SkyWest Airlines 2013 Annual Report Download - page 157

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, 2013, 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 and 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 and 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 and 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 Independent Director was paid
an annual fee of $15,000. 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 13, 2013, each of the
non-employee directors, other than Ronald J. Mittelstaedt and Keith E. Smith, who were not serving as
directors on that date, received an award of 3,927 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 their
appointment as directors of the Company in October 2013, each of Messrs. Mittelstaedt and Smith
received an award of 982 shares of Common Stock, representing $15,575 of value based on the closing
price of the Common Stock on November 13, 2013, which was the date of award. The Company did
not grant stock options to its non-employee directors in 2013.
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