SkyWest Airlines 2015 Annual Report Download - page 146

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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. Directors are encouraged to own shares of Common Stock having a value equal to three times the amount of
their annual cash retainer.
Cash Compensation Paid to Directors
For the year ended December 31, 2015, 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 was an
employee of the Company during the 2015 year, received no compensation for his service on the Board for 2015. Russell
A. Childs, who is a director and an employee of the Company, did not serve as a director during 2015 and receives no
financial remuneration for his service on the Board.
Stock Awards
Each non-employee director receives a stock award annually. On February 17, 2015, each of the non-employee
directors (other than Margaret S. Billson, Robert G. Sarver, Meredith S. Madden and Andrew C. Roberts, who did not
serve as directors during the entire 2015 year) received an award of 4,441 shares of Common Stock, representing
$60,000 of value based on the closing price of the Common Stock on the date of award. Prior to their retirement from
the Board in May 2015, each of Ms. Billson and Mr. Sarver received an award of 2,221 shares of Common Stock,
representing $30,000 of value based on the closing price of the Common Stock on February 17, 2015, which was the
date of award. Subsequent to the their appointment as directors of the Company in May 2015, each of Ms. Madden and
Mr. Roberts received an award of 2,931 shares of Common Stock, representing $46,046 of value based on the closing
price of the Common Stock on May 5, 2015, which was the date of award. The Company did not grant stock options to
its non-employee directors in 2015.