Keith Smith
SKYWESTAbout Keith E. Smith
Keith E. Smith (age 64) has served as an independent director of SkyWest, Inc. since 2013. He is President and CEO of Boyd Gaming Corporation and is designated by the SkyWest Board as an “audit committee financial expert.” He holds a bachelor’s degree in Accounting from Arizona State University and has chaired the Los Angeles Branch of the Federal Reserve Bank of San Francisco (2012–2014), among other industry leadership roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boyd Gaming Corporation | Chief Operating Officer | 2001 | Senior operating leadership prior to CEO appointment |
| Boyd Gaming Corporation | President & Director | 2005 | Elevated to top leadership, Board member |
| Boyd Gaming Corporation | Chief Executive Officer | 2008–present | Leads a large, multi-state casino enterprise; NYSE-listed |
| Federal Reserve Bank of San Francisco (Los Angeles Branch) | Chair | 2012–2014 | Financial oversight and regional economic leadership |
| American Gaming Association | Chair | N/A | Industry advocacy and standards leadership |
| Nevada Resort Association | Chair | N/A | Sector trade association leadership |
| Las Vegas Convention & Visitors Authority | Vice Chair | 2005–2011 | Regional tourism and economic development oversight |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Boyd Gaming Corporation | President, CEO, and Director | Public company | 29 operations in 11 states; >16,000 employees; NYSE-listed |
Board Governance
- Committee assignments: Chair, Audit Committee; Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee .
- Audit Committee financial expert designation: The Board has determined Mr. Smith is an “audit committee financial expert” under Item 407(d)(5)(ii) of Regulation S-K .
- Independence: All directors other than the CEO are independent under SEC and Nasdaq standards; standing committees are comprised entirely of independent directors .
- Attendance: Board met four times in 2024; all directors attended at least 75% of aggregate Board and committee meetings and the 2024 Annual Meeting (May 7, 2024) .
- Committee activity levels (2024): Audit (8 meetings), Compensation (3), Nominating & Corporate Governance (5), Safety & Compliance (2) .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Non-employee directors; pro-rated for partial-year service |
| Audit Committee Chair fee | $20,000 | Annual fee |
| Nominating & Corporate Governance Chair fee | $10,000 | Annual fee |
| Compensation Committee member fee (2H24 annualized) | $7,500 | No fee 1H24; applies to 2H24 |
| Audit Committee member fee (2H24 annualized) | $10,000 | $4,000 in 1H24; $10,000 in 2H24 |
| Board Chair fee (not applicable to Smith) | $100,000 | Separate fee for Board Chair |
| Keith E. Smith—Fees Earned/Paid in Cash (Total) | $141,875 | Actual FY 2024 cash compensation |
Performance Compensation
| Grant Date | Award Type | Shares | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Feb 6, 2024 | Vested Common Stock | 2,632 | Fully vested at grant | ~$156,700 (based on grant-date price) |
| FY 2024—Options | None | — | — | Company did not grant stock options to non-employee directors in 2024 |
The Board aligned director grant timing with the annual meeting; 2024 awards covered 2024 and the first two quarters of 2025 for directors expected to serve through May 2025 .
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlocks/Conflicts |
|---|---|---|---|
| Boyd Gaming Corporation | President, CEO, Director | N/A | Casino entertainment; no SkyWest related-party transactions disclosed 2024–proxy date |
Expertise & Qualifications
- Accounting and financial oversight: Accounting degree; designated audit committee financial expert; extensive oversight of financial reporting, controls, and risk .
- Large enterprise leadership: Decades of executive leadership managing large, multi-state operations and workforces .
- Governance experience: Chairs Audit and Nominating & Corporate Governance at SkyWest; leadership roles in Fed and industry associations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Ownership Guidelines Compliance |
|---|---|---|---|
| Keith E. Smith | 21,283 | ~0.05% (21,283 / 40,621,774) | Directors must hold ≥5x cash base compensation; all directors met guidelines at 12/31/2024 except Mr. Leathers (appointed 2024) |
- Hedging/pledging: Company policy prohibits hedging and pledging of Company stock by officers and directors .
Governance Assessment
-
Strengths
- Independent director with dual chair roles (Audit and Nominating & Corporate Governance), bringing deep financial oversight and governance rigor .
- Audit committee financial expert designation; active committee cadence (Audit met 8x) and documented oversight of financial reporting, controls, ERM, cyber, and whistleblower hotline .
- Strong attendance disclosure; all directors met meeting participation thresholds and attended the annual meeting .
- Alignment mechanisms: meaningful equity grants (fully vested shares), ownership guidelines met, and anti-hedging/pledging policy .
-
Potential Risks/Considerations
- Workload: Concurrent CEO role at Boyd Gaming may present time-capacity considerations; however, no attendance issues are disclosed and committee activity appears robust .
- Concentration of oversight: Dual chair roles (Audit and Nominating & Corporate Governance) centralize influence; balanced by fully independent committee composition and annual Board/committee evaluations .
- Related-party exposure: Company reports no related-party transactions requiring disclosure since the start of 2024 through the proxy date—clean signal .
-
Signals affecting investor confidence
- Audit Committee Report evidences active oversight (PCAOB matters, independence discussions, ICFR, ERM, cyber); recommended inclusion of audited financials in 2024 10-K, approved by Board .
- Director compensation structure is straightforward (cash retainer + vested equity; no options), and ownership guidelines are enforced—supports alignment .