DEF 14A of Skywest Inc, Mar 25, 2026

DEF 14A of Skywest Inc

Filed Mar 25, 2026 · FY20250001104659-26-034497

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board currently consists of seven directors. All directors serve a one-year term and are subject to re-election each year. The seven nominees for election at the Meeting are listed below.

  2. ELECTION OF DIRECTORS

    | ● | James L. Welch, Chairman |

  3. ELECTION OF DIRECTORS

    | ● | Russell A. Childs |

  4. ELECTION OF DIRECTORS

    | ● | Smita Conjeevaram |

  5. ELECTION OF DIRECTORS

    | ● | Derek J. Leathers |

  6. ELECTION OF DIRECTORS

    | ● | Meredith S. Madden |

  7. ELECTION OF DIRECTORS

    | ● | Ronald J. Mittelstaedt |

  8. ELECTION OF DIRECTORS

    | ● | Keith E. Smith |

  9. ELECTION OF DIRECTORS

    All of the nominees are currently serving as a director of the Company, and all of the nominees have consented to be named as a nominee. Shareholders voting in person or by proxy at the virtual Meeting may only vote for seven nominees. If, prior to the Meeting, any of the nominees becomes unable to serve as a director, the Board may designate a substitute nominee. In that event, the persons named as proxies intend to vote for the substitute nominee designated by the Board. The Board and the Nominating and Corporate Governance Committee believe that each of the following nominees possesses the experience and qualifications that directors of the Company should possess, as described in detail below, and that the experience and qualifications of each nominee compliments the experience and qualifications of the other nominees. The experience and qualifications of each nominee, including information regarding the specific experience, qualifications, attributes and skills that led the Board and its Nominating and Corporate Governance Committee to conclude that he or she should serve as a director of the Company at the present time, in light of the Company’s business and structure, are set forth on the following pages.

  10. Voting

    | Age: 71 | Director Since: 2007 | Committees: Chairman of the Board; Member of the Nominating and Corporate Governance Committee |

  11. Russell A. Childs

    Russell A. Childs

  12. Russell A. Childs

    | Age: 58 | Director Since: 2016 | Committees: None |

  13. Russell A. Childs

    Principal Occupation: President and Chief Executive Officer (“CEO”) of the Company and its subsidiaries Experience: Mr. Childs was named CEO of the Company effective January 1, 2016, and has served as President of the Company since 2014. He is responsible for the holding company’s operating entities and all commercial activities. He joined the Company in 2001 and became Vice President – Controller later that year. He served as the President and Chief Operating Officer of SkyWest Airlines, Inc. (“SkyWest Airlines”) from 2007 to 2014. Mr. Childs earned his bachelor's degree in Economics and master's degree in Accounting from Brigham Young University. Prior to joining the Company, Mr. Childs was a certified public accountant employed by a public accounting firm. The Board nominated Mr. Childs, in part, because it recognizes Mr. Childs’ critical role in delivering value to all Company stakeholders, as well as noting the importance of the Company's CEO serving on the Board, as he is the one closest to the Company's day-to-day operations and is able to communicate the Board’s expectations, advice and encouragement to the Company’s nearly 16,000 employees. Other Directorships: Mr. Childs currently serves as Chair of the Federal Reserve Bank of San Francisco and as a member of the Intermountain Health Board of Trustees.

  14. Russell A. Childs

    | Age: 65 | Director Since: 2021 | Committees: Member of the Audit Committee; Member of the Compensation Committee; Member of the Safety and Compliance Committee |

  15. Russell A. Childs

    Principal Occupation: Retired CFO of the Fortress Investment Group's Credit Hedge Funds Experience: Ms. Conjeevaram holds over 26 years in finance and nearly a decade of experience at two of the Big 4 worldwide accounting firms, including PricewaterhouseCoopers LLP. In her most recent operational role, Ms. Conjeevaram served as Deputy CFO of Fortress Investment Group’s Credit Funds and CFO of the Fortress Investment Group’s Credit Hedge Funds. The Board nominated Ms. Conjeevaram, in part, because of her refined global business and financial expertise, as well as her experience in growth management. Other Directorships: Ms. Conjeevaram currently serves as a director of SS&C Technologies, Inc. (“SSNC”), McGrath Rentcorp (“MGRC”), and WisdomTree Investments, Inc. (“WETF”). At SSNC she is the Audit Committee Chair, at MGRC she is a member of the Audit Committee and Chair of the Nominating and Governance committee and at WETF she is the Board Chair and is a member of the Compensation Committee.

  16. Derek J. Leathers

    Derek J. Leathers

  17. Derek J. Leathers

    | Age: 56 | Director Since: 2024 | Committees: Member of the Audit Committee; Member of the Nominating and Corporate Governance Committee; Member of the Safety and Compliance Committee |

  18. Derek J. Leathers

    Principal Occupation: Chairman and Chief Executive Officer of Werner Enterprises, Inc. (“Werner”) Experience: Mr. Leathers has over 34 years of experience in the transportation and logistics industry, and 27 of those years have been at Werner. Throughout his tenure at Werner, Mr. Leathers has held integral executive management roles leading multiple organizational service offerings, including the establishment and development of Werner’s Mexico cross-border operations, oversight for the asset operating group and leading the launch of Werner Global Logistics, which encompassed transportation management and freight movement within intermodal, ocean, air and brokerage. Mr. Leathers holds an economics degree from Princeton University. The Board nominated Mr. Leathers, in part, due to his experience as Chairman and Chief Executive Officer of a public company and his 34 years of experience in the transportation sector, including extensive experience working with labor. Other Directorships: Mr. Leathers currently serves as the Chairman of Werner, as the Chairman of the American Transportation Research Institute, is on the Executive Committee for the American Trucking Associations, is on the Executive Board of the Omaha Chamber of Commerce, is on the Executive Committee for United Way of the Midlands and is a Board of Trustee for Creighton University. Mr. Leathers is also the Founder and National Director of PlaySmart, a non-profit organization that helps youth realize their academic and life potential through sports.

  19. Meredith S. Madden

    Meredith S. Madden

  20. Meredith S. Madden

    | Age: 52 | Director Since: 2015 | Committees: Chair of the Safety and Compliance Committee; Member of the Compensation Committee; Member of the Nominating and Corporate Governance Committee |

  21. Meredith S. Madden

    Principal Occupation: Chief Executive Officer of The NORDAM Group LLC (“NORDAM”) Experience: Ms. Madden was appointed CEO of NORDAM in 2011. Headquartered in Tulsa, Oklahoma, NORDAM is one of the world’s premier family-owned aerospace providers of composite structures and engineered solutions, employing nearly 2,500 stakeholders across multiple facilities in North America, Europe and Asia Pacific. Ms. Madden joined NORDAM in 1999, and progressed through a series of roles in operations, sales, and strategic market planning; vice president of Global Sales and Marketing; vice president of the Repair Group; chief operating officer, overseeing all repair and manufacturing operations in the United States, Europe and Asia; and president of NORDAM. Prior to her NORDAM career, she was a senior consultant on mergers and acquisitions, corporate recovery services and financial advisory in global finance. Ms. Madden holds an MBA from the University of Chicago, and a Bachelor of Science in business administration and finance from the University of Notre Dame. The Board nominated Ms. Madden, in part, because of her expertise and strategic insights related to aircraft maintenance vendor planning. Additionally, Ms. Madden has extensive expertise working with international maintenance service providers. Other Directorships: Ms. Madden currently serves on the board of NORDAM, Somnigroup International Inc. (SGI). She is an Emeritus Member of the Board of the Smithsonian National Air and Space Museum and previously served as board chairman and trustee of the Tulsa Airport Authority.

  22. Ronald J. Mittelstaedt

    Ronald J. Mittelstaedt

  23. Ronald J. Mittelstaedt

    | Age: 62 | Director Since: 2013 | Committees: Chair of the Compensation Committee; Member of the Audit Committee; Member of the Nominating and Corporate Governance Committee; Member of the Safety and Compliance Committee |

  24. Ronald J. Mittelstaedt

    Principal Occupation: President and Chief Executive Officer and Director, Waste Connections, Inc. (“Waste Connections”) Experience: Mr. Mittelstaedt has served as the President and Chief Executive Officer of Waste Connections since April 2023, a company he founded in 1997. From July 2019 to April 2023, he served as Executive Chairman. He previously served as its Chair and CEO from its formation in 1997 to July 2019. He has also served as a director of Waste Connections since 1997. Under Mr. Mittelstaedt’s leadership, Waste Connections has become the third largest company in the North American solid waste and recycling industry, employing more than 25,000 people nationwide, and is traded on the New York Stock Exchange and Toronto Stock Exchange. Mr. Mittelstaedt is an independent director for Pye-Barker, Inc., the largest commercial fire suppression install and maintenance company in the United States. Mr. Mittelstaedt also established the RDM Positive Impact Foundation in 2004 to improve the lives of underprivileged and at-risk children. Prior to his career in waste management, he spent three years in the air freight industry. Mr. Mittelstaedt holds a bachelor’s degree in Business Economics from the University of California – Santa Barbara. The Board nominated Mr. Mittelstaedt, in part, because of his expertise in making large capital equipment decisions, extensive experience working with diverse employee and other groups in various geographic regions and a history of developing an organizational culture of strong work ethics. Mr. Mittelstaedt also contributes to the Board his insight as an experienced CEO of a publicly traded company, which the Board has found valuable in its deliberations. Other Directorships: Mr. Mittelstaedt currently serves on the board of Waste Connections and serves as an independent director of Pye-Barker Fire & Safety, LLC.

  25. Keith E. Smith

    Keith E. Smith

  26. Keith E. Smith

    | Age: 65 | Director Since: 2013 | Committees: Chair of the Audit Committee; Chair of the Nominating and Corporate Governance Committee; Member of the Compensation Committee |

  27. Keith E. Smith

    Principal Occupation: President and CEO of Boyd Gaming Corporation (“Boyd Gaming”) Experience: Mr. Smith is President, CEO and a director of Boyd Gaming, one of the nation’s leading casino entertainment companies, with 28 operations in 11 states and more than 16,000 employees. Mr. Smith is an industry veteran with more than 35 years of gaming experience. He joined Boyd Gaming in 1990 and held various executive positions before being promoted to Chief Operating Officer in 2001. In 2005, Mr. Smith was named President and elected as a director of Boyd Gaming and in 2008 he assumed the role of CEO. The common stock of Boyd Gaming is traded on the New York Stock Exchange. Mr. Smith holds a bachelor’s degree in Accounting from Arizona State University. He served as Chair of the Los Angeles Branch of the Federal Reserve Bank of San Francisco from 2012 to 2014. He served as Chair of the American Gaming Association and the Nevada Resort Association. He served as Vice Chair of the Las Vegas Convention and Visitors Authority from 2005 to 2011. The Board nominated Mr. Smith, in part, due to his diverse experience in investing in, financing, and managing capital assets and real properties in various geographic regions. Mr. Smith also has extensive experience in leading and directing a large group of diverse employees. Mr. Smith’s accounting training and experience and his service as Chair of the Los Angeles Branch of the Federal Reserve Bank of San Francisco also enable him to provide valuable service as the Chair of the Audit Committee and to the Compensation Committee and Nominating and Corporate Governance Committee. Other Directorships: Mr. Smith currently serves as a director of Boyd Gaming.

  28. Committees of the Board

    | ● | Review and make recommendations to the Board regarding director compensation. |

  29. Current Year Performance

    | ● | Took delivery of seven SkyWest-financed E175 aircraft and one partner-financed E175 aircraft under long-term capacity purchase agreements with the Company’s major airline partners during 2025. |

  30. Compensation Objectives and Principles

    | ● | The overall compensation package should encourage long-term focus and shareholder value creation; |

  31. The Compensation Setting Process

    The Compensation Setting Process Role of the Compensation 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, and the Compensation Committee also meets regularly in executive sessions. The Chief Executive is not present for deliberations by the Compensation Committee regarding his compensation. The Compensation Committee recommends the Chief Executive’s compensation to the Board, which then reviews and approves the Compensation Committee’s recommendation, unless the Compensation Committee is required to approve such compensation under applicable law. The Compensation Committee also considers the recommendations of the Chief Executive with respect to compensation of the other Named Executives, and after reviewing such recommendations, determines 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 cash incentive plan and Amended and Restated 2019 Long-Term Incentive Plan (the “2019 Plan”). Role of Consultants. During 2025, the Company and the Compensation Committee received advice from Frederic W. Cook & Co., Inc. (“F.W. Cook”) with respect to executive compensation. The Company and the Compensation Committee retained F.W. Cook and after conducting an evaluation using the factors established by the Securities and Exchange Commission and The Nasdaq Global Select Market, the Compensation Committee determined that F.W. Cook is independent and that there is no conflict of interest resulting from the engagement of F.W. Cook during 2025. The Compensation Committee has sole authority to retain and dismiss external compensation consultants. Industry Compensation Data. The Compensation Committee evaluates data regarding the executive compensation programs of other air carriers, as well as other transportation and logistics companies, in order to determine the competitiveness of the Company’s executive compensation programs. The Compensation Committee performs such a review in the third quarter of each year, which includes a review of the executive compensation levels and practices at peer companies where SkyWest was above the median in enterprise value. The August 2024 review was used to set 2025 compensation levels, which are generally set in the first quarter of each year based on the prior year’s analysis. The August 2025 review was used to guide the Compensation Committee in setting 2026 executive compensation decisions. The peer group companies used in the August 2024 review that was used for context related to 2025 compensation decisions included Air Transport Services Group, Inc., Alaska Air Group, Inc., Allegiant Travel Company, ArcBest Corporation, Daseke, Inc., Forward Air Corporation, Frontier Group Holdings, Inc., Hawaiian Holdings, Inc., Hub Group, Inc., JetBlue Airways Corporation, Kirby Corporation, Knight-Swift Transportation Holdings, Inc., Landstar System, Inc., Matson, Inc., Saia, Inc., Schneider National, Inc., Spirit Airlines, Inc. and Werner Enterprises, Inc. In August 2025, for setting 2026 executive compensation, Air Transport Services Group, Inc., Daseke Inc, Frontier Airlines, and Spirit Airlines were removed from the peer group companies used in the review due to either small size or because they had been acquired. Compensation Determination. 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 Named Executives, the Compensation Committee reviews information showing the Named Executive’s current compensation, including base pay, annual cash incentive objectives, long-term, equity-based compensation objectives, and deferred compensation retirement funding. The executive compensation procedures and the Compensation Committee assessment process takes into account this individual information, as well as the industry compensation data described above, company performance, the results of the most recent say-on-pay vote, performance expected in the current and upcoming years, as well as such other factors as the Compensation Committee determines are appropriate. The Compensation Committee has the sole discretion to award compensation and make adjustments to awards based on its review of relevant information and other unusual or non-recurring items. The Company does not target specific pay levels and uses the peer company market data for context. The Company’s directors rely upon their judgment in making compensation decisions, after reviewing the factors described above. Competitive compensation paid by other companies is one of the many factors that the Company considers in assessing the reasonableness of compensation and the Company does not attempt to maintain a certain target percentile within a peer group. In 2025, the salary levels, and the target annual cash when target bonus is added to salary, of the Named Executives employed at that time (which does not include Mr. Hansen, whose salary and target bonus was established in connection with his commencement of employment) were generally below the median of the peer group. The Committee generally strives to maintain annual total direct compensation opportunities below the median of similar positions in the peer group. The total target direct compensation of the Named Executives (other than Mr. Hansen) for 2025 remained below the median of the peer group as validated by the F.W. Cook compensation study in August 2024 for the Named Executives employed at that time, except that Mr. Steel was slightly above the median to ensure internal equity and compensation parity. Target total direct compensation in 2026 has also been set according to the philosophy historically maintained by the Company. Mr. Hansen was not included in the August 2024 compensation study and his base salary was established in connection with his commencement of employment. The Company strives to achieve the optimal mix of long-term equity incentive awards and cash payments to achieve its objectives. The Company’s mix of compensation elements is designed to reward recent results, align compensation with shareholder interests and fairly compensate executives through a combination of cash and equity incentive awards. Compensation Committee Consideration of Shareholder Advisory Vote. At the Company’s Annual Meeting of Shareholders held in May 2025, the Company submitted the compensation of its named executive officers to the Company’s shareholders in a non-binding vote. The Company’s executive compensation program received the support of more than 97% of votes cast. The Compensation Committee considered the results of the 2025 vote and views the outcome as evidence of positive shareholder support of its executive compensation decisions and policies. The Compensation Committee continued to review and refine the Company’s executive compensation program during 2025 in an effort to align the compensation of the Named Executives with financial and stock price performance. The Compensation Committee will continue to review comparable company information and future shareholder voting results, including the voting results with respect to “Proposal 2—Advisory Vote on Named Executive Compensation” described in this Proxy Statement, and determine whether to make any changes to the Company’s executive compensation program in light of such data and voting results.

  32. Elements of Compensation

    | ● | Annual Cash Incentive |

  33. Elements of Compensation

    | ● | Long-Term Incentive Awards |

  34. Elements of Compensation

    The compensation components for each Named Executive for 2025 are more fully described in the following paragraphs. Salary. Salary is provided with the objective of paying for the underlying role and responsibility associated with the Named Executive’s position, which the Compensation Committee believes allows the Company to attract and retain qualified executives. The Named Executives’ salaries are set at levels that the Compensation Committee believes are generally competitive with the compensation paid to officers in similar positions at other airlines. Salary adjustments are considered annually and influenced by growth of the Company’s operations, individual performance, changes in responsibility, changes in cost of living, the philosophy about fixed versus performance-based compensation, and other factors. Messrs. Childs’, Simmons’, and Steel’s base salaries for 2025 remained the same as their respective salaries in 2024. Mr. Wooley was provided with a $7,000, or 2.7%, increase to his base salary in 2025 over his respective 2024 base salary. Mr. Hansen’s base salary was established in connection with his commencement of employment with the Company in 2025. The salaries of the Named Executives actually earned for the applicable year are set forth in the Summary Compensation Table immediately following this section. Based on the August 2024 compensation study, the salaries of all Named Executives (other than Mr. Hansen, whose salary was established in connection with his commencement of employment) in 2025 remained below a median salary level for similar positions in our peer group, with the CEO’s salary below the 25th percentile. Annual Cash Incentive. In an effort to encourage achievement of the Company’s objectives, an annual performance-based cash incentive plan is maintained for the Named Executives. The combination of salary and annual cash incentives is intended to result in a cash compensation package for each Named Executive that, when performance objectives are met, falls within market standards as determined by the Compensation Committee. Based on the August 2024 compensation study, the target annual cash opportunities from salary and the annual cash bonus program of our ongoing Named Executives (other than Mr. Hansen, whose target annual cash incentive was established in connection with his commencement of employment) remain below the median of the peers and the other regional and major air carriers in the Company’s peer group for 2025. In 2025, Mr. Child’s target annual cash incentive opportunity increased from 110% of his base salary to 125% of his base salary. Messrs. Simmons’ and Steel’s target annual cash incentive opportunity increased from 80% of their base salaries to 100% of their base salaries. There was no change in the target annual cash incentive opportunity for Mr. Wooley for 2025. The purpose of the annual cash incentive program is to reward the Named Executives with an annual cash incentive in an amount that correlates (i) in part, to one or more financial objectives achieved for the year; and (ii) in part, to the achievement of one or more specific operational objectives during the year. The 2025 target annual cash incentive opportunity was 125% of salary for Mr. Childs, 100% of salary for Messrs. Simmons and Steel, and 80% for Messrs. Wooley and Hansen, and their potential annual cash incentive opportunity was allocated by the Compensation Committee for the Named Executives between the applicable financial and operational objectives. The differing percentages for the Named Executives are due to differing entity level responsibilities. 2025 Corporate Performance Objectives. For 2025 annual incentive purposes, the Compensation Committee determined that adjusted pre-tax earnings would be the financial objective, that controllable completion and controllable on-time departures would be the operational objectives, and that ESG initiatives completed during the 2025 year would be a third objective. These are viewed as value drivers for shareholders that are also in the control of the executive team through their financial and operating decisions and leadership. The applicable pre-tax earnings objective, controllable completion objective and controllable on-time departure objective were based on the pre-tax earnings and controllable completion of the entire Company and the Company’s performance for ESG initiatives were based on a qualitative assessment by the Compensation Committee.

  35. Elements of Compensation

    | ● | 2025 Operational Objectives. A portion of the Named Executives’ annual cash incentives is based on achievement of operating objectives established at the start of the year. The Compensation Committee believes the use of operating objectives allows for consideration of operating execution and achievements that may not be reflected by corporate financial performance, but that are critical to the long-term success of the Company. For 2025, the Compensation Committee determined that the operational objectives would be tied to both controllable completion and controllable on-time departures. Controllable completion is the percentage of completed scheduled flights over which SkyWest Airlines had control, excluding cancelled flights due to uncontrollable factors such as weather. Controllable on-time departures is the percentage of flights departing the gate at or before scheduled departure time over which SkyWest Airlines had control, excluding delayed flights due to uncontrollable factors such as weather. |

  36. Elements of Compensation

    | ● | 2025 ESG Objective. A portion of the Named Executives’ annual cash incentives is based on achievement of ESG initiatives completed during the 2025 year. The Compensation Committee believes the use of an ESG objective allows for consideration of environmental and social achievements reasonably under the control of the Company given its contractual agreements with its major airline partners that may not be reflected by corporate financial performance. The performance was assessed on the Company’s successful expansion of electric ground service equipment at airports where the Company provides ramp services, and the addition of an environmental materiality assessment disclosure in its 2026 ESG report, which reflects meaningful ESG initiatives the Company can perform when considering the Company’s capacity purchase agreements with its major airline partners. |

  37. Elements of Compensation

    The Compensation Committee established threshold, target and maximum objectives for each of the financial and operational objectives. At threshold performance achievement, the Named Executives were able to earn 50% of their target annual incentive, while the maximum performance allowed by the Named Executives to earn 200% of their target annual incentive. At year-end, the Compensation Committee reviewed the adjusted pre-tax earnings, operating performance for the year and ESG initiatives completed during the year and determined the extent to which the applicable objectives were met. The actual amount of the cash incentive payment for each Named Executive is determined by the Compensation Committee based on the Company’s achievement of the foregoing objectives and the actual cash incentives paid for 2025 were based on the pre-established 2025 cash incentive formula. The table below includes the “threshold,” “target” and “maximum” objectives assigned by the Compensation Committee for the corporate performance measures for 2025 and the 2025 performance relative to those objectives for the Named Executives (dollars in millions).

  38. Elements of Compensation

    | | 2025 Annual Cash Incentive Objectives | | | | | | Weighted | | SkyWest, Inc. | Threshold | Target | Maximum | Achieved | Payout | Weight | Payout | | Adjusted Pre-Tax Earnings ($ millions) (1) | $378.0 | $442.0 | $506.0 | $507.8 | 200.0% | 65.0% | 130.0% | | Operating Objective – Controllable Completion (2) | 99.5% | 99.8% | 99.9% | 99.9% | 200.0% | 20.0% | 40.0% | | Operating Objective – Controllable On-time Departures (3) | 82.0% | 85.0% | 88.0% | 88.3% | 200.0% | 5.0% | 10.0% | | ESG Initiatives (4) | Qualitative Assessment by the Board | | | 175.0% | 175.0% | 10.0% | 17.5% | | Total Annual Cash Incentive Results (% of Target) | | | | | | | 197.5% |

  39. Elements of Compensation

    | (1) The Company achieved GAAP pre-tax earnings of $565.6 million in 2025. For purposes of the 2025 annual incentive plan payouts, the Company’s GAAP pre-tax earnings for 2025 were adjusted for net deferred revenue recognized during 2025. See Appendix A to this proxy statement on page 74 for a reconciliation of the Company’s adjusted pre-tax earnings to the most directly comparable financial measure prepared in accordance with GAAP. |

  40. Elements of Compensation

    If the achieved results relative to a performance objective were between two achievement levels, “threshold,” “target” and “maximum”, the earned achievement was determined by weighted interpolation between the applicable achievement levels. The corresponding annual cash incentive payments earned for each Named Executive based on performance during the year ended December 31, 2025, are set forth below, and were based on the Named Executive’s salary as of December 31, 2025.

  41. Elements of Compensation

    | | Target Annual Cash Incentive (% of Salary) | Target Annual Cash Incentive ($) | Total Annual Cash Incentive Results (% of Target) | Total Annual Cash Incentive (Based on Results) ($) | | Russell A. Childs | 125.0% | $743,750 | 197.5% | $1,468,906 | | Robert J. Simmons | 100.0% | $425,000 | 197.5% | $839,375 | | Wade J. Steel | 100.0% | $425,000 | 197.5% | $839,375 | | Greg S. Wooley | 80.0% | $216,000 | 197.5% | $426,600 | | Dale T. Hansen | 80.0% | $280,000 | 197.5% | $553,000 |

  42. Elements of Compensation

    Amount of 2025 Performance-Based Annual Cash Incentives. The total annual performance-based cash incentive amounts earned by the Named Executives for 2025 are included in the amounts shown in the Summary Compensation Table below under the caption heading “Non-Equity Incentive Plan Compensation.” Long-Term Incentive Awards. The Company generally grants long-term incentive awards, in the form of restricted stock units and/or performance shares, to the Named Executives annually. Long-term incentive awards are made to encourage the Named Executives to continue their engagement with the Company throughout the vesting periods of the awards and to align management and shareholder interests. In making awards to the Named Executives, the grant size and the appropriate mix of equity-based awards are considered. The Compensation Committee generally grants long-term incentive awards at its first meeting of each year. Long-term incentive awards generally vest only if the Named Executive remains employed by the Company for three years from the date of grant. The three-year cliff-vesting schedule is to assist with retaining Named Executives and to encourage the Named Executives to focus on the Company’s long-term performance. Equity incentive awards granted during 2025 accelerate vesting under certain circumstances, as described in the section Potential Payments upon Termination or Change in Control. 2025 Long-term Incentive Awards. Each Named Executive’s 2025 long-term incentive award was allocated between performance shares (70%) and time-based restricted stock units (30%). The Compensation Committee established the annual targeted long-term incentive award amounts to provide our Named Executives with competitive target total compensation when combined with the salary and target bonus that was at or below the median except that Mr. Steel was slightly above the median to ensure internal equity and compensation parity and Mr. Hansen whose target total compensation was established in connection with his commencement of employment. For 2025, the total annual targeted long-term incentive grant value was $3,055,000 for Mr. Childs, $1,080,000 for Mr. Simmons, $1,080,000 for Mr. Steel, $640,000 for Mr. Wooley and $474,000 for Mr. Hansen. The 2025 long-term incentive awards were made pursuant to the Company’s 2019 Plan, as shown in greater detail below and in the table labeled “Grants of Plan Based Awards.” The following table summarizes the 2025 performance share awards granted to the Named Executives.

  43. Elements of Compensation

    | | Time Vesting Awards | Performance Share Awards | | | Number of Restricted Stock Units | “Target” Performance Shares (1)(2) | | Russell A. Childs | 7,705 | 17,977 | | Robert J. Simmons | 2,723 | 6,354 | | Wade J. Steel | 2,723 | 6,354 | | Greg S. Wooley | 1,613 | 3,763 | | Dale T. Hansen | 1,196 | 2,790 |

  44. Elements of Compensation

    | (1) Number of performance shares if 100% of target is achieved, although the threshold earnout is 50% of target and the maximum earnout is 200% of target. |

  45. Elements of Compensation

    | (2) The “target” value at grant was converted into a "target" number of performance shares based on the share price on the grant date of $118.96. Please see the Summary Compensation Table below for the aggregate grant-date fair value of these awards, computed in accordance with ASC Topic 718. |

  46. Elements of Compensation

    2025 Restricted Stock Units. Restricted stock units were 30% of each Named Executive's 2025 long-term incentive compensation. The restricted stock units awarded to a Named Executive entitle the Named Executive to receive a designated number of shares of Common Stock upon completion of a three-year vesting period, measured from the date of grant. The RSUs have three-year cliff vesting, so until the vesting date, none of the shares underlying the restricted stock units are issued and outstanding. Accordingly, the Named Executive is not entitled to vote or receive dividends on the shares underlying his restricted stock units unless and until those restricted stock units vest. The purpose of the restricted stock unit component is to support continued employment through volatile economic and stock market conditions, to manage dilution overhang, and to align officers’ interests with maintaining shareholder value already created as well as future value creation. The Compensation Committee believes this approach mitigates the incentive for Named Executives to take unnecessary risks and helps retain the Named Executives’ expertise through continued employment. 2025 Performance Share Awards. Performance shares were 70% of each Named Executives’ 2025 long-term incentive compensation. The corporate objectives for the 2025 performance share awards for each Named Executive were based on Company-wide performance, with no subsidiary-level objectives, in order to encourage a collective focus on the creation of long-term value for the Company’s shareholders. Under the 2025 performance share awards, the Company’s performance against established performance metrics will be measured against objectives established for each of 2025, 2026 and 2027, with the resulting number of “earned” shares eligible to vest on December 31, 2027, subject to continued employment through that date. The 2025 performance share award performance metrics are based on free cash flow, adjusted operating income before depreciation and amortization (“adjusted EBITDA”), controllable completion, and controllable on-time departures for each of the performance years. For purposes of the 2025 performance share awards, free cash flow was defined as the Company's adjusted EBITDA less non-aircraft capital expenditures. Until the vesting date, the shares underlying the 2025 performance share awards are not issued and outstanding. Accordingly, the Named Executive is not entitled to vote or receive dividends on the shares underlying his performance shares unless and until those performance shares vest. (Adjusted EBITDA and free cash flow are non-GAAP measures. See Appendix A to this proxy statement on page 74 for a reconciliation of adjusted EBITDA and free cash flow to the most directly comparable financial measure prepared in accordance with GAAP.) The Compensation Committee’s philosophy for setting performance share targets is to set target awards that reflect reasonable operating and financial performance considering industry conditions and internal expectations, with maximum earnout targets that should be difficult for the Named Executives to achieve without performance that is considered outstanding. For the 2025 performance share awards, the Compensation Committee established threshold, target and maximum performance levels for each of the four corporate performance objectives, with the actual number of performance shares that will vest to be adjusted in proportion to the extent to which the combined actual results varied from the target levels of performance. The target performance goals for both adjusted EBITDA and Free Cash Flow were higher than every prior year, reflecting an expectation of growth. The performance shares are allocated 33% to pre-established goals set for each year, and then for each years’ performance, 20% to the free cash flow objective, 50% to the adjusted EBITDA objective, 20% to the controllable completion objective and 10% to the controllable on-time departures objective in determining the actual awarded performance shares payable in Common Stock. Specifically, a number of performance shares attributable to each objective according to the weightings assigned by the Compensation Committee will be earned ranging from 50% (for threshold performance) to 100% (for target performance) to 200% (for maximum performance), with performance in between such levels determined by weighted interpolation. If performance is below the threshold level for one or more of the objectives, no performance shares will be earned with respect to such objective(s). The Compensation Committee will evaluate and certify the final performance results for purposes of the 2025 performance share awards. In determining the degree to which the corporate objectives have been attained, the Company’s performance will be adjusted for unusual or non-recurring items. As a result of 2025 performance relative to the objectives, in February 2026, the Compensation Committee determined that the overall achievement percentage for the 2025 performance period of the 2025 performance share awards was 184% of target based on formulaic results compared to the goals set at grant, which percentage achievement will be included in the final determination of the vesting of these performance share awards following the end of the three-year performance period (see Appendix A to this proxy statement on page 74 for a reconciliation of certain 2025 non-GAAP financial measures used to calculate the achievement levels described below for the most directly comparable financial measures prepared in accordance with GAAP, including adjusted EBITDA and free cash flow):

  47. Elements of Compensation

    Performance Outcome of Performance Share Awards Granted in 2024. For purposes of the performance share awards granted in 2024, which are eligible to vest based on corporate performance during 2024, 2025 and 2026 and continued employment through December 31, 2026, the Compensation Committee set performance share objectives based on free cash flow, adjusted EBITDA, controllable completion, and controllable on-time departures for each of the performance years. For the 2024 performance share awards, the Compensation Committee established threshold, target and maximum performance levels for each of the four corporate performance objectives, with the actual number of performance shares that will vest to be adjusted in proportion to the extent to which the combined actual results varied from the target levels of performance. The performance shares are allocated 33% to pre-established goals set for each year, and then for each years’ performance, 40% to the free cash flow objective, 30% to the adjusted EBITDA objective, 20% to the controllable completion objective and 10% to the controllable on-time departures objective in determining the actual awarded performance shares payable in Common Stock. Specifically, a number of performance shares attributable to each objective according to the weightings assigned by the Compensation Committee will be earned ranging from 50% (for threshold performance) to 100% (for target performance) to 200% (for maximum performance), with performance in between such levels determined by interpolation. If performance is below the threshold level for one or more of the objectives, no performance shares will be earned with respect to such objective(s). The Compensation Committee will evaluate and certify the final performance results for purposes of the 2024 performance share awards. In determining the degree to which the corporate objectives have been attained, the Company’s performance will be adjusted for unusual or non-recurring items. As a result of 2025 performance relative to the objectives, in February 2026, the Compensation Committee determined that the overall achievement percentage for the 2025 performance period of the 2024 performance share awards was 200%, which percentage achievement will be included in the final determination of the vesting of these performance share awards following the end of the three-year performance period (see Appendix A to this proxy statement on page 74 for a reconciliation of certain 2025 non-GAAP financial measures used to calculate the achievement levels described below for the most directly comparable financial measures prepared in accordance with GAAP, including adjusted EBITDA and free cash flow):

  48. Elements of Compensation

    Performance Outcome of Performance Share Awards Granted in 2023. For purposes of the performance share awards granted in 2023, which were eligible to vest based on corporate performance during 2023, 2024 and 2025 and continued employment through December 31, 2025, the Compensation Committee set performance share objectives based on free cash flow, adjusted EBITDA, controllable completion, and controllable on-time departures for each of the performance years. For the 2023 performance share awards, the Compensation Committee established threshold, target and maximum performance levels for each of the four corporate performance objectives, with the actual number of performance shares that will vest to be adjusted in proportion to the extent to which the combined actual results varied from the target levels of performance. The performance shares are allocated 33.3% to each year, and then for each years’ performance, 40% to the free cash flow objective, 30% to the adjusted EBITDA objective, 20% to the controllable completion objective and 10% to the controllable on-time departures objective in determining the actual awarded performance shares payable in Common Stock. Specifically, a number of performance shares attributable to each objective according to the weightings assigned by the Compensation Committee will be earned ranging from 50% (for threshold performance) to 100% (for target performance) to 250% (for maximum performance), with performance in between such levels determined by a weighted interpolation. If performance is below the threshold level for one or more of the objectives, no performance shares will be earned with respect to such objective(s). As a result of 2025 performance relative to the objectives, in February 2026, the Compensation Committee determined that the overall achievement percentage for the 2025 performance period of the 2023 performance share awards was 250%, which percentage achievement was included in the final determination of the vesting of these performance share awards following the end of the three-year performance period (see Appendix A to this proxy statement on page 74 for a reconciliation of certain 2025 non-GAAP financial measures used to calculate the achievement levels described below for the most directly comparable financial measures prepared in accordance with GAAP, including adjusted EBITDA and free cash flow):

  49. Elements of Compensation

    The Compensation Committee certified the results of the 2023 and 2024 performance periods in February 2024 and February 2025 as previously reported in the Proxy Statement filed March 26, 2024 and the Proxy Statement filed March 25, 2025. As a result of the foregoing, in February 2026, the Named Executives vested in 250% of the target number of performance shares relative to the 2023 performance share awards as follows: Mr. Childs, 308,310 shares; Mr. Simmons, 107,238 shares; Mr. Steel, 107,238 shares; and Mr. Wooley, 63,405 shares. Long-Term Incentive Awards for 2026. For 2026, the Compensation Committee determined to allocate the grant of the long-term incentive awards to the Named Executives in the form of performance shares and restricted stock units. The long-term incentive performance metrics applicable to the performance shares granted in 2026 will be based on a free cash flow metric, an adjusted EBITDA metric, controllable completion rate and a controllable on-time departure rate. Goals were set at grant and based on three one-year measurement periods. Under the 2026 awards, the Company’s performance against these performance metrics will be measured against objectives established for each 2026, 2027 and 2028 with the resulting number of “earned” shares eligible to vest on December 31, 2028, subject to continued employment through that date. The restricted stock units granted in 2026 will vest in three equal installments, with one-third vesting on each of the grant date anniversary in 2027, 2028, and 2029. The 2026 long-term incentive awards will be eligible for accelerated vesting on terms substantially similar to the 2025 performance share awards, as described above. No one-time supplemental awards of performance cash or equity awards have been granted to the Named Executives in 2026. 2023 One-Time Supplemental Cash Performance Awards. Following the lapse of the CARES Act Limitations on April 1, 2023, the Board granted one-time supplemental performance-based cash awards to the Named Executives (other than Mr. Hansen) to provide additional operational improvement incentives focused on the execution of a short-term and long-term plan based on a recovery in block hours flown (the “2023 Cash Performance Awards”) intended to allow those Named Executives to earn a portion of the compensation that had been capped while the Company was subject to the CARES Act Limitations between 2020 and 2023. SkyWest and the airline industry generally experienced pilot attrition in 2022 and 2023, with limited pilot availability constraining SkyWest’s ability to return to pre-COVID scheduled flight levels. The 2023 Cash Performance Awards underscored the Board’s objective for the Named Executives (other than Mr. Hansen) to restore scheduled block hour production in a manner that provides short-term and long-term value for SkyWest shareholders. The 2023 Cash Performance Awards included (i) a short-term performance cash incentive, subject to the completion of certain production recovery metrics and share repurchase objectives, which was paid to the Named Executives (other than Mr. Hansen) during 2023 and 2024, and no short-term performance cash incentives were outstanding at the end of 2024, and (ii) a long-term performance cash incentive, subject to achievement of performance goals aligned with the Company’s 2023 long-term incentive awards. Long-Term Cash Performance Incentive. In May 2023, a one-time, supplemental long-term performance cash incentive (the “2023 Long-Term Cash Performance Award”) was awarded to the Named Executives (other than Mr. Hansen) in order to incentivize them to execute the block hour production recovery plan and align their interests with shareholder interests over multiple years. Under the terms of the Long-Term Cash Performance Awards, the Company’s performance towards established performance metrics was measured against the same objectives established for each of 2023, 2024 and 2025 used in the 2023 performance share awards to the Named Executives, as described above under the heading Long-Term Incentive Awards. The Long-Term Cash Performance Awards provided the Named Executives with the opportunity to earn the other one-half of the compensation that would otherwise have been paid to them during the period that the CARES Act Limitations were in effect had their compensation not been capped under such limitations. By tying the 2023 Long-Term Cash Performance Awards to new performance objectives critical to the Company’s three-year performance, these amounts were subject to the Named Executive’s achievement of operating and financial performance. A portion of the earnout of the May 2023 Long-Term Cash Performance Award was earned and paid in 2025, so it is disclosed in the Summary Compensation Table to this proxy. One-third of the Long-Term Cash Performance Award was eligible to be earned based on performance relative to the 2023 goals, one-third of the Long-Term Cash Performance Award target was eligible to be earned based on performance relative to the 2024 goals and one-third of the Long-Term Cash Performance Award target was eligible to be earned based on performance relative to the 2025 goals. The Long-Term Cash Performance Awards vested and became payable as to one-third of the award annually over the three-year period as the performance for each year was determined by the Compensation Committee, subject to continued employment through the anniversary of the grant date following completion of the applicable annual performance period. The annual payment structure of the Long-Term Cash Performance Awards, which differs than the three-year cliff vesting of the 2023 performance share awards, was determined to be appropriate given the Long-Term Cash Performance Awards were intended to provide the Named Executives (other than Mr. Hansen) with a performance-based opportunity to earn compensation that would otherwise have been paid to them during the period that the CARES Act Limitations were in effect had their compensation not been capped under such limitations. If performance was below the threshold level for one or more of the objectives, no cash amount would have been earned with respect to such objective(s). The following table summarizes the 2023 Long-Term Cash Performance Awards granted to the Named Executives (other than Mr. Hansen) during the year ended December 31, 2023.

  50. Elements of Compensation

    | | 2023 Long-Term Cash Award at Target (1) | | Russell A. Childs | $1,500,000 | | Robert J. Simmons | $500,000 | | Wade J. Steel | $500,000 | | Greg S. Wooley | $250,000 |

  51. Elements of Compensation

    | (1) Represents the total target value of the 2023 Long-Term Cash Performance Award if 100% of target is achieved in each of 2023, 2024 and 2025, although the threshold earnout is 50% of target and the maximum earnout is 250% of target. One-third of the award was eligible to be earned for each calendar year. |

  52. No Employment and Severance Agreements

    No Employment and Severance Agreements The Named Executives do not have employment, severance or change-in-control agreements, although the vesting of long-term equity incentive awards may accelerate under certain circumstances, as described below under “Elements of Compensation – Long-Term Incentive Awards.” The Named Executives serve at the will of the Board, which enables the Board to terminate the employment of any Named Executive with discretion as to the terms of any severance. This is consistent with the Company’s performance-based employment and compensation philosophy. Acceleration of Long-Term Incentive Awards. With respect to long-term incentive awards granted to the Named Executives, such awards will vest on an accelerated basis under certain circumstances. Specifically, restricted stock unit awards granted to the Named Executives will vest on an accelerated basis (i) in the event of the Named Executive’s involuntary termination without cause or resignation for good reason, or (ii) in the event of the Named Executive’s death. Performance share awards granted to the Named Executives will vest on an accelerated basis upon certain terminations of employment. In the event of the Named Executive’s death prior to a change in control, the Named Executive will vest in a number of performance shares determined as follows: (i) for any annual performance period that has ended prior to the date of death, the number of performance shares earned for such performance period will vest on the date of death (or, if later the applicable certification date of performance for such performance period); plus (ii) for any annual performance period that has not yet commenced or is incomplete as of the date of death, 33% of the “target” number of performance shares subject to the award will vest on the date of death; plus (iii) for any annual performance period that has not yet commenced or is incomplete as of the date of death, the Named Executive’s estate will remain eligible to vest in any in such number of additional performance shares as ultimately vest based on the Company’s actual performance relative to the corporate performance objectives under such award at the end of the applicable annual performance period (or, if earlier, a change in control of the Company), which vesting will occur on the applicable certification date of performance for such performance period. In the event of the Named Executive’s involuntary termination without cause or resignation for good reason, in each case prior to a change in control, the Named Executive will vest or remain eligible to vest in such number of performance shares as ultimately vest based on the Company’s actual performance relative to the corporate performance objectives under such award at the end of each applicable annual performance period (or, if earlier, a change in control of the Company), which vesting will occur on the later of the date of termination and the applicable certification date for such performance period, and be prorated for the portion of the three-year period covered by such awards that has elapsed prior to the date of termination. For purposes of the performance shares, in the event of a change in control of the Company, the performance shares will be converted into a number of “vesting eligible shares” determined as follows: (i) for any annual performance period that has commenced but has not ended as of the date of the change in control, the greater of (a) 33% of the “target” number of performance shares subject to the award, or (b) the number of performance shares that would vest if performance had been measured against the corporate performance objectives as of the date of the change in control; plus (ii) for any annual performance period that has ended prior to the date of the change in control, the vesting eligible shares as determined for such completed annual performance period; plus (iii) for any annual performance period that has not yet commenced as of the date of the change in control, 33% of the “target” number of performance shares subject to the award. Such vesting eligible shares will vest on the last day of the third calendar year in the three-year performance period applicable to such award, subject to the Named Executive’s continued employment or service through such date; provided that, in the event of the Named Executive’s death, involuntary termination without cause or resignation for good reason, in each case following a change in control, any vesting eligible shares will vest upon the date of such termination. Acceleration of 2023 Long-Term Cash Performance Awards. The 2023 Long-Term Cash Performance Awards granted to certain Named Executives will vest on an accelerated basis upon certain terminations of employment. In the event of the Named Executive’s death prior to a change in control, the Named Executive will be eligible to be paid the earned award at the time of death. In the event of the Named Executive’s involuntary termination without cause or resignation for good reason, in each case prior to a change in control, the Named Executive will vest in the earned award on the date of termination. For purposes of the 2023 Long-Term Cash Performance Awards, in the event of a change in control of the Company, the award will be converted into a fixed cash award (the “vesting eligible cash”) based on actual performance. Such vesting eligible cash will vest in May 2026, subject to the Named Executive’s continued employment or service through such date; provided that, in the event of the Named Executive’s death, involuntary termination without cause or resignation for good reason, in each case following a change in control, any vesting eligible cash will be paid upon the date of such termination.

  53. Retirement and Other Benefits

    Retirement and Other Benefits The Company and SkyWest Airlines sponsor a 401(k) retirement plan for their eligible employees, including the Named Executives. The 401(k) retirement plan is a broad based, tax-qualified retirement plan under which eligible employees, including the Named Executives, may make annual pre-tax salary reduction contributions subject to the various limits imposed under the Internal Revenue Code of 1986, as amended (the “Code”). The sponsoring employer makes matching contributions under the plan on behalf of eligible participants; however, the right of Named Executives and other officers to such matching contributions is limited. The Compensation Committee believes that maintaining the 401(k) retirement plan and providing a means to save for retirement is an essential part of a competitive compensation package necessary to attract and retain talented executives. The Company also maintains the SkyWest, Inc. 2002 Deferred Compensation Plan, a non-qualified deferred compensation plan for the benefit of officers and other highly compensated employees (the “Deferred Compensation Plan”). All of the Named Executives participate in the Deferred Compensation Plan. Under the Deferred Compensation Plan, the employer credits each Named Executive’s account with a discretionary employer contribution equal to 15% of salary and annual cash incentive. These amounts are included in the Summary Compensation Table under the column “All Other Compensation”. Additional information on the Deferred Compensation Plan is found in the section “Non-Qualified Deferred Compensation for 2025” in the Executive Compensation section below. The purpose of the Deferred Compensation Plan is to attract and retain executive talent by assisting with building retirement assets over the course of their career with the Company. The Deferred Compensation Plan also permits eligible executives, including the Named Executives, to elect in advance of each calendar year to defer up to 100% of their cash salary and annual cash incentive compensation for the year. Only Mr. Simmons elected to defer any portion of his salary or annual cash incentive for 2025. The Company and its subsidiaries do not maintain any defined benefit pension plans for the Named Executives.

  54. Equity Award Timing Policies and Practices

    Equity Award Timing Policies and Practices We do not grant equity awards in anticipation of the release of material nonpublic information and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information becomes known to the Compensation Committee before granting an equity award, the Compensation Committee will consider such information and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. In fiscal year 2025, we did not grant awards of stock options, stock appreciation rights, or similar option-like instruments to our Named Executives or our employees.

  55. Effect of Compensation on Risk

    | ● | The Company’s compensation policies and practices are designed to include a significant level of long-term compensation, which discourages short-term risk taking; |

  56. Effect of Compensation on Risk

    | ● | The base salaries and target cash incentive opportunities the Company provides to its employees are generally consistent with salaries paid for comparable positions in the Company’s industry, and provide the Company’s employees with steady income while reducing the incentive for employees to take risks in pursuit of short-term benefits; |

  57. Effect of Compensation on Risk

    | ● | The Company’s cash incentive and performance equity incentive compensation is capped at levels established by the Compensation Committee, consistent with peer data, and at which the Compensation Committee believes reduces the incentive for excessive risk-taking; |

  58. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation paid to or earned by each of the Named Executives for the years indicated.

  59. Summary Compensation Table

    | | | | | Stock Awards | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Restricted Stock Units ($)(2) | Performance Shares ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Russell A. Childs | 2025 | $595,000 | $— | $917,000 | $2,138,000 | $— | $2,718,906 | $346,246(4) | $6,715,152 | | President & CEO | 2024 | $595,000 | $— | $950,000 | $2,217,000 | $— | $3,039,365 | $415,612 | $7,216,977 | | | 2023 | $546,875 | $— | $— | $2,300,000 | $— | $2,233,375 | $467,213 | $5,547,463 | | Robert J. Simmons | 2025 | $425,000 | $— | $324,000 | $756,000 | $— | $1,256,042 | $204,437(5) | $2,965,479 | | Chief Financial Officer | 2024 | $425,000 | $— | $334,000 | $778,000 | $— | $1,086,468 | $210,831 | $2,834,299 | | | 2023 | $379,375 | $— | $— | $800,000 | $— | $1,124,000 | $275,199 | $2,578,574 | | Wade J. Steel | 2025 | $425,000 | $— | $324,000 | $756,000 | $— | $1,256,042 | $221,693(6) | $2,982,735 | | Chief Commercial Officer | 2024 | $425,000 | $— | $334,000 | $778,000 | $— | $1,086,468 | $223,184 | $2,846,652 | | | 2023 | $375,625 | $— | $— | $800,000 | $— | $1,124,000 | $251,095 | $2,550,720 | | Greg S. Wooley | 2025 | $270,000 | $— | $192,000 | $448,000 | $— | $634,933 | $116,813(7) | $1,661,746 | | EVP Operations | 2024 | $263,000 | $— | $202,000 | $471,000 | $— | $622,821 | $119,041 | $1,677,862 | | | 2023 | $235,000 | $— | $— | $473,000 | $— | $640,000 | $139,581 | $1,487,581 | | Dale T. Hansen | 2025 | $306,250 | $100,000 | $142,000 | $332,000 | $— | $553,000 | $56,104(8) | $1,489,354 | | General Counsel and Corporate Secretary | | | | | | | | | |

  60. Summary Compensation Table

    | (1) For Mr. Hansen, represents a one-time signing bonus paid to him in connection with his commencement of employment in 2025. No discretionary bonuses were awarded to the other Named Executives in 2023, 2024 or 2025. |

  61. Summary Compensation Table

    | (2) These columns show the grant date fair value of stock awards granted during the applicable fiscal year as computed under ASC Topic 718 (excluding estimates for forfeitures in case of awards with service-based vesting). With respect to the performance share awards, the grant date fair value is reported based on the probable outcome of the performance conditions as of the grant date. The maximum potential value of the performance share awards, assuming the highest level of performance achievement, is as follows: Mr. Childs, $5,750,000 (2023), $4,434,000 (2024), $4,276,000 (2025); Mr. Simmons, $2,000,000 (2023), $1,556,000 (2024), $1,512,000 (2025); Mr. Steel, $2,000,000 (2023), $1,556,000 (2024), $1,512,000 (2025); Mr. Wooley, $1,182,500 (2023), $942,000 (2024), $896,000 (2025); and Mr. Hansen, $664,000 (2025). These amounts do not reflect the extent to which the Named Executive realized or will realize an actual financial benefit from the awards. Assumptions and methodologies used in the calculation of these amounts are included in footnotes to the Company’s audited financial statements for the year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. |

  62. Summary Compensation Table

    | (3) For 2023, the amounts in this column reflect the annual cash incentive amounts earned in 2023 based on performance in that year and paid in 2024 and short-term cash performance awards granted to the Named Executives in 2023 and earned and paid in 2023. |

  63. Summary Compensation Table

    For 2024, the amounts in this column reflect the annual cash incentive amounts earned in 2024 based on performance in that year and paid in 2025, the portion of Mr. Childs’s short-term cash performance awards granted to him in 2023 and earned and paid in 2024, and the 2023 Long-Term Cash Performance Award amounts that were based on performance in 2023 and continued service through May 2024 and paid to the Named Executives in 2024. For 2025, the amounts in this column reflect the annual cash incentive amounts earned in 2025 based on performance in that year and paid in 2026 and the 2023 Long-Term Cash Performance Award amounts that were based on performance in 2024 and continued service through May 2025 and paid to the Named Executives in 2025. The annual cash incentive earned in 2025 and paid in 2026 to each Named Executive and reflected in the table above for 2025 are as follows: Mr. Childs, $1,468,906; Mr. Simmons, $839,375; Mr. Steel, $839,375; Mr. Wooley, $426,600; and Mr. Hansen, $553,000. The 2023 Long-Term Cash Performance Award amounts paid to the Named Executives during 2025, based on 2024 performance period and continued service through May 2025, and reflected in the table above for 2025 are as follows: Mr. Childs, $1,250,000; Mr. Simmons, $416,667; Mr. Steel, $416,667; and Mr. Wooley, $208,333.

  64. Summary Compensation Table

    | (4) All other compensation for Mr. Childs for 2025 included $287,753 of employer credits under the SkyWest Deferred Compensation Plan attributable to compensation earned for 2025. The remaining other compensation relates to employer-paid health insurance premiums, a personal vehicle lease and payout of excess user time. |

  65. Summary Compensation Table

    | (5) All other compensation for Mr. Simmons for 2025 included $167,431 of employer credits under the SkyWest Deferred Compensation Plan attributable to compensation earned for 2025. The remaining other compensation relates to employer-paid health insurance premiums, a personal vehicle lease and payout of excess user time. |

  66. Summary Compensation Table

    | (6) All other compensation for Mr. Steel for 2025 included $168,529 of employer credits under the SkyWest Deferred Compensation Plan attributable to compensation earned for 2025. The remaining other compensation relates to employer-paid health insurance premiums, a personal vehicle lease and payout of excess user time. |

  67. Summary Compensation Table

    | (7) All other compensation for Mr. Wooley for 2025 included $104,433 of employer credits under the SkyWest Deferred Compensation Plan attributable to compensation earned for 2025. The remaining other compensation relates to employer-paid health insurance premiums. |

  68. Summary Compensation Table

    | (8) All other compensation for Mr. Hansen for 2025 included $47,185 of employer credits under the SkyWest Deferred Compensation Plan attributable to compensation earned for 2025. The remaining other compensation relates to employer-paid health insurance premiums. |

  69. Grants of Plan-Based Awards For 2025

    Grants of Plan-Based Awards For 2025 The following table provides information about non-equity based and equity-based plan awards granted to the Named Executives for the year ended December 31, 2025:

  70. Grants of Plan-Based Awards For 2025

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards Number | All Other Stock Awards Number | Exercise Price of Option | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | of Units (#)(3) | of Options (#) | Awards ($/Share) | Awards ($)(4) | | Russell A. Childs | 4-Feb-2025(1) | $371,875 | $743,750 | $1,487,500 | | | | | | | | | | 4-Feb-2025(2) | | | | 8,989 | 17,977 | 35,954 | | | | $2,138,000 | | | 4-Feb-2025(3) | | | | | | | 7,705 | | | $917,000 | | Robert J. Simmons | 4-Feb-2025(1) | $212,500 | $425,000 | $850,000 | | | | | | | | | | 4-Feb-2025(2) | | | | 3,177 | 6,354 | 12,708 | | | | $756,000 | | | 4-Feb-2025(3) | | | | | | | 2,723 | | | $324,000 | | Wade J. Steel | 4-Feb-2025(1) | $212,500 | $425,000 | $850,000 | | | | | | | | | | 4-Feb-2025(2) | | | | 3,177 | 6,354 | 12,708 | | | | $756,000 | | | 4-Feb-2025(3) | | | | | | | 2,723 | | | $324,000 | | Greg S. Wooley | 4-Feb-2025(1) | $108,000 | $216,000 | $432,000 | | | | | | | | | | 4-Feb-2025(2) | | | | 1,882 | 3,763 | 7,526 | | | | $448,000 | | | 4-Feb-2025(3) | | | | | | | 1,613 | | | $192,000 | | Dale T. Hansen | 4-Feb-2025(1) | $81,000 | $162,000 | $324,000 | | | | | | | | | | 4-Feb-2025(2) | | | | 1,395 | 2,790 | 5,580 | | | | $332,000 | | | 4-Feb-2025(3) | | | | | | | 1,196 | | | $142,000 |

  71. Grants of Plan-Based Awards For 2025

    | (1) Amounts reflect the threshold, target and maximum amount of each Named Executive’s annual cash incentive opportunity for 2025. As described in the section entitled “Compensation Discussion and Analysis” above, the annual cash incentives payable to the Named Executives are calculated based upon the financial, operational, and ESG performance of the Company or its subsidiaries. |

  72. Grants of Plan-Based Awards For 2025

    | (2) Represents the 2025 performance share awards. Under the 2025 performance share awards, the Company’s performance under established performance metrics will be measured against objectives related to free cash flow, adjusted EBITDA, controllable completion and controllable on-time departures established for each of 2025, 2026 and 2027, with the resulting number of “earned” shares eligible to vest on December 31, 2027, subject to continued employment through that date. The Compensation Committee established threshold, target and maximum performance levels for each of the three corporate performance objectives, corresponding to 50%, 100% and 200% payout levels, with performance in between such levels determined by a weighted interpolation. The performance shares are allocated 33.3% to each performance measurement year, and then for each years’ performance, 20% to the free cash flow objective, 50% to the adjusted EBITDA objective, 20% to the controllable completion objective and 10% to the controllable on-time departures objective. For additional information on the specific terms of the 2025 performance shares, see “Long-Term Incentive Awards” in our Compensation Discussion and Analysis. |

  73. Grants of Plan-Based Awards For 2025

    | (3) Represents restricted stock unit awards that entitle the Named Executive to receive a designated number of shares of our common stock upon vesting. The restricted stock units will be eligible to vest on the third anniversary of the grant date, subject to the Named Executive’s continued employment through such date. |

  74. Grants of Plan-Based Awards For 2025

    | (4) This column shows the grant date fair value of the stock awards granted as computed under ASC Topic 718 (excluding estimates for forfeitures in case of awards with service-based vesting). With respect to the performance share awards, the grant date fair value is reported based on the probable outcome of the performance conditions as of the grant date. These amounts do not reflect the extent to which the Named Executive realized or will realize an actual financial benefit from the awards. Assumptions and methodologies used in the calculation of these amounts are included in footnotes to the Company’s audited financial statements for the year ended December 31, 2025 |

  75. Grants of Plan-Based Awards For 2025

    | which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. |

  76. Outstanding Equity Awards at Year-End

    Outstanding Equity Awards at Year-End The following table provides information on the holdings of restricted stock units and performance shares by the Named Executives as of December 31, 2025. The Named Executives did not hold stock options as of December 31, 2025.

  77. Outstanding Equity Awards at Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested (6)($) | Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Shares, Units or Other Rights That Have Not Vested (6)($) | | Russell A. Childs | 308,310(1) | $30,957,407 | | | | | 49,632(2) | $4,983,549 | 12,408(2) | $1,245,887 | | | 15,953(3) | $1,601,841 | | | | | 11,025(4) | $1,107,020 | 11,985(4) | $1,203,414 | | | 7,705(5) | $773,659 | | | | Robert J. Simmons | 107,238(1) | $10,767,768 | | | | | 17,420(2) | $1,749,142 | 4,355(2) | $437,286 | | | 5,599(3) | $562,196 | | | | | 3,897(4) | $391,298 | 4,236(4) | $425,337 | | | 2,723(5) | $273,416 | | | | Wade J. Steel | 107,238(1) | $10,767,768 | | | | | 17,420(2) | $1,749,142 | 4,355(2) | $437,286 | | | 5,599(3) | $562,196 | | | | | 3,897(4) | $391,298 | 4,236(4) | $425,337 | | | 2,723(5) | $273,416 | | | | Greg S. Wooley | 63,405(1) | $6,366,496 | | | | | 10,540(2) | $1,058,321 | 2,636(2) | $264,681 | | | 3,388(3) | $340,189 | | | | | 2,307(4) | $231,646 | 2,509(4) | $251,929 | | | 1,613(5) | $161,961 | | | | Dale T. Hansen | 1,711(4) | $171,802 | 1,860(4) | $186,763 | | | 1,196(5) | $120,090 | | |

  78. Outstanding Equity Awards at Year-End

    | (1) Represents the 2023 performance share awards. Under the 2023 performance share awards, the Company’s performance against established performance metrics was measured against objectives related to free cash flow, adjusted EBITDA, controllable completion and controllable on-time departures established for each of 2023, 2024 and 2025, with the resulting number of “earned” shares eligible to vest on December 31, 2025, subject to continued employment through that date. The Compensation Committee established threshold, target and maximum performance levels for each of the three corporate performance objectives, corresponding to 50%, 100% and 250% payout levels, with performance in between such levels determined by a weighted interpolation. The performance shares were allocated 33.3% to each performance measurement year, and then for each years’ performance, 40% to the free cash flow objective, 30% to the adjusted EBITDA objective, 20% to the controllable completion objective and 10% to the controllable on-time departures objective. For additional information on the specific terms of the 2023 performance shares, see “Long-Term Incentive Awards” in our Compensation Discussion and Analysis. |

  79. Outstanding Equity Awards at Year-End

    In February 2024, the Compensation Committee determined that the Company had achieved a 250% performance level for the portion of these awards eligible to vest based on 2023 performance, which awards remain subject to vesting based on the Named Executives’ continued employment through December 31, 2025. In February 2025, the Compensation Committee determined that the Company had achieved a 250% performance level for the portion of these awards eligible to vest based on 2024 performance, which awards remain subject to vesting based on the Named Executives’ continued employment through December 31, 2025. In February 2026, the Compensation Committee determined that the Company had achieved a 250% performance level for the portion of these awards eligible to vest based on 2025 performance. The 2023 performance share awards vested at 250% of target levels on February 7, 2026. In addition, these awards are reported in the “Number of Shares or Units of Stock” column because, as of December 31, 2025, the applicable performance objectives had been met and the vesting of the awards was subject only to the Compensation Committee’s certification of such results.

  80. Outstanding Equity Awards at Year-End

    | (2) Represents the 2024 performance share awards. Under the 2024 performance share awards, the Company’s performance against established performance metrics will be measured against objectives related to free cash flow, adjusted EBITDA, controllable completion and controllable on-time departures established for each of 2024, 2025 and 2026, with the resulting number of “earned” shares eligible to vest on December 31, 2026, subject to continued employment through that date. The Compensation Committee established threshold, target and maximum performance levels for each of the three corporate performance objectives, corresponding to 50%, 100% and 200% payout levels, with performance in between such levels determined by a weighted interpolation. The performance shares are allocated 33.3% to each performance measurement year, and then for each years’ performance, 40% to the free cash flow objective, 30% to the adjusted EBITDA objective, 20% to the controllable completion objective and 10% to the controllable on-time departures objective. For additional information on the specific terms of the 2024 performance shares, see “Long-Term Incentive Awards” in our Compensation Discussion and Analysis. |

  81. Outstanding Equity Awards at Year-End

    In February 2025, the Compensation Committee determined that the Company had achieved a 200% performance level for the portion of these awards eligible to vest based on 2024 performance, which awards remain subject to vesting based on the Named Executives’ continued employment through December 31, 2026. In February 2026, the Compensation Committee determined that the Company had achieved a 200% performance level for the portion of these awards eligible to vest based on 2025 performance, which awards remain subject to vesting based on the Named Executives’ continued employment through December 31, 2026. The portion of these awards that was earned based on 2024 and 2025 performance is reported in the “Number of Shares or Units of Stock” column because, as of December 31, 2025, the applicable performance objectives had been met for such portion of the award and the vesting of the awards remained subject only to the Compensation Committee’s certification of such results and continued employment through December 31, 2026. For the portion of these awards tied to 2026 performance, the Company has reported the number and market value of the performance shares subject to these portions of the awards based on target performance in the “Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Not Vested” column.

  82. Outstanding Equity Awards at Year-End

    | (3) Represents the 2024 restricted stock unit awards, which are scheduled to vest on February 6, 2027. |

  83. Outstanding Equity Awards at Year-End

    | (4) Represents the 2025 performance share awards. Under the 2025 performance share awards, the Company’s performance against established performance metrics will be measured against objectives related to free cash flow, adjusted EBITDA, controllable completion and controllable on-time departures established for each of 2025, 2026 and 2027, with the resulting number of “earned” shares eligible to vest on December 31, 2027, subject to continued employment through that date. The Compensation Committee established threshold, target and maximum performance levels for each of the three corporate performance objectives, corresponding to 50%, 100% and 200% payout levels, with performance in between such levels determined by a weighted interpolation. The performance shares are allocated 33.3% to each performance measurement year, and then for each years’ performance, 20% to the free cash flow objective, 50% to the adjusted EBITDA objective, 20% to the controllable completion objective and 10% to the controllable on-time departures objective. For additional information on the specific terms of the 2025 performance shares, see “Long-Term Incentive Awards” in our Compensation Discussion and Analysis. |

  84. Outstanding Equity Awards at Year-End

    In February 2026, the Compensation Committee determined that the Company had achieved a 184% performance level for the portion of these awards eligible to vest based on 2025 performance, which awards remain subject to vesting based on the Named Executives’ continued employment through December 31, 2027. The portion of these awards that was earned based on 2025 performance is reported in the “Number of Shares or Units of Stock” column because, as of December 31, 2025, the applicable performance objectives had been met for such portion of the award and the vesting of the awards remained subject only to the Compensation Committee’s certification of such results and continued employment through December 31, 2027. For the portion of these awards tied to 2026 and 2027 performance, the Company has reported the number and market value of the performance shares subject to these portions of the awards based on target performance in the “Equity Incentive Plan Awards: Number of Shares, Units or Other Rights That Have Not Vested” column.

  85. Outstanding Equity Awards at Year-End

    | (5) Represents the 2025 restricted stock unit awards, which are scheduled to vest on February 4, 2028. |

  86. Outstanding Equity Awards at Year-End

    | (6) Based on market closing price per share of our common stock of $100.41 on December 31, 2025, the last trading day of 2025. |

  87. Stock Vested

    Stock Vested Restricted stock units and performance shares that vested for the Named Executives during the year ended December 31, 2025 are outlined below (no stock options were outstanding or exercised during 2025).

  88. Stock Vested

    | | Stock Awards (1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Russell A. Childs | 175,521 | $19,890,040 | | Robert J. Simmons | 61,050 | $6,918,186 | | Wade J. Steel | 61,050 | $6,918,186 | | Greg S. Wooley | 36,096 | $4,090,399 | | Dale T. Hansen | — | $— |

  89. Stock Vested

    | (1) Includes performance shares that vested during the year ended December 31, 2025. |

  90. Non-Qualified Deferred Compensation for 2025

    Non-Qualified Deferred Compensation for 2025 Pursuant to the SkyWest Deferred Compensation Plan, covered Named Executives may elect prior to the beginning of each calendar year to defer the receipt of base salary and annual performance cash incentives earned for the ensuing calendar year. Amounts deferred are credited to an unfunded liability account maintained by the Company on behalf of the applicable Named Executive, which account is deemed invested in and earns a rate of return based upon certain notational, self-directed investment options offered under the applicable plan. Each Named Executive’s account under the SkyWest Deferred Compensation Plan is also credited with a discretionary employer contribution monthly, whether or not the Named Executive contributes. For 2025 that discretionary employer contribution was 15% of the Named Executive’s salary, annual cash incentive and short-term performance cash incentive. Participant account balances under the SkyWest Deferred Compensation Plan are fully vested and will be paid by the Company to each Named Executive upon retirement or separation from employment, or on other specified dates, in a lump sum form or in installments according to a schedule elected in advance by the Named Executive. The following table provides information regarding the SkyWest Deferred Compensation Plan for the year ended December 31, 2025:

  91. Non-Qualified Deferred Compensation for 2025

    | Name | Executive Contributions in Last Year ($)(1) | Registrant Contributions in Last Year ($)(2) | Aggregate Earnings in Last Year ($)(3) | Aggregate Withdrawals/ Distributions in Last Year ($) | Aggregate Balance at Last Year End ($)(4) | | Russell A. Childs | $— | $287,753 | $504,545 | $— | $4,763,278 | | Robert J. Simmons | $22,299 | $167,431 | $62,928 | $— | $2,060,685 | | Wade J. Steel | $— | $168,529 | $434,404 | $— | $2,961,473 | | Greg S. Wooley | $— | $104,433 | $18,146 | $— | $510,943 | | Dale T. Hansen | $— | $47,185 | $3,998 | $— | $51,183 |

  92. Non-Qualified Deferred Compensation for 2025

    | (1) The amount in this column represents the Named Executive’s deferral of base salary for 2025 and annual performance cash incentives earned for the ensuing calendar year, which deferred amounts are reported in the Summary Compensation Table above. |

  93. Non-Qualified Deferred Compensation for 2025

    | (2) The amounts in this column reflect the amounts of employer contributions credited under the applicable deferred compensation plan for 2025 at the rate of 15% of each Executive’s 2025 base salary and annual cash incentive, which was paid in 2025. The amounts reported in this column are also included in the amounts reported in the “Other Compensation” column of the Summary Compensation Table appearing above. |

  94. Non-Qualified Deferred Compensation for 2025

    | (3) The amounts in this column reflect the notational earnings during 2025 credited to each Executive’s account under the SkyWest Deferred Compensation Plan. These amounts are not reported in the Summary Compensation Table because they are based on market rates determined by reference to mutual funds that are available to participants in the SkyWest 401(k) Plan or otherwise broadly available. |

  95. Non-Qualified Deferred Compensation for 2025

    | (4) All Named Executive and Company contributions in prior years to the SkyWest Deferred Compensation Plan have been reported in the Summary Compensation Tables in the company’s previously filed proxy statements, to the extent that an executive was a named executive officer in that fiscal year. These amounts are as follows: Mr. Childs, $287,753 (2025), $354,581 (2024), and $303,875 (2023); Mr. Simmons, $167,431 (2025), $161,133 (2024), and $187,995 (2023); Mr. Steel, $168,529 (2025), $162,588 (2024), and $177,918 (2023); Mr. Wooley, $104,433 (2025), $99,562 (2024), and $105,918 (2023); and Mr. Hansen, $47,185 (2025). |

  96. Non-Qualified Deferred Compensation for 2025

    At the election of the executive, deferred amounts are invested in a selection of third-party investment funds and each executive receives the rates of return under those funds on such deferred amounts.

  97. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The information below describes and quantifies certain payments or benefits that would be payable under the existing plans and programs of the Company and its subsidiaries if a Named Executive’s employment had terminated on December 31, 2025, or the Company had undergone a change in control on December 31, 2025. These benefits are in addition to benefits generally available to all salaried employees of the Company in connection with a termination of employment, such as distributions from the 401(k) plan and accrued vacation pay. Except as noted below, the Named Executives do not have any other severance benefits, severance agreements or change in control agreements. As discussed above in the Compensation Discussion and Analysis under “Long-Term Incentive Awards” and “One-Time Supplemental 2023 Long-Term Cash Awards,” each of these awards vest on an accelerated basis under certain circumstances, but there is no single trigger accelerated vesting of such awards upon a change in control. The following table shows for each Named Executive the intrinsic value of his unvested performance shares, his unvested restricted stock units, and, with respect to all Named Executives other than Mr. Hansen, his unvested 2023 Cash Performance Award, as of December 31, 2025, the vesting or settlement of which would have been accelerated had a change in control of the Company occurred on that date and/or a termination under one of the circumstances identified below had occurred on that date, calculated in the case of performance shares and restricted stock units, by multiplying the number of underlying shares by the closing price of the Common Stock on December 31, 2025, the last trading day of 2025 ($100.41 per share).

  98. Potential Payments upon Termination or Change in Control

    | Name | Change in Control | Involuntary Termination Following a Change in Control or Death | Involuntary Termination Prior to a Change in Control | | Russell A. Childs | | | | | Restricted Stock Unit Acceleration (1) | $— | $2,375,500 | $2,375,500 | | Performance Share Acceleration (2) | $30,957,407 | $39,497,278 | $37,047,976 | | 2023 Cash Performance Award Acceleration (3) | $— | $1,250,000 | $1,250,000 | | Robert J. Simmons | | | | | Restricted Stock Unit Acceleration (1) | $— | $835,612 | $835,612 | | Performance Share Acceleration (2) | $10,767,768 | $13,770,830 | $12,908,208 | | 2023 Cash Performance Award Acceleration (3) | $— | $416,667 | $416,667 | | Wade J. Steel | | | | | Restricted Stock Unit Acceleration (1) | $— | $835,612 | $835,612 | | Performance Share Acceleration (2) | $10,767,768 | $13,770,830 | $12,908,208 | | 2023 Cash Performance Award Acceleration (3) | $— | $416,667 | $416,667 | | Greg S. Wooley | | | | | Restricted Stock Unit Acceleration (1) | $— | $502,150 | $502,150 | | Performance Share Acceleration (2) | $6,366,496 | $8,173,073 | $7,656,463 | | 2023 Cash Performance Award Acceleration (3) | $— | $208,333 | $208,333 | | Dale T. Hansen | | | | | Restricted Stock Unit Acceleration (1) | $— | $120,090 | $120,090 | | Performance Share Acceleration (2) | $— | $358,564 | $171,802 |

  99. Potential Payments upon Termination or Change in Control

    | (1) Represents the full value of the restricted stock units granted in 2024 and 2025 that would vest in each of the three enumerated scenarios. |

  100. Potential Payments upon Termination or Change in Control

    | (2) Reflects the value of the portion of the performance shares granted in 2024 and 2025 that would vest in each of the three enumerated scenarios (with the values reflected based on actual performance achievement for any completed annual performance periods and at “target” performance levels for any annual performance period that had not yet commenced at December 31, 2025). While 2023 performance shares were no longer subject to performance or service conditions at December 31, 2025, they are included in this table as the settlement of such performance shares would have accelerated (as compared to the regular settlement date in February 2026 upon Compensation Committee certification of final performance results) upon the occurrence of a change in control. The value of these 2023 performance shares are reflected in the other two columns, but no acceleration of the settlement of such awards would occur under a termination under those circumstances (and such awards would vest in February 2026 upon Compensation Committee certification of final performance results). |

  101. Potential Payments upon Termination or Change in Control

    | (3) Reflects the portion of the 2023 Long-Term Cash Performance Awards granted in 2023 that would be earned and paid in each of the three enumerated scenarios (with the values reflected based on actual performance achievement for the completed annual performance periods). |

  102. Potential Payments upon Termination or Change in Control

    Deferred Compensation. If the employment of a Named Executive were terminated on December 31, 2025, the Named Executive would have become entitled to receive the balance in his account under the applicable deferred compensation plan. Distribution would be made in the form of a lump sum or in installments, and in accordance with the distributions schedule elected by the Named Executive under the applicable plan. The 2025 year-end account balances under those plans are shown in the applicable Non-Qualified Deferred Compensation Tables included herein. A Named Executive’s account balance would continue to be credited with notational investment earnings or losses through the date of actual distribution.

  103. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our employees and the annual total compensation of Russell A. Childs, our CEO. The pay ratio included in this information is a reasonable estimate calculated in a manner that is intended to be consistent with Item 402(u) of Regulation S-K. For 2025, our last completed fiscal year:

  104. Pay Ratio Disclosure

    | ● | the median of the annual total compensation of all employees of the Company (other than the CEO) was $58,400; and |

  105. Pay Ratio Disclosure

    | ● | the annual total compensation of the CEO, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $6,715,152. |

  106. Pay Ratio Disclosure

    Based on this information, for 2025, the ratio of the annual total compensation of Mr. Childs, the CEO, to the median of the total compensation of all employees of the Company, was 115 to 1. Determining the Median Employee. The Company determined that, as of December 31, 2025, the employee population consisted of approximately 16,000 individuals. The employee workforce consists of full and part time employees. For purposes of measuring the compensation of the employees, the Company selected total annual cash compensation for 2025 as the most appropriate measure of compensation, which was consistently applied to all the employees included in the calculation. With respect to the total annual compensation of the “median employee,” the Company identified and calculated the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in the annual total compensation reflected above.

  107. Pay Versus Performance

    Pay Versus Performance Pay Versus Performance Table The table below summarizes the total compensation, compensation actually paid, and other metrics used to evaluate the Named Executives’ compensation to the Company’s performance.

  108. Pay Versus Performance

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to (Lost by) CEO ($) | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($) | Adjusted EBITDA ($) | | 2025 | $6,715,152 | $14,269,095 | $2,274,829 | $3,823,017 | $249.09 | $139.12 | $428,334 | $924,583 | | 2024 | $7,216,977 | $35,902,700 | $2,159,112 | $9,493,907 | $248.40 | $130.86 | $322,962 | $833,629 | | 2023 | $5,547,463 | $20,110,631 | $1,951,847 | $5,667,806 | $129.50 | $128.47 | $34,342 | $731,965 | | 2022 | $3,293,971 | $(917,779) | $1,200,340 | $150,606 | $40.96 | $107.00 | $72,953 | $656,419 | | 2021 | $3,258,862 | $5,158,789 | $1,199,495 | $1,698,313 | $97.49 | $126.45 | $111,910 | $785,421 |

  109. Pay Versus Performance

    | (b) The amounts in this column represents the total compensation of our chief executive officer (“CEO”), Russell A. Childs, for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025, as reported in the Summary Compensation Table included in the Executive Compensation section of this Proxy Statement. Mr. Childs was our principal executive officer for each of these years. |

  110. Pay Versus Performance

    | (c) The amounts in this column represents the total compensation actually paid to (lost by) the CEO for the years indicated, adjusting the total compensation from column (b) by the amounts in the “Adjustments” table below. |

  111. Pay Versus Performance

    | (d) The amounts in this column represents the average total compensation of our Named Executives, excluding the CEO (the “Non-CEO NEOs”), Robert J. Simmons, Wade J. Steel, Greg S. Wooley and Dale Hansen, for the fiscal year ended December 31, 2025, and Robert J. Simmons, Wade J. Steel, Greg S. Wooley and Eric J. Woodward, for each of the fiscal years ended December 31, 2021, 2022, 2023 and 2024, as reported in the Summary Compensation Table of the proxy statement filed in the applicable year. |

  112. Pay Versus Performance

    | (e) The amounts in this column represents the average total compensation actually paid to the Non-CEO NEOs for the years indicated, adjusting the total compensation from column (d) by the amounts in the “Adjustments” table below. |

  113. Pay Versus Performance

    | (f) The total shareholder return shows the cumulative total shareholder return on our common stock through the last day of each fiscal year reflected in the table above, assuming an initial investment of $100.00 on December 31, 2020, with dividends reinvested. |

  114. Pay Versus Performance

    | (g) The peer group total shareholder return shows the cumulative total shareholder return of the Nasdaq Stock Market Transportation Index through the last day of each fiscal year reflected in the table above, assuming an initial investment of $100.00 on December 31, 2020, with dividends reinvested. |

  115. Pay Versus Performance

    | (h) The amounts in this column represent the Company’s net income for the indicated years as reported in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. |

  116. Pay Versus Performance

    | (i) Although we use numerous financial performance measures for the purpose of evaluating Company performance for the compensation of the Named Executives, we have determined that adjusted EBITDA is the financial performance |

  117. Pay Versus Performance

    | measure that, in our assessment, represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used to link Company performance and Named Executive compensation for the most recently completed fiscal year. The amounts in this column represent the Company’s adjusted EBITDA for the indicated years. (Adjusted EBTIDA is a non-GAAP measure. See Appendix A to this proxy statement on page 74 for a reconciliation of adjusted EBITDA for each of the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025 to the most directly comparable financial measure for each such year prepared in accordance with GAAP.) |

  118. Pay Versus Performance

    Relationship between Compensation Actually Paid and Performance The graphs below compare the compensation actually paid to our CEO and the average of the compensation actually paid to our Non-CEO NEOs, with (i) our cumulative total shareholder return, (ii) our peer group total shareholder return, (iii) our net income, and (iv) our adjusted EBITDA, in each case, for the fiscal years ended December 31, 2021, 2022, 2023, 2024 and 2025. Relationship between Compensation Actually Paid and Total Shareholder Return Relationship between Compensation Actually Paid and Net Income Relationship between Compensation Actually Paid and Adjusted EBITDA Adjustments from Total Compensation to Compensation Actually Paid The amounts reported in the “Compensation Actually Paid to CEO” and “Average Compensation Actually Paid to Non-CEO NEOs” columns do not reflect the actual compensation paid to or realized by our CEO or our Non-CEO NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See the Summary Compensation Table for certain other compensation of our CEO and our Non-CEO NEOs for each applicable fiscal year and the Stock Vested table for the value realized by each of them upon the vesting of stock awards during 2025. The table below summarizes the adjustments made to the total compensation as reported in the Summary Compensation Table included in the Executive Compensation section of this Proxy Statement to determine the total actual compensation paid to the CEO and average Non-CEO NEOs for the years indicated as reported in the table above.

  119. Pay Versus Performance

    | | 2025 | | | Adjustments To Total Compensation | CEO | Average Non-CEO NEOs | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for year indicated | $(3,055,000) | $(818,500) | | Increase based on ASC 718 Fair Value of awards granted during year indicated that remain unvested as of the end of the indicated year (1) | 3,084,149 | 826,100 | | Increase for awards granted during prior year(s) that were outstanding and unvested as of end of the indicated year, determined based on change in ASC 718 Fair Value from the end of the prior year to the end of the indicated year (1) | 1,264,251 | 262,326 | | Increase for awards granted during a prior year that vested during the indicated year, determined based on change in ASC 718 Fair Value from the end of the prior year to the vesting date (2) | 6,260,543 | 1,278,262 | | Total adjustments | $7,553,943 | $1,548,188 |

  120. Pay Versus Performance

    | (1) The fair value of the unvested performance share awards at the end of each fiscal year reflected in the table above is determined using the Company’s estimated achievement of the performance objectives at the end of the indicated year. The Company’s assumption for each of the performance share grants in the year indicated is shown in the table below. |

  121. Pay Versus Performance

    | | Performance Period | | | | | Performance Share Performance Assumptions | 2024 | 2025 | 2026 | 2027 | | 2025 Performance Share Grant | — | 184% | 100% | 100% | | 2024 Performance Share Grant | 200% | 200% | 100% | — |

  122. Pay Versus Performance

    | (2) The fair value of the vested awards is determined by multiplying the number of shares vested by the share price on the date of vesting. |

  123. Pay Versus Performance

    Financial Performance Measures The Company considers the financial performance measures in the table below to be the most important financial performance measures used to link compensation actually paid to the Named Executives to company performance for the 2025 year.

  124. Pay Versus Performance

    | Financial Performance Measures | | Adjusted EBITDA | | Free Cash Flow | | Adjusted Pre-Tax Earnings |

  125. Pay Versus Performance

    Each of these financial performance measures is a non-GAAP measure. Adjusted EBITDA is the Company’s operating income under GAAP, excluding: depreciation expense, the impact of the recognition or reversal of deferred revenue and unbilled revenue, non-cash impairment charges, early lease termination charges and other special, non-recurring items. Free cash flow is defined as adjusted EBITDA less non-aircraft capital expenditures. Adjusted pre-tax earnings is GAAP pre-tax earnings excluding the impact of the recognition or reversal of deferred revenue on fixed cash payments received under capacity purchase agreements, unbilled revenue and other unusual non-recurring items. See Appendix A to this proxy statement on page 74 for a reconciliation of the Company’s adjusted EBITDA, adjusted pre-tax earnings and free cash flow to the most directly comparable financial measure prepared in accordance with GAAP. For additional details regarding our most important financial performance measures, please see the sections titled “Annual Cash Incentive” and “Long-Term Incentive Awards” in our Compensation Discussion and Analysis elsewhere in this Proxy Statement.

  126. DIRECTOR COMPENSATION

    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.

  127. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The table below summarizes the compensation paid by the Company to its non-employee directors for the year ended December 31, 2025.

  128. DIRECTOR COMPENSATION TABLE

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | | | | | Change in | | | | | | | | Pension Value | | | | | | | | and Deferred | | | | | Fees Earned or | | | Compensation | All Other | | | | Paid in Cash | Stock Awards | Option Awards | Earnings | Compensation | Total | | Name (1) | ($) | ($)(2) | ($) | ($) | ($) | ($) | | Smita Conjeevaram | $122,500 | $121,760 | — | — | — | $244,260 | | Derek J. Leathers | $120,000 | $121,760 | — | — | — | $241,760 | | Meredith S. Madden | $127,500 | $121,760 | — | — | — | $249,260 | | Ronald J. Mittelstaedt | $142,500 | $121,760 | — | — | — | $264,260 | | Keith E. Smith | $152,500 | $121,760 | — | — | — | $274,260 | | James L. Welch | $205,000 | $121,760 | — | — | — | $326,760 |

  129. DIRECTOR COMPENSATION TABLE

    | (1) Russell A. Childs, the CEO, President and a director of the Company, is not included in the foregoing table as he was an employee of the Company during 2025 and received no financial remuneration for his service as a director. |

  130. DIRECTOR COMPENSATION TABLE

    | (2) Represents the aggregate grant date fair market values of awards as computed under ASC Topic 718. Assumptions and methodologies used in the calculation of these amounts are included in footnotes to the Company’s audited financial statements for the year ended December 31, 2025, which are included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission. All such equity awards are fully vested and none of our non-employee directors holds, or as of December 31, 2025, held any unvested equity awards, and Ms. Conjeevaram held 3,887 DSUs (all of which were fully vested). |