SkyWest Airlines 2015 Annual Report Download - page 127

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25
These accomplishments not only improved the Company’s performance, but the Board believes these accomplishments
will contribute to improved financial performance in future years.
Compensation Objectives and Principles
The overall objective of the Company’s executive compensation programs is to create long-term value for the
Company’s shareholders by attracting and retaining talented executives that effectively manage the Company in a
manner that is consistent with the long-term interest of shareholders.
Accordingly, the executive compensation program incorporates the following principles:
• The overall compensation package should encourage long-term focus and shareholder value creation.
• Compensation should be competitive with other airlines in order to attract and retain talented executives.
• Compensation should be based upon individual responsibility, leadership ability and experience.
• Compensation should reflect the fair market value of the services received.
• A significant amount of total compensation should be incentive based, and should correlate to the
Company’s financial performance, as well as the achievement of operational goals.
• Compensation should not encourage the taking of undue, material risk.
Executive Compensation Procedures
To attain the Company’s executive compensation objectives and to implement the underlying compensation
principles, the Company follows the following procedures:
Role of the Committee. The Compensation Committee has responsibility for establishing and monitoring the
executive compensation programs and for making decisions regarding executive compensation. The Chief Executive
regularly attends the Compensation Committee meetings. The Compensation Committee also meets regularly in
executive sessions. The Compensation Committee recommends the compensation package of the Chief Executive to the
Board, which then sets his compensation. The Compensation Committee also considers the recommendations of the
Chief Executive with respect to compensation of the other Executives, and after reviewing such recommendations, sets
their compensation. The Compensation Committee also monitors, administers and approves awards under the various
incentive compensation plans for all levels within the Company, including awards under the Company’s annual bonus
plan and 2010 Long-Term Incentive Plan (the “2010 Plan”). As permitted by the 2010 Plan, the Compensation
Committee has authorized designated directors of the Company to approve interim awards under the 2010 Plan to non-
Executives on a limited basis between meetings of the Compensation Committee.
The Compensation Committee relies on its judgment in making compensation decisions in addition to
reviewing relevant information and results. When setting total compensation for each of the Executives, the
Compensation Committee reviews tally sheets which show the Executive’s current compensation, including base pay,
annual bonus objectives, long-term, equity-based compensation objectives, and deferred compensation retirement
funding. The Compensation Committee has the sole discretion to award compensation and make adjustments to awards
based on the Compensation Committee’s review of relevant information and other unusual or non-recurring items.
The Compensation Committee also occasionally evaluates surveys and other available data regarding the
executive compensation programs of other regional and major air carriers in order to determine competitiveness of the