Meredith Madden
SKYWESTAbout Meredith S. Madden
Meredith S. Madden (age 51) has served on SkyWest’s Board since 2015. She is CEO of The NORDAM Group LLC (appointed 2011), with prior roles across operations, sales, strategy, and COO/President at NORDAM; earlier, she worked in M&A, corporate recovery, and financial advisory in global finance. She holds an MBA from the University of Chicago and a BS in business administration and finance from the University of Notre Dame . All standing board committees are composed solely of independent, non-employee directors under SEC and Nasdaq standards; Madden serves as Chair of the Safety & Compliance Committee and is a member of the Compensation and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The NORDAM Group LLC | Chief Executive Officer | 2011–present | Leads a global aerospace provider of composite structures and engineered solutions; employs ~2,500 across North America, Europe, and APAC . |
| The NORDAM Group LLC | COO; President; VP roles (Global Sales & Marketing; Repair Group) | 1999–2011 (progression) | Oversaw repair and manufacturing operations across U.S., Europe, and Asia; drove sales and strategic market planning . |
| Global finance (prior to NORDAM) | Senior consultant (M&A, corporate recovery, financial advisory) | Pre-1999 | Transaction and advisory experience prior to joining NORDAM . |
External Roles
| Organization | Role | Public/Private | Committee roles |
|---|---|---|---|
| NORDAM | Director | Private | Board member . |
| Somnigroup International Inc. | Director | Public | Member, Human Resources/Capital & Talent Committee . |
| Smithsonian National Air & Space Museum | Board (Emeritus Member) | Non-profit | Emeritus board status . |
Board Governance
- Committee assignments (current): Chair, Safety & Compliance; Member, Compensation; Member, Nominating & Corporate Governance .
- Committee structure: All standing committees (Audit; Compensation; Nominating & Corporate Governance; Safety & Compliance) comprise independent, non-employee directors .
- Attendance: The Board met 4 times in 2024; all directors attended at least 75% of aggregate Board and committee meetings, and the 2024 Annual Meeting .
- Compensation Committee interlocks: No member (including Madden) was an officer or employee, and no relationships requiring Item 404 disclosure were reported for 2024 .
Fixed Compensation
- 2024 Director pay program (non-employee directors):
- Annual cash retainer: $100,000.
- Committee chair fees: Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Safety & Compliance $10,000.
- Committee member fees (annualized): Audit $4,000 (H1’24) and $10,000 (H2’24); Compensation $0 (H1’24) and $7,500 (H2’24); Nominating $0 (H1’24) and $5,000 (H2’24); Safety & Compliance $0 (H1’24) and $5,000 (H2’24).
- Board Chair fee: $100,000 .
| 2024 Director Compensation (Madden) | Amount |
|---|---|
| Fees earned or paid in cash | $120,375 |
| Stock awards (grant date fair value) | $156,700 |
| Option awards | — (none granted) |
| Total | $277,075 |
Performance Compensation
| Element | Detail |
|---|---|
| Annual equity | On Feb 6, 2024, each non-employee director received 2,632 vested shares of common stock (~$156,700 value at grant). Company granted no stock options to non-employee directors in 2024 . |
| Vesting | All director equity awards outstanding as of 12/31/2024 were fully vested; no unvested awards held by non-employee directors . |
| Performance metrics | None disclosed for director equity; grants were vested shares (not PSU/option performance-based awards) . |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Somnigroup International Inc. | Director | Public company board; HR/Capital & Talent Committee member . |
| NORDAM | Director | Private aerospace supplier; no SKYW related-party transactions requiring disclosure in 2024–2025 proxy period . |
| Interlocks | — | Compensation Committee reported no interlocks or Item 404 relationships for 2024 . |
Expertise & Qualifications
- Domain expertise: Aircraft maintenance vendor planning and extensive experience with international maintenance service providers—cited as reasons for her nomination .
- Leadership: CEO of NORDAM since 2011, extensive operating leadership across multiple geographies .
- Education: MBA (University of Chicago); BS in Business Administration & Finance (University of Notre Dame) .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Mar 6, 2025) | 28,832 (less than 1% of outstanding) |
| Shares outstanding (reference for % calc) | 40,621,774 (as of Mar 6, 2025) |
| Ownership guidelines | Directors must hold shares valued at ≥5x the cash component of annual base compensation; all directors met guidelines at 12/31/2024 except Mr. Leathers (new 2024 appointee) . |
| Unvested awards at 12/31/2024 | None; all such awards were fully vested . |
| Hedging/pledging | Company policy prohibits hedging and pledging or using stock as collateral . |
Insider Trades (selected)
| Date | Filing | Security/Action | Shares | Source |
|---|---|---|---|---|
| Feb 6, 2024 (grant) | Reflected in 2025 Proxy | Director stock award: 2,632 vested common shares (~$156,700 value at grant) | 2,632 | |
| May 8, 2025 | Form 4 filed | Statement of changes in beneficial ownership (details per SEC filing) | — | https://www.sec.gov/Archives/edgar/data/1546254/000141588925012388/0001415889-25-012388-index.htm |
Governance Assessment
- Strengths: Independent director with aviation maintenance/vendor expertise; chairs Safety & Compliance; serves on Compensation and Nominating & Governance; meets stock ownership guidelines; anti-hedging/pledging policy in place; no related-party transactions disclosed; no compensation committee interlocks or Item 404 relationships reported .
- Engagement: Attended at least 75% of Board/committee meetings in 2024 (all directors met ≥75%) and attended the 2024 Annual Meeting, suggesting adequate engagement .
- Compensation alignment: Director pay mix blends cash retainer/committee fees with vested stock awards; equity grants are not performance-based (fully vested shares) which aligns interests but provides limited explicit pay-for-performance linkage at the director level; no options granted in 2024 .
- Potential conflicts: Madden is CEO and director of NORDAM (aerospace supplier), but SkyWest disclosed no related-party transactions requiring Item 404 disclosure since the beginning of 2024; Audit Committee oversees related-party transaction approval under policy .
- RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, compensation interlocks, or low attendance .
Note: Madden stood for re-election at the 2025 Annual Meeting; the Company reported director election results in a Form 8-K dated May 6, 2025 (Item 5.07) .