Derek Leathers
SKYWESTAbout Derek J. Leathers
Derek J. Leathers, age 55, joined SkyWest’s Board in 2024 and serves as a non-employee director on the Audit, Nominating & Corporate Governance, and Safety & Compliance Committees. He is Chairman and Chief Executive Officer of Werner Enterprises and holds an economics degree from Princeton University, with over 30 years of transportation and logistics experience and extensive labor expertise; the Board nominated him for his public-company CEO experience and sector knowledge . SkyWest states its standing committees are comprised solely of independent, non-employee directors under SEC and Nasdaq standards, indicating Leathers’ independence; all directors met at least 75% attendance in 2024 and attended the May 7, 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Werner Enterprises, Inc. | Chairman & CEO; previously held integral executive management roles | 25 years at Werner | Established Werner’s Mexico cross-border operations; oversaw asset operating group; launched Werner Global Logistics (intermodal, ocean, air, brokerage) |
External Roles
| Organization | Role | Public/Private | Committee/Position |
|---|---|---|---|
| Werner Enterprises, Inc. | Chairman & CEO | Public company (Board cited public-company CEO experience) | Chair & CEO |
| American Transportation Research Institute | Chairman | Non-profit/industry | Chairman |
| American Trucking Associations | Executive Committee | Industry association | Executive Committee member |
| Omaha Chamber of Commerce | Executive Board | Non-profit/business org | Executive Board member |
| United Way of the Midlands | Executive Committee | Non-profit | Executive Committee member |
| Creighton University | Board of Trustees | Academic | Trustee |
| PlaySmart | Founder & National Director | Non-profit | Founder & National Director |
Board Governance
- Committee assignments: Audit (member), Nominating & Corporate Governance (member), Safety & Compliance (member) .
- Committee activity: Audit met 8 times in 2024; Nominating & Corporate Governance met 5 times in 2024; board met 4 times in 2024 .
- Attendance: All directors attended at least 75% of Board and committee meetings and the 2024 Annual Meeting (May 7, 2024) .
- Independence: Standing committees are comprised solely of non-employee, independent directors under SEC/Nasdaq standards . The Audit Committee’s designated “financial expert” is Chair Keith E. Smith, not Leathers .
- Ownership guidelines: Directors must hold shares equal to ≥5x the cash component of annual base compensation; as of 12/31/2024, all directors met the guideline except Leathers (appointed May 7, 2024) .
- Board tenure/diversity: Board added new directors to refresh perspectives; Leathers was the latest addition in 2024 .
- Executive sessions and governance cadence: Independent directors meet in executive session regularly, generally quarterly .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Pro-rated for partial-year service |
| Board Chair fee | $100,000 | Annual fee |
| Audit Committee Chair fee | $20,000 | Annual |
| Compensation Committee Chair fee | $15,000 | Annual |
| Nominating & Corporate Governance Chair fee | $10,000 | Annual |
| Safety & Compliance Chair fee | $10,000 | Annual |
| Audit Committee member fees | $4,000 (1H24 annualized); $10,000 (2H24 annualized) | Member fees changed mid-year |
| Compensation Committee member fees | $0 (1H24); $7,500 (2H24 annualized) | Member fees changed mid-year |
| Nominating & Corporate Governance member fees | $0 (1H24); $5,000 (2H24 annualized) | Member fees changed mid-year |
| Safety & Compliance member fees | $0 (1H24); $5,000 (2H24 annualized) | Member fees changed mid-year |
| Derek J. Leathers – FY2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $80,000 |
| Stock Awards | $118,300 |
| Option Awards | — (none) |
| Change in Pension Value/Deferred Compensation Earnings | — |
| All Other Compensation | — |
| Total | $198,300 |
Performance Compensation
| Award Type | Shares/Units | Grant Timing | Vesting | Grant-Date Fair Value ($) | Notes |
|---|---|---|---|---|---|
| Vested Common Stock | 1,545 | On date of election to Board (appointment May 7, 2024) | Fully vested | 118,300 | Granted on election; company did not grant stock options to non-employee directors in 2024 |
| Options | — | — | — | — | No stock options to non-employee directors in 2024 |
| DSUs/Deferral | — | — | — | — | Only Ms. Conjeevaram elected to defer into DSUs in 2024; no deferral election disclosed for Leathers |
| Performance Metrics in Director Compensation (FY2024) | Status |
|---|---|
| Performance-based metrics tied to director pay (e.g., revenue, EBITDA, TSR) | Not disclosed; director equity awards were fully vested shares (time-based) |
| Clawback provisions specific to director compensation | Not disclosed in director compensation section |
| Option award repricing/modification | Not applicable (no options granted to directors in 2024) |
Other Directorships & Interlocks
| Company/Organization | Role | Interlock/Conflict Considerations |
|---|---|---|
| Werner Enterprises, Inc. | Chairman & CEO | Board notes no related-party transactions requiring disclosure since the beginning of 2024 through the proxy date; Compensation Committee disclosed no interlocks during 2024; Leathers is not a member of the Compensation Committee |
| American Transportation Research Institute | Chairman | Industry research leadership; no related-party transactions disclosed |
| American Trucking Associations | Executive Committee | Industry advocacy; no related-party transactions disclosed |
| Omaha Chamber of Commerce | Executive Board | Regional business leadership; no related-party transactions disclosed |
| United Way of the Midlands | Executive Committee | Community non-profit; no related-party transactions disclosed |
| Creighton University | Board of Trustees | Academic governance; no related-party transactions disclosed |
| PlaySmart (non-profit) | Founder & National Director | Youth development; no related-party transactions disclosed |
Expertise & Qualifications
- 30+ years in transportation/logistics and extensive labor experience; 25 years at Werner in senior roles including cross-border operations and global logistics launch .
- Economics degree from Princeton University .
- Audit Committee member; Audit Committee “financial expert” designation is held by Chair Keith E. Smith .
- Safety & Compliance and Nominating & Corporate Governance committee experience complements operational and oversight background .
Equity Ownership
| Metric | Value |
|---|---|
| Shares Beneficially Owned (as of March 6, 2025) | 1,545 |
| Ownership as % of Shares Outstanding | Less than 1% (based on 40,621,774 shares outstanding) |
| Vested vs. Unvested | No unvested equity awards held by non-employee directors as of 12/31/2024 |
| Options (exercisable/unexercisable) | None for non-employee directors in 2024 |
| Director Ownership Guideline | Required to hold ≥5x cash component of annual base compensation; Leathers not yet at guideline as of 12/31/2024 due to May 7, 2024 appointment |
Governance Assessment
- Strengths: Independent, non-employee director with multi-committee service (Audit, Nominating & Corporate Governance, Safety & Compliance), and at least 75% attendance, indicating engagement; audit oversight exposure; equity compensation aligns director interests with shareholders; no related-party transactions requiring disclosure .
- Alignment: Received vested stock on election (1,545 shares; $118,300), consistent with SkyWest’s director equity program; ownership guidelines require 5x cash base compensation—Leathers was not yet in compliance at year-end given his May 7, 2024 appointment (expected transition period) .
- Potential watchpoints: Dual role as Chairman & CEO of Werner (public company) implies significant external time demands; however, attendance met the ≥75% threshold and he serves on three committees, mitigating concern on near-term engagement . Not designated as the Audit Committee financial expert (role is held by the chair), which is typical but clarifies expertise allocation within the committee .
- Red flags: None evident in the proxy—no related-party transactions disclosed; no option grants or repricing for non-employee directors; Compensation Committee reported no interlocks during 2024 .