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Greg Wooley

Executive Vice President, Operations (SkyWest Airlines) at SKYWESTSKYWEST
Executive

About Greg Wooley

Greg S. Wooley (age 59) is Executive Vice President Operations at SkyWest Airlines, responsible for safety, flight operations, operations control center, inflight, airport operations, customer service, and operational relationships with American, Delta, United, and Alaska. He joined SkyWest in September 2019 as VP–Airport Operations and was appointed EVP Operations in October 2020; he holds a degree in aviation management and previously served as VP–Flight Operations at ExpressJet (2016) with 26+ years of aviation leadership experience across airport services, in‑flight and maintenance training, standards, operations, and regulatory compliance . Company performance during his tenure shows strong operational recovery: 2024 total shareholder return (TSR) rose to $155.47 (value of $100 invested end‑2019), up from $81.05 in 2023 and $25.63 in 2022, alongside adjusted EBITDA of $833,629 in 2024 vs. $731,965 in 2023, with performance share outcomes certified at 250% for 2022–2024 under the 2022 awards and 200%/250% for 2024/2023 under the 2024/2023 awards, respectively .

Past Roles

OrganizationRoleYearsStrategic Impact
ExpressJet AirlinesVice President – Flight Operations2016–2019Led flight operations; oversight of regulatory compliance; built standards across training and operations
SkyWest AirlinesVice President – Airport Operations2019–2020Ran airport operations and on‑the‑ground service performance before promotion to EVP Ops

External Roles

No public company board roles or external directorships disclosed for Wooley .

Fixed Compensation

MetricFY 2022FY 2023FY 2024
Base Salary ($)$210,000 $235,000 $263,000
Target Bonus (% of Salary)Not disclosedNot disclosed80.0%
Annual Cash Incentive Earned ($)$195,000 (earned 2022, paid 2023) $640,000 (earned 2023, paid 2024) $414,488 (earned 2024, paid 2025)
All Other Compensation ($)$79,858 $139,581 $119,041 (incl. $99,562 employer credits to Deferred Comp Plan)

Performance Compensation

Annual Incentives – Structure and Results (2024)

MetricWeightingTargetActualPayoutVesting
Annual Cash Incentive (based on financial, operational, ESG)Not disclosed (Company states mix of financial, operational, ESG) $210,400 (80% of salary) Company‑wide result 197% of target $414,488 Cash, paid in 2025

Long‑Term Incentive Awards – Grants and Outcomes

AwardGrant DateMetricWeightingTargetOutcomeVesting
Performance Shares (2022 award)Feb 2022Adjusted EBITDA; Controllable Completion; Controllable On‑Time Departures34% / 33% / 33% per yearMulti‑year 2022–2024Achieved 250% for 2022, 2023, and 2024 portions; vested Feb 10, 2025 3‑year, cliff vest; vested at 250% on Feb 10, 2025
Performance Shares (2023 award)Feb 2023Free Cash Flow (40%); Adjusted EBITDA (30%); Controllable Completion (20%); Controllable On‑Time Departures (10%)40% / 30% / 20% / 10% per year7,906 target shares for Wooley in 2024 grants table is for 2024 award; 2023 awards follow same metrics 250% earned for 2023 and 2024 portions; vesting remains subject to service through Dec 31, 2025 Earned portions vest Dec 31, 2025, service‑based
Performance Shares (2024 award)Feb 4, 2024Free Cash Flow (40%); Adjusted EBITDA (30%); Controllable Completion (20%); Controllable On‑Time Departures (10%)40% / 30% / 20% / 10% per year7,906 target PSUs 200% achieved for 2024 portion; remaining tied to 2025–2026; service through Dec 31, 2026 Earned portion subject to vesting Dec 31, 2026
Restricted Stock Units (2024 award)Feb 4, 2024Time‑based3,388 RSUs; grant date fair value $202,000 N/AVest on Feb 6, 2027

Notes: Adjusted EBITDA metric included a captain attrition modifier in 2024; final adjusted EBITDA achievement level decreased by $14.0 million due to attrition adjustment .

2023 One‑Time Supplemental Cash Performance Awards

ProgramTargetEarnedPaid in 2023Paid in 2024
Short‑Term Cash Performance Award (make‑whole post‑CARES Act)$250,000 $250,000 $250,000 $0
Long‑Term Cash Performance Award (three‑year goals aligned to 2023 PSUs)$250,000 total target (one‑third each year) Earned 2023 portion and paid May 2024 at 250% ($208,333); 2024 portion certified at 250%, to be paid May 2025, subject to continued employment ($208,333) $208,333 $208,333 (scheduled May 2025, employment condition)

Equity Ownership & Alignment

ItemDetail
Security Ownership (beneficial) as of Mar 6, 202516,196 shares; <1% of 40,621,774 shares outstanding
Stock Ownership Guidelines3× salary for Named Executives; all NEOS met guidelines at Dec 31, 2024
Compliance StatusMet at Dec 31, 2024
Hedging/PledgingProhibited for officers/directors; insider trading policy also prohibits pledging
Options OutstandingNone; no stock options held as of Dec 31, 2024
Unvested Equity (as of Dec 31, 2024)RSUs: 3,388 ($339,240); PSUs (2023 award portions): 42,270 ($4,232,495) and 8,454 ($846,499); PSUs (2024 award portions): 5,271 ($527,785)
Shares Acquired on Vesting (2024)15,813 shares; value realized $938,027

Employment Terms

TermDetail
Start at SkyWestSeptember 2019 (VP–Airport Operations)
Role TenureEVP Operations since October 2020
Employment/Severance AgreementsNo employment and severance agreements for Named Executives
ClawbackCompensation recovery policy adopted in 2023; 2019 Plan awards subject to recovery upon accounting restatement
Tax Gross‑UpsNone; company has not agreed to provide gross‑ups
Change‑in‑Control / Termination Economics (intrinsic values as of Dec 31, 2024 at $100.13/share)RSU acceleration: $0 (CiC) / $339,240 (Involuntary post‑CiC or Death) / $339,240 (Involuntary pre‑CiC); PSU acceleration: $3,614,292 (CiC) / $9,748,857 (Involuntary post‑CiC or Death) / $8,374,573 (Involuntary pre‑CiC); 2023 Cash Performance Award acceleration: $0 (CiC) / $291,667 (Involuntary post‑CiC or Death) / $208,333 (Involuntary pre‑CiC)
Deferred Compensation (2024)Employer credits: $99,562; aggregate earnings: $16,677; aggregate year‑end balance: $388,364

Governance, Compensation Committee, and Shareholder Feedback

  • Compensation Committee members: Ronald J. Mittelstaedt (Chair), Smita Conjeevaram, Meredith S. Madden, Keith E. Smith .
  • 2024 Say‑on‑Pay: 98% support of votes cast; committee continues to align pay with financial and stock price performance .
  • Equity award timing practices avoid proximity to material nonpublic information; no option grants in 2024 .

Insider Transactions and Vesting‑Related Selling

DateTransactionSharesPricePost‑Transaction HoldingsSource
Feb 18, 2025Sale (multiple lots)14,545$104.28–$109.6468,737
Aug 19, 2025Sale2,000$116.8366,737

Context: 2022 performance shares vested at 250% on Feb 10, 2025; RSUs related to 2022/2023 performance achievements were issued on Feb 6, 2025, with three‑year cliff vesting mechanics, indicating February 2025 sales occurred near major vesting events .

Compensation Structure Analysis

  • Year‑over‑year mix: Cash incentives rose with operational recovery; 2024 annual cash incentive paid at 197% of target, alongside significant PSU over‑achievement (200% for 2024 awards; 250% for 2023 award 2023/2024 portions), reinforcing pay‑for‑performance linkage .
  • Equity vehicle mix: Shift to RSUs+PSUs (no options outstanding), with three‑year cliff vesting for RSUs and multi‑year PSU measurement periods—lower risk equity mix and stronger retention mechanics .
  • Discretionary bonuses: None in 2022–2024, reducing pay discretion risk .
  • Ownership alignment: 3× salary guideline met at year‑end 2024; hedging and pledging prohibited .

Investment Implications

  • Alignment: High PSU outcomes and strong TSR/Adjusted EBITDA trends indicate operational execution under Wooley’s remit; equity ownership compliance and anti‑hedging/pledging policies reduce misalignment risks .
  • Retention: Three‑year cliff vesting on RSUs and multi‑year PSU schedules create material unvested value (e.g., RSUs $339k; PSUs $4.23m+), mitigating near‑term departure risk; absence of employment/severance agreements but presence of acceleration under specified scenarios balances retention and shareholder protections .
  • Trading signals: February/August 2025 insider sales followed major vesting certifications, suggesting liquidity timing rather than adverse information; monitor for additional sales around future certification/payment dates (e.g., May 2025 long‑term cash award payouts) .