SkyWest Airlines 2015 Annual Report Download - page 125

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As contemplated by the Company’s Corporate Governance Guidelines, the Nominating and Corporate
Governance Committee reviews the appropriate skills and characteristics required of directors in the context of the
current composition of the Board, at least annually. There is currently no set of specific minimum qualifications that
must be met by a nominee recommended by the Nominating and Corporate Governance Committee, as different factors
may assume greater or lesser significance at particular times and the needs of the Board may vary in light of its
composition and the Nominating and Corporate Governance Committee’s perceptions about future issues and needs.
Among the factors the Nominating and Corporate Governance Committee considers, which are outlined in the Corporate
Governance Guidelines, are independence, diversity, age, skills, integrity and moral responsibility, policy-making
experience, ability to work constructively with the Company’s management and directors, capacity to evaluate strategy
and reach sound conclusions, availability of time and awareness of the social, political and economic environment.
The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and
evaluating director nominees. The Nominating and Corporate Governance Committee assesses the appropriate size of the
Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies
are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers various potential
candidates for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee
through various means, including current directors, professional search firms, shareholder recommendations or other
referrals. Candidates are evaluated at meetings of the Nominating and Corporate Governance Committee, and may be
considered at any point during the year. All director-nominee recommendations which are properly submitted to the
Nominating and Corporate Governance Committee are aggregated and considered by the Nominating and Corporate
Governance Committee at a meeting prior to the issuance of the proxy statement for the next annual meeting of
shareholders. Any materials provided by a shareholder in connection with the recommendation of a director candidate
are forwarded to the Nominating and Corporate Governance Committee, which considers the recommended candidate in
light of the director qualifications discussed above. The Nominating and Corporate Governance Committee also reviews
materials provided by professional search firms, if applicable, or other parties in connection with a candidate who is not
proposed by a shareholder. In evaluating such recommendations, the Nominating and Corporate Governance Committee
seeks to achieve a balance of knowledge, experience and capability on the Board. The Nominating and Corporate
Governance Committee has, on occasion, engaged professional search firms to assist in identifying qualified candidates
for Board service. When such firms have been engaged, the Nominating and Corporate Governance Committee has
utilized their services principally for the purpose of identifying and screening potential candidates and conducting
background research; however, the members of the Nominating and Corporate Governance Committee, as well as other
directors of the Company, have conducted interviews with prospective candidates and have performed other functions in
completing the nomination process.
Compensation Committee Interlocks and Insider Participation
Keith E. Smith, Ronald J. Mittelstaedt, Henry J. Eyring, Steven F. Udvar-Hazy, Margaret S. Billson and Robert
G. Sarver served as members of the Compensation Committee at various times during the year ended December 31,
2015. None of the individuals who served on the Compensation Committee during the year ended December 31, 2015,
was an officer or employee of the Company in 2015 or any time prior thereto. None of the members of the Compensation
Committee during the year ended December 31, 2015, had any relationship with the Company requiring disclosure under
Item 404 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
None of the executive officers of the Company served as a member of the Compensation Committee or of any similar
committee of any other company whose executive officer(s) served as a director of the Company.