Dale Hansen
SKYWESTAbout Dale Hansen
Dale T. Hansen (age 56) serves as General Counsel and Corporate Secretary of SkyWest, Inc., joining from Parr Brown Gee & Loveless in February 2025 after 26+ years advising airlines on aircraft acquisition/lease financing, maintenance agreements, and operational matters. He clerked for the Hon. Edith H. Jones (U.S. Court of Appeals, Fifth Circuit) and was an adjunct professor at BYU Law; he holds a BA in History (BYU) and a JD (summa cum laude) from J. Reuben Clark Law School. Company performance context: SkyWest’s stock rose 92% in 2024 (closing $100.13 on 12/31/24) after a 146% rise in 2023; 2024 operating highlights included $692.5M cash flow from operations, $801.6M cash/marketable securities, debt reduced by $337.7M, block hours up 13.3%, and additional aircraft under partner contracts; 2024 PSU performance metrics achieved Free Cash Flow $651M and Adjusted EBITDA $834M, driving a 250% outcome for the 2024 performance period within the 2023 PSU cycle .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Parr Brown Gee & Loveless, P.C. (Salt Lake City) | Partner | Aug 1998–Feb 2025 | Specialized airline counsel (aircraft acquisition/leases, maintenance agreements, operational issues across U.S./Canada carriers) |
| U.S. Court of Appeals, Fifth Circuit | Law Clerk to Hon. Edith H. Jones | 1995–1996 | Appellate clerkship; foundational experience in complex litigation and regulatory matters |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brigham Young University Law School | Adjunct Professor (tax and advising closely held businesses) | Not disclosed | Academic engagement; curriculum delivery in tax and closely-held advisory |
Fixed Compensation
- Public proxy filings do not disclose Mr. Hansen’s base salary, target bonus, or actual bonus; he was not a Named Executive Officer (NEO) in 2024, and no separate 8-K appointment/compensatory arrangement for 2025 was filed that provided details .
- Company compensation architecture for NEOs: salaries below peer median, with annual cash incentives and long-term incentives; no increase to target annual cash incentive opportunity for 2024 versus 2023 .
Performance Compensation
SkyWest’s current executive incentive design (context for executive officers) emphasizes financial and operational KPIs used in PSUs; 2024 outcomes within the 2023 PSU cycle:
| Metric | Weight | Threshold | Target | Maximum | Achieved | Payout | Vesting |
|---|---|---|---|---|---|---|---|
| Free Cash Flow (Adjusted EBITDA – non-aircraft capex) | 40% | $304M | $354M | $404M | $651M | Overall 250% for 2024 performance period | 3-year PSU with annual measurement; vesting after 2025 year-end subject to continued employment |
| Adjusted EBITDA | 30% | $529M | $579M | $629M | $834M | Overall 250% for 2024 performance period | 3-year PSU cycle; captain attrition modifier reduced adjusted EBITDA achievement by $14M |
| Controllable Completion | 20% | 99.6% | 99.7% | 99.8% | 99.9% | Overall 250% outcome | As above |
| Controllable On-Time Departures | 10% | 82.0% | 85.0% | 88.0% | 88.8% | Overall 250% outcome | As above |
Additional design details:
- 2024 LTI awards for NEOs were 70% PSUs / 30% RSUs (3-year cliff vesting for equity) .
- One-time Long-Term Cash Performance Awards granted in 2023 (make-whole for CARES Act caps) pay annually based on performance (2023, 2024, 2025) and vest with continued employment; 2024 portion will pay at 250% in May 2025, subject to employment .
Equity Ownership & Alignment
- Beneficial ownership table lists directors and NEOs; Mr. Hansen (joined 2025) is not included, and his personal shareholdings are not disclosed in the proxy .
- Company ownership guidelines: executives must hold stock equal to a multiple of salary (CEO 5x; other executives 3x), and must retain 50% of net after-tax shares until compliant; all NEOs met guidelines as of 12/31/2024 .
- No stock options outstanding for NEOs as of 12/31/2024; equity mix in RSUs/PSUs mitigates option-related selling pressure .
- Compensation recovery (clawback) policy adopted in 2023 applies to current and former executive officers for excess incentive-based pay in restatements .
Employment Terms
- Company disclosure: “No Employment and Severance Agreements” for NEOs; change-in-control mechanics exist for the 2023 Long-Term Cash Performance Awards (conversion to vesting-eligible cash, with installment vesting through May 2026; accelerated on death/qualifying termination post-CIC) .
- Deferred Compensation Plan: executives may defer up to 100% of salary and annual cash incentives; employer discretionary contribution equals 15% of salary and annual cash incentive (amounts reported in “All Other Compensation”); no defined benefit pension; no tax gross-ups .
- Director-level deferred compensation plan provides DSUs settlement upon separation, CIC, disability, or death; noted here for governance completeness (director example) .
Compensation Committee Analysis
- Consultant: Frederic W. Cook & Co., Inc. (F.W. Cook), assessed as independent; Committee uses peer data for context, not to target a specific percentile .
- Peer group (Aug 2023): ATSG, Alaska Air, Allegiant, ArcBest, Atlas Air, Daseke, Forward Air, Frontier, Hawaiian, Hub Group, JetBlue, Kirby, Knight-Swift, Landstar, Matson, Saia, Schneider, Spirit, Werner, Yellow; changes in Aug 2024 removed Atlas Air and Yellow for 2025 decisions .
Performance & Track Record (Company context during Mr. Hansen’s onboarding)
- 2024 achievements: debt down $337.7M to $2.7B; net debt $1.9B; $692.5M CFO; $801.6M cash/marketable securities; 0.6M shares repurchased ($43.3M) at $74.94 average; block hours +13.3%; United CRJ550 (40) and American CRJ700 (74) contracts expanded; E175 deliveries (25 in 2024); stock +92% in 2024, following +146% in 2023 .
Say-on-Pay & Shareholder Feedback
- 2024 advisory vote: >98% support for NEO compensation program .
- 2025 annual meeting voting outcomes (counts): Say-on-Pay votes for 33,416,415; against 856,035; abstain 39,441; broker non-votes 2,096,631 .
Related Party Transactions and Red Flags
- No related-party transactions requiring disclosure since the start of 2024 through the proxy date .
- No tax gross-ups; clawback policy in place; equity award timing policy avoids MNPI-related timing risk .
Investment Implications
- Compensation alignment: SkyWest’s executive program is tightly linked to FCF, adjusted EBITDA, and operational reliability KPIs, with demonstrated high payout tied to strong performance; this supports alignment and reduces mis-incentive risk around legal/operational decisions impacting performance .
- Governance and retention: Absence of employment/severance agreements for NEOs and stringent ownership/holding guidelines point to disciplined governance; Hansen’s individual compensation and ownership remain undisclosed publicly, but policies (clawback, ownership guidelines, no options) suggest lower risk of misalignment and reduced near-term selling pressure .
- Shareholder support: Very high say-on-pay approval and robust 2024–2025 operating/stock performance underpin management credibility as Hansen assumes the GC role; ongoing reliance on performance metrics in incentives implies continuation of value-creation focus .