Eric Woodward
SKYWESTAbout Eric Woodward
Eric J. Woodward is Chief Accounting Officer at SkyWest, Inc., responsible for oversight of financial accounting, internal controls, and SEC reporting. He is a certified public accountant with bachelor’s and master’s degrees in accounting from the University of Utah and professional memberships in the AICPA and the Utah Association of CPAs . Age: 53; appointed CAO in May 2011 after serving as VP–Controller (Apr 2007–May 2011) and various accounting roles since 2004 . Pay-for-performance at SkyWest ties management incentives primarily to adjusted EBITDA, free cash flow, controllable completion, and controllable on-time departures, with strong achievement in recent cycles (e.g., 2024 PS payout for the 2024 performance portion at 200%; 2023 PS payout at 250%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SkyWest, Inc. | Chief Accounting Officer | May 2011–Present | Oversees accounting practices, internal controls, and SEC reporting, supporting finance discipline and disclosure quality . |
| SkyWest, Inc. | Vice President – Controller | Apr 2007–May 2011 | Led corporate accounting and controls, foundational for accurate financial reporting . |
| SkyWest, Inc. | Accounting roles | Apr 2004–Apr 2007 | Various capacities contributing to accounting and controls . |
| Public accounting firm | CPA | Pre-2004 | External audit/accounting experience underpinning internal control rigor . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AICPA | Member | N/A | Professional standards and peer engagement . |
| Utah Association of CPAs | Member | N/A | State-level professional engagement . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $211,000 | $235,375 | $263,000 |
| Target Annual Cash Incentive (% of Salary) | 60% | 60% | 60% |
| Target Annual Cash Incentive ($) | $126,600 | $150,000 | $157,800 |
| Annual Cash Incentive Payout (% of Target) | N/A | 195.0% | 197.0% |
| Annual Cash Incentive Paid ($) | $126,600 | $292,500 | $310,866 |
| Short-Term Cash Performance Award ($) | — | $250,000 (paid 2023) | — |
Notes:
- 2023 short-term supplemental award (one-time) designed to offset CARES Act compensation caps; Woodward earned and was paid $250,000 in 2023 .
Performance Compensation
Annual Cash Incentive Structure (2023)
| Metric | Weighting | Threshold | Target | Maximum | Actual (2023) | Payout Contribution |
|---|---|---|---|---|---|---|
| Adjusted Pre-Tax Earnings ($mm) | 65% | $0 | $52 | $122 | $282.8 | 130.0% |
| Controllable Completion (%) | 20% | 99.5 | 99.7 | 99.8 | 99.9 | 40.0% |
| Controllable On-Time Departures (%) | 5% | 82.0 | 85.0 | 88.0 | 89.4 | 10.0% |
| ESG Initiatives | 10% | Qualitative | Qualitative | Qualitative | Midpoint target–max | 15.0% |
| Total Payout (% of Target) | — | — | — | — | — | 195.0% |
Long-Term Incentive Awards (Equity)
| Year | Instrument | Metric Weights | Performance Year(s) | Achievement | Vesting |
|---|---|---|---|---|---|
| 2024 | Performance Shares | FCF 40%; Adjusted EBITDA 30%; Completion 20%; On-time 10% | 2024–2026 | 200% for 2024 portion (certified Feb 2025) | Earned portions eligible to vest Dec 31, 2026, subject to continued employment |
| 2024 | RSUs | N/A | N/A | N/A | Scheduled to vest Feb 6, 2027 |
| 2023 | Performance Shares | FCF 40%; Adjusted EBITDA 30%; Completion 20%; On-time 10% | 2023–2025 | 250% for 2023 portion (certified Feb 2024) | Earned portions eligible to vest Dec 31, 2025, subject to continued employment |
| 2022 | Performance Shares | Adjusted EBITDA 34%; Completion 33%; On-time 33% | 2022–2024 | 250% for 2022 and 2023 portions (certified Feb 2024) | Eligible to vest Dec 31, 2024, subject to continued employment |
Grants of Plan-Based Awards (Selected)
| Grant Date | Type | Threshold/Target/Max | 2023 Values |
|---|---|---|---|
| Feb 7, 2023 | Annual Cash Incentive | $75,000 / $150,000 / $300,000 | As above (paid $292,500) |
| May 2, 2023 | Short-Term Cash Performance Award | Target $250,000 | Achieved $250,000 (paid 2023) |
| May 2, 2023 | Long-Term Cash Performance Award | $125,000 / $250,000 / $625,000 (annual tranches) | 2023 tranche earned 250% ($208,333 to be paid May 2024) |
| Feb 7, 2023 | Performance Shares | 7,373 / 14,745 / 36,863 target # | 2023 portion certified at 250% |
Equity Ownership & Alignment
- Stock Ownership Policy: Executives must hold shares equal to 3x salary; hold 50% of net after-tax shares until compliant. Woodward met the ownership guideline as of Dec 31, 2023 .
- Hedging/Pledging: Prohibited for all officers/directors; pledging as collateral is not allowed .
Beneficial Ownership
| As of | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Mar 7, 2024 | 28,350 | <1% |
Vested in Period
| Year | Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|---|
| 2023 | 3,020 | $56,096 |
| 2024 | 9,194 | $545,388 |
Outstanding Equity (Year-End 2024)
| Award Type | Units Unvested (#) | Market/Payout Value ($) |
|---|---|---|
| 2022 Performance Shares (earned portions, pending settlement) | 20,985 | $2,101,228 |
| 2023 Performance Shares (earned/pending + target portions) | 24,575 | $2,460,695 |
| 2023 Performance Shares – Incentive Units | 4,915 | $492,139 |
| 2024 Performance Shares (target portions) | 3,055 | $305,897 |
| 2024 Performance Shares – Incentive Units | 3,055 | $305,897 |
| 2024 RSUs | 1,964 (vest Feb 6, 2027) | $196,655 (at $100.13) |
Employment Terms
- Employment/Severance Agreements: None; executives serve at will with no contractual severance multiples .
- Change-in-Control and Termination Treatment:
- RSUs: Accelerate upon involuntary termination without cause, resignation for good reason, or death; scheduled vest otherwise .
- Performance Shares: Convert to “vesting eligible shares” upon change-in-control based on commenced/earned/target portions; vest on original schedule, with acceleration upon death, involuntary termination without cause, or good reason post-CIC .
- Long-Term Cash Performance Awards (2023 one-time): Convert to “vesting eligible cash” on CIC; pro-rata/accelerated payments under death or qualifying termination .
- Clawback: Compensation recovery policy adopted in 2023 consistent with SEC/Nasdaq standards; 2019 LTIP awards subject to recovery upon restatement .
Potential Payments (as of Dec 31, 2024)
| Scenario | RSU Acceleration ($) | Performance Shares Acceleration ($) | 2023 Long-Term Cash Performance Award Acceleration ($) |
|---|---|---|---|
| Change in Control | — | $2,101,228 | — |
| Involuntary Termination Following CIC or Death | $196,655 | $5,665,856 | $291,667 |
| Involuntary Termination Prior to CIC | $196,655 | $4,867,820 | $208,333 |
Deferred Compensation (Selected)
| Year | Employer Contribution ($) | Aggregate Earnings ($) | Year-End Balance ($) |
|---|---|---|---|
| 2023 | $96,639 | $106,230 | $1,158,975 |
| 2024 | $84,960 | $113,474 | $1,357,409 |
Investment Implications
- Strong pay-for-performance alignment: Annual incentives and PSUs tied to operational/financial metrics (adjusted EBITDA, FCF, completion, on-time) have paid out at high levels (2023: 195% annual; PS portion 250%; 2024 PS portion 200%), indicating execution strength and likely equity award monetization over time . Cliff vesting and multi-year PSU design (with double-trigger protections) mitigate immediate sell pressure but create event-driven sensitivity around certification dates and change-in-control scenarios .
- Insider selling pressure: RSUs/PSUs scheduled vest dates (Dec 31, 2025; Dec 31, 2026; Feb 6, 2027) concentrate potential liquidity windows; however, hedging/pledging prohibitions and 3x salary ownership guidelines (met by Woodward) support alignment and reduce risk of pre-commitment sales .
- Retention risk: No fixed severance or employment contract, but substantial PSU/RSU value subject to continued employment and double-trigger protections provides meaningful retention incentive; termination/CIC tables show significant acceleration only under specified events .
- One-time cash awards (2023): CARES Act remediation created incremental cash payouts (short-term and long-term), now sunset; removal reduces future cash outflow risk but signals temporary pay inflation during recovery period .
- Governance quality: Robust clawback, anti-hedging/pledging, and ownership guidelines; say-on-pay support at >98% signals shareholder endorsement of compensation framework .