Sector: Industrials
SKYWEST INC · Meeting: May 5, 2026
Directors FOR
7
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
SkyWest's 3-year stock return of +404.7% far exceeds the XLI sector ETF benchmark, so the TSR underperformance trigger does not apply; Welch has relevant transportation industry experience and holds only one outside public board seat (Schneider National), well within the overboarding limit.
As CEO and director, Childs is subject to the same TSR trigger as other directors, but SkyWest's +404.7% three-year return is +328.5pp above the XLI ETF, far exceeding the 65pp threshold required to trigger a no vote for strong positive TSR; no overboarding or independence concerns apply.
The TSR outperformance trigger does not apply given SkyWest's exceptional stock returns; Conjeevaram holds three outside public board seats (SS&C Technologies, McGrath Rentcorp, WisdomTree), which is within the four-seat overboarding limit, and she brings strong financial expertise as a former Big 4 CPA and CFO.
Leathers joined the board in 2024, making him exempt from the TSR trigger under the 24-month new-director exemption; as a sitting CEO (Werner Enterprises), he holds only one outside public board seat (SkyWest), within the two-seat limit for sitting CEOs.
The TSR outperformance trigger does not apply; Madden holds two outside public board seats (NORDAM and Somnigroup International), within the four-seat limit, and brings relevant aerospace and aircraft maintenance expertise.
The TSR outperformance trigger does not apply; as a sitting CEO (Waste Connections), Mittelstaedt holds one outside public board seat (SkyWest), within the two-seat limit for sitting CEOs, and his independent directorship at Pye-Barker is a private company and does not count toward the public board limit.
The TSR outperformance trigger does not apply; Smith holds one outside public board seat (Boyd Gaming) and serves as Audit Committee Chair with confirmed financial expertise (accounting degree, CPA background), well within all policy thresholds.
All seven directors receive a FOR vote. SkyWest's exceptional three-year stock return of +404.7%, which is +328.5 percentage points above the XLI sector ETF, means the TSR underperformance trigger does not fire for any director. No overboarding violations exist — the one sitting CEO with an outside board seat (Leathers at Werner) holds only one outside seat, and Mittelstaedt's outside seat count is also within limits. The newest director (Leathers, joined 2024) benefits from the 24-month new-director exemption in any case. All independence, attendance, and qualification criteria are satisfied.
CEO
Russell A. Childs
Total Comp
$6,715,152
Prior Support
97%%
CEO Russell Childs received total compensation of approximately $6.7 million in 2025, which is reasonable for the CEO of a $3.8 billion regional airline that delivered exceptional financial results — over 97% of shareholders supported the pay program at last year's meeting. The pay mix is well-structured: roughly 70% of the long-term equity award is in performance stock awards tied to multi-year financial and operational goals (free cash flow, adjusted EBITDA, controllable completion, and on-time departures), with base salary below the 25th percentile of peers. SkyWest's stock returned +404.7% over three years, and the company achieved near-maximum scores on every financial and operational incentive metric in 2025, meaning the above-target incentive payouts are fully justified by outstanding shareholder and business performance.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Ernst & Young is a Big 4 firm appropriate for a $3.8 billion public company; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire per policy (no confirmed data means no No vote on that basis); fee data was not extractable from the provided fee table text, so the non-audit fee ratio trigger cannot be evaluated and the default FOR vote applies.
1 proposal submitted by shareholders
Proposal 4
As You Sow is a well-known progressive advocacy organization whose proposals consistently serve labor and social advocacy goals rather than neutral fiduciary shareholder interests — under our policy, proposals from ideological filers are voted against regardless of how the ask is framed. This same proposal (or a near-identical version) was submitted and rejected by shareholders at both the 2024 and 2025 annual meetings, reinforcing that the broader shareholder base has already considered and declined to support this request. A neutral fiduciary investor would not submit this particular proposal framed around ILO conventions that have no legal force in the United States, confirming the ideological rather than financial motivation.
This is a straightforward annual meeting ballot for SkyWest, a company that has delivered exceptional shareholder returns (+404.7% over three years) and strong 2025 financial performance. All seven director nominees, the Say on Pay proposal, and the Ernst & Young auditor ratification receive FOR votes; the As You Sow collective bargaining disclosure proposal receives an AGAINST vote because the filer is a progressive advocacy organization whose proposals are disqualified under our ideological filer policy regardless of how the ask is framed.
