Kraupp. Messrs. Atkin, Rich, and Kraupp met the guidelines at the end of the fiscal year
ended December 31, 2013. Messrs. Childs and Holt are continuing to make progress towards the
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