SkyWest Airlines 2014 Annual Report Download - page 163
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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, 2014, all directors who were not employees of the Company
received an annual cash retainer of $40,000 and attendance fees of $2,000 for each in-person Board
meeting attended, $1,800 for each in-person Audit and Finance Committee meeting attended, $1,400
for each in-person Compensation Committee meeting attended, $1,400 for each in-person Nominating
and Corporate Governance Committee meeting attended and $1,400 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 $1,000 for each telephonic Board meeting,
$1,000 for each telephonic Audit and Finance Committee meeting and $1,000 for each telephonic
Compensation Committee meeting, $1,000 for each telephonic Nominating and Corporate Governance
Committee meeting and $1,000 for each telephonic Safety and Compliance Committee meeting. The
Chairman of the Audit and Finance Committee was paid an annual fee of $16,000, 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 $18,000. 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 18, 2014, each of the
non-employee directors who were not serving as directors on that date, received an award of 4,959
shares of Common Stock, representing $60,000 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
2014.
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