James Welch

About James L. Welch

James L. Welch, age 70, has served on the SkyWest board since 2007 and is currently Board Chair and a member of the Nominating & Corporate Governance Committee. He is the retired CEO of YRC Worldwide, with over 40 years of senior executive experience in transportation and extensive labor relations expertise. He holds a B.S. from West Texas A&M and received its Distinguished Alumni Award in 2014 . The Board maintains a separated Chair/CEO structure with Welch as Chair and Russell Childs as CEO, emphasizing oversight and independence .

Past Roles

External Roles

Board Governance

• Roles: Board Chair; Member, Nominating & Corporate Governance Committee .
• Independence: SkyWest’s standing committees are composed solely of non-employee, independent directors under SEC and Nasdaq rules; Welch’s committee membership indicates independent status .
• Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and applicable committee meetings and attended the May 7, 2024 Annual Meeting .
• Leadership structure: Chair/CEO roles separated (Welch as Chair; Childs as CEO) to enhance oversight .
• Executive sessions: Independent directors meet in executive session regularly, generally quarterly .
• Tenure policy: No term limits; mandatory resignation at age 75 absent committee override; Welch is 70 .

Fixed Compensation

• Policy framework (2024):
  • Annual cash retainer for non-employee directors: $100,000 .
  • Board Chair fee: $100,000 .
  • Committee chair fees: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Safety & Compliance $10,000 .
  • Committee member fees (2H 2024 annualized): Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000; Safety & Compliance $5,000 (no member fees 1H 2024 for most committees; Audit members $4,000 1H 2024) .

Performance Compensation

• Equity awards for directors are not performance-based; non-employee directors received vested stock (no options) in 2024 .
• Grant detail (2024): On Feb 6, 2024, each non-employee director received 2,632 vested shares of common stock, valued at approximately $156,700 on grant date; exceptions applied to departing and newly appointed directors (not applicable to Welch) .

Other Directorships & Interlocks

• Current public company board: Schneider National (transportation) .
• Sector network: SkyWest’s board also includes Derek J. Leathers (Chairman/CEO of Werner Enterprises), indicating broad transportation sector connectivity; however, SkyWest disclosed no related-party transactions requiring disclosure for 2024–proxy date .

Expertise & Qualifications

• 40+ years of public company senior executive experience in transportation; extensive labor relations and large enterprise operational expertise .
• Education: B.S., West Texas A&M; Distinguished Alumni Award (2014) .
• Rationale for nomination: Practical leadership experience and sector depth valued by the Board .

Equity Ownership

• Ownership guidelines: Directors must hold shares valued at ≥5× the cash component of annual base compensation; all directors met guidelines at Dec 31, 2024 except a new appointee (Leathers). Welch met the guidelines .
• Pledging/Hedging: No pledging disclosed in the proxy; no related-party transactions requiring disclosure .
• Unvested awards: None for non-employee directors as of Dec 31, 2024 .

Governance Assessment

• Positives:

  • Independent Board Chair with separated Chair/CEO roles, enhancing oversight .
  • Strong attendance and engagement standards; all directors ≥75% attendance and Annual Meeting participation in 2024 .
  • Clear stock ownership guidelines (5× cash base), with Welch in compliance, supporting alignment .
  • No related-party transactions requiring disclosure in 2024–proxy date, reducing conflict risk .

• Considerations:

  • Long tenure and absence of board term limits can contribute to entrenchment risk; mandatory resignation at age 75 provides an eventual sunset, Welch is age 70 .
  • Sector interlocks (trucking/logistics) broaden network but warrant monitoring for informational interdependencies; no conflicts disclosed .

• RED FLAGS:

  • No explicit red flags disclosed for Welch in 2024–proxy date: no related-party transactions, no option repricing, no pledging, and independent status affirmed via committee composition .