Independent
Tenure on this board
19.4 yrs
Also a director at
Schneider National Inc (SNDR)
7 nominees · 4 ballot items.
Election of seven directors; advisory vote to approve named executive officer compensation (say-on-pay); ratification of Ernst & Young LLP as independent auditor; and a shareholder proposal requesting an independent review of the company’s alignment with ILO freedom of association and collective bargaining principles.
Elect seven directors to serve until the next annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This advisory (non-binding) proposal asks shareholders to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement, encompassing the Compensation Discussion and Analysis, executive compensation tables, and related disclosures. Management seeks shareholder approval to validate its compensation program, which uses a mix of base salary, annual cash incentives tied to adjusted pre-tax earnings, operational and ESG metrics, and long-term equity incentives (performance shares and RSUs) designed to align executives’ interests with long-term shareholder value. The Compensation Committee uses peer benchmarking, consultant input, and multi-year performance metrics (adjusted EBITDA, free cash flow, controllable completion, on-time departures, and ESG initiatives) to set targets and determine payouts, and it retains discretion to adjust awards for unusual items. The Board highlights that the program produced strong 2025 outcomes (notably high payouts tied to above-target financial and operational performance) and that the program incorporates safeguards—cliff vesting, multi-year performance measures and caps—to limit short-term risk-taking. The proposal is advisory and non-binding but functions as an important governance signal; management emphasizes that prior shareholder say-on-pay support exceeded 97%, which the Compensation Committee considered when setting and reviewing compensation. A FOR vote supports management’s view that the compensation program appropriately rewards performance and aligns with shareholder interests; a vote against would signal investor concern about pay levels, incentive design, or governance oversight and could prompt the Compensation Committee to revisit program elements. The Board recommends FOR, arguing that the combination of performance metrics, long-term equity weighting, and governance practices (independent Compensation Committee, consultant input, and clawback/recovery policies) supports alignment with shareholder value creation. Given the program’s complexity and the non-binding nature of the vote, shareholders should consider both the disclosed pay outcomes and the company’s rationale and safeguards when casting their advisory vote.
Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Shareholder-requested proposal asking the Board to commission an independent third-party report assessing whether company policies and practices align with ILO freedom of association and collective bargaining standards.
The shareholder proposal, submitted by As You Sow on behalf of LongView 600 Small Cap Index Fund, requests a third-party assessment of SkyWest’s policies and practices for alignment with ILO principles on freedom of association and collective bargaining, motivated by allegations concerning the SkyWest Inflight Association (SIA) and actions by the company around employee representation. The proponent argues that alignment with ILO standards would protect employees’ rights, reduce reputational risk, and reflect growing investor and public support for unions; it cites litigation and Department of Labor action alleging company interference and recommends independent verification to restore investor confidence. Management counters that U.S. airline labor relations are governed by the Railway Labor Act (RLA), which the company complies with, and that ILO conventions are non-binding and not adopted by U.S. law; the Board contends the requested review would divert resources to standards that do not apply and potentially interfere with the company’s ability to communicate openly with employees. The Board emphasizes SkyWest’s existing policies (no-retaliation, RLA compliance), governance processes, and workforce outcomes—citing industry awards and compensation levels—as evidence that its current practices protect employees and serve shareholder interests. Contextually, the request follows prior similar proposals in 2024 and 2025 that shareholders rejected, and occurs against an ongoing legal backdrop including a lawsuit by the Association of Flight Attendants-CWA and a Department of Labor action concerning SIA elections, which amplifies investor concern about labor practices. The issue presents a tradeoff: an independent review could provide third-party validation and potentially mitigate reputational risk if deficiencies are found; however, management argues it is unnecessary and legally misaligned given U.S. law and the company’s collaborative labor model. For investors evaluating the proposal, key considerations include legal applicability (RLA vs. ILO), the ongoing litigation and regulatory inquiries, the potential costs and scope of a third-party review, and whether such a review would materially reduce operational, legal or reputational risk relative to management’s current labor governance practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.89% | 4,317,624 | $396M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.55% | 2,992,656 | $275M |
| 3 | DIMENSIONAL FUND ADVISORS LP | 6.13% | 2,432,014 | $223M |
| 4 | AMERICAN CENTURY COMPANIES INC | 4.86% | 1,925,587 | $177M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.47% | 1,772,451 | $163M |
| 6 | STATE STREET CORP | 3.96% | 1,572,021 | $144M |
| 7 | FMR LLC | 3.81% | 1,510,608 | $139M |
| 8 | BlackRock, Inc. | 3.67% | 1,454,638 | $134M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 2.98% | 1,182,334 | $109M |
| 10 | SW Investment Management LLC | 2.27% | 900,000 | $83M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.