Robert Simmons
SKYWESTAbout Robert Simmons
Robert J. Simmons, age 62, is Chief Financial Officer of SkyWest, Inc. (SKYW) and has served as CFO since March 2015, overseeing IT, HR, risk/benefits, finance, accounting, treasury, and investor relations . He holds an MBA in finance from Northwestern’s Kellogg and a magna cum laude bachelor’s in international business from BYU . Company performance under recent disclosures shows strong pay‑for‑performance alignment: cumulative TSR index rose to 155.47 by year-end 2024, net income was $322,962, and adjusted EBITDA was $833,629 for 2024; Non‑CEO NEO compensation actually paid averaged $9,493,907 in 2024, reflecting outsized equity performance . 2024 operational highlights included debt reduction (-$337.7mm), cash from operations of $692.5mm, improved captain staffing and block hours, and stock price gains of 92% in 2024 (following +146% in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SkyWest, Inc. | Chief Financial Officer | Since Mar 2015 | Finance leadership for SKYW and subsidiaries; oversight of treasury, IR, and IT |
| Bendigo Partners | Partner | 2009–Mar 2015 | Portfolio management at tech-focused PE/consulting firm |
| E*TRADE Financial | CFO; Corporate Treasurer | — | Senior finance leadership at online brokerage |
| Oracle; Lenovo (formerly Iomega); Bank of America | Various finance/treasury leadership positions | — | 30+ years finance/treasury experience across blue-chip firms |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current external directorships disclosed for Simmons |
Fixed Compensation
| Year | Base Salary ($) | Target Annual Cash Incentive (% of Salary) | Target Annual Cash Incentive ($) | Actual Annual Cash Incentive (% of Target) | Actual Annual Cash Incentive ($) |
|---|---|---|---|---|---|
| 2024 | 425,000 | 80.0% | 340,000 | 197.0% | 669,800 |
| Year | Other Compensation ($) | Key Components |
|---|---|---|
| 2024 | 210,831 | Includes employer credits under Deferred Compensation Plan of $161,133; plus employer-paid health insurance, personal vehicle lease, personal use of Company recreational equipment, payout of excess user time |
| Deferred Compensation (2024) | Executive Contributions ($) | Registrant Contributions ($) | Aggregate Earnings ($) | Aggregate Balance at YE ($) |
|---|---|---|---|---|
| Robert J. Simmons | 21,637 | 161,133 | 154,275 | 1,808,027 |
Performance Compensation
| Year | Equity Type | Grant Date | Quantity | Grant Date Fair Value ($) | Vesting | Performance Metrics / Weights | Payout Achieved |
|---|---|---|---|---|---|---|---|
| 2024 | Performance Shares (PSU) | Feb 4, 2024 | 13,065 target | 778,000 | Earn across 2024–2026; vest Dec 31, 2026 (cont. employment) | FCF 40%; Adj. EBITDA 30%; Controllable Completion 20%; On‑Time Departures 10%; threshold 50%, target 100%, max 200% | 200% of 2024 portion, certified Feb 2025 (vesting still contingent through 12/31/2026) |
| 2024 | RSU | Feb 4, 2024 | 5,599 | 334,000 | Cliff vest Feb 6, 2027 | Time-based only | — |
| 2023 | Long-Term Cash Performance Award | May 2023 | $500,000 target | — | One-third payable annually upon performance determination (2023–2025) | Same objectives as 2023 PSUs; threshold 50%, max 250% | 2023 portion paid May 2024 at $416,667; 2024 portion to be paid May 2025 at $416,667 (subject to continued employment) |
| 2022 | Performance Shares (PSU) | 2022 | — | — | Eligible to vest Dec 31, 2024 (cont. employment) | 2024 performance weights: Adj. EBITDA 34%; Completion 33%; On‑Time Departs 33% | Achieved maximum: EBITDA $834 vs target $585; Completion 99.9% vs target 99.7%; On‑Time Departs 88.8% vs target 85.0%; overall payout 250% |
| Annual Cash Incentive Design (2024) | Threshold ($) | Target ($) | Maximum ($) | Result |
|---|---|---|---|---|
| Non‑Equity Incentive (CFO) | 170,000 | 340,000 | 680,000 | Paid $669,800 at 197% of target |
| Plan Metrics | — | — | — | Based on financial, operational, and ESG performance of Company/subsidiaries |
Multi‑Year Summary Compensation
| Metric | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Salary | 345,000 | 379,375 | 425,000 |
| RSU Grant-Value | — | — | 334,000 |
| PSU Grant-Value | 800,000 | 800,000 | 778,000 |
| Option Awards | — | — | — |
| Non‑Equity Incentive | 310,000 | 1,124,000 | 1,086,468 |
| All Other Compensation | 133,482 | 275,199 | 210,831 |
| Total Compensation | 1,588,482 | 2,578,574 | 2,834,299 |
Equity Ownership & Alignment
- Beneficial ownership: 59,681 shares; <1% of 40,621,774 shares outstanding (as of Mar 6, 2025) .
- Stock ownership guidelines: 3× salary for non‑CEO NEOs; all NEOs met guidelines at 12/31/2024; 50% post‑tax hold expectation until guidelines met .
- Hedging/pledging: Company policy prohibits hedging and pledging or using stock as collateral .
| Unvested and Performance Equity (as of 12/31/2024) | Quantity (#) | Market Value ($) |
|---|---|---|
| PSU (2022 award) — eligible based on performance through 2024 | 61,050 | 6,112,937 |
| PSU (2023 award) — not yet vested (includes target and earned portions) | 71,492 | 7,158,494 |
| PSU (2023 award) — additional tranche count | 14,298 | 1,431,659 |
| PSU (2024 award) — target portion (not yet vested) | 8,710 | 872,132 |
| PSU (2024 award) — additional tranche count | 8,710 | 872,132 |
| RSU (2024 grant) — vests Feb 6, 2027 | 5,599 | 560,628 |
| Options outstanding | 0 | — (none outstanding) |
Note: Stock options are not outstanding for NEOs as of 12/31/2024; Company did not grant stock options in 2024 .
Employment Terms
- Agreements: No employment, severance, or change‑in‑control agreements for Named Executives; serve at will of Board .
- Accelerated vesting (equity):
- RSUs: accelerate upon involuntary termination without cause or resignation for good reason, or death .
- PSUs: death prior to CoC earns completed period shares plus 33% of target for incomplete periods and retains eligibility for additional performance‑based vesting; involuntary termination/good reason prior to CoC earns prorated eligibility based on actual performance at certification; after CoC PSUs convert to “vesting eligible shares” with specific conversion rules and then vest on schedule unless death/involuntary termination/good reason post‑CoC, which accelerates vesting .
- 2023 Long‑Term Cash Awards: similar acceleration structure; converted to “vesting eligible cash” upon CoC; pays sooner upon death/involuntary termination/good reason post‑CoC .
- Clawback: Compensation recovery policy adopted in 2023 per SEC/Nasdaq standards; awards subject to recovery upon accounting restatement .
- Tax gross‑ups: Company has not agreed to provide gross‑ups/reimbursements for taxes to NEOs .
| Potential Payments if Events Occurred on 12/31/2024 | Change in Control ($) | Involuntary Termination Following CoC or Death ($) | Involuntary Termination Prior to CoC ($) |
|---|---|---|---|
| RSU Acceleration (Simmons) | — | 560,628 | 560,628 |
| PSU Acceleration (Simmons) | 6,112,937 | 16,447,354 | 14,143,563 |
| 2023 Long‑Term Cash Award Acceleration (Simmons) | — | 583,333 | 416,667 |
Governance, Peer Group, and Shareholder Signals
- Compensation Peer Group: Reviewed annually with F.W. Cook; 2023/2024 peer set included air carriers and transport/logistics firms; Atlas Air Worldwide and Yellow Corp were removed in Aug 2024 for 2025 setting .
- Pay positioning: NEO salaries and target cash opportunities below median of peers; 2023 one‑time supplemental cash awards made post‑CARES Act caps (Short‑Term and Long‑Term) .
- Say‑on‑Pay: >98% support at May 2024 Annual Meeting; Committee interpreted this as strong endorsement and continued to refine alignment .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Total Shareholder Return (Value of $100 investment) | 62.59 | 61.02 | 25.63 | 81.05 | 155.47 |
| Net Income (Loss) ($) | (8,515) | 111,910 | 72,953 | 34,342 | 322,962 |
| Adjusted EBITDA ($) | 694,489 | 785,421 | 656,419 | 731,965 | 833,629 |
Highlights (2024):
- Reduced total debt by $337.7mm to $2.7bn; net debt down to $1.9bn .
- Repurchased $43.3mm of stock (0.6mm shares at $74.94 avg); combined 2023–2024 repurchases reduced outstanding shares by 22.1% vs 12/31/2022 .
- Block hours +13.3% YoY, significant captain staffing improvement; $692.5mm cash from operations; year-end cash and marketable securities $801.6mm .
- Stock price increased 92% in 2024 (to $100.13 on 12/31/2024) after +146% in 2023 .
Investment Implications
- Pay‑for‑performance alignment is strong: Simmons’ 2022 PSU tranche paid at 250% based on 2024 achievements (Adj. EBITDA $834, Completion 99.9%, On‑Time 88.8%), and 2024 PSU’s first year certified at 200%—a signal of robust operating execution tied to financial and operational metrics (FCF, EBITDA, completion/OTP) .
- Near‑term liquidity/overhang considerations: Earned PSU portions remain subject to service vesting through Dec 31, 2026; 2024 RSUs vest Feb 6, 2027; 2023 Long‑Term Cash Award pays installments in May 2025—watch for potential insider selling pressure around certification/vesting dates despite ownership guideline holds .
- Governance risk mitigants: No employment or severance contracts (Board flexibility), formal clawback policy, anti‑hedging/pledging policy, and no tax gross‑ups indicate shareholder‑friendly structures and reduced misalignment risks .
- Ownership alignment: Simmons beneficially owns 59,681 shares (<1%); NEOs meet 3× salary ownership guidelines and must hold 50% of post‑tax shares until compliant, reducing churn risk .
- Trading signals: Our attempt to pull Form 4 transactions via the insider‑trades skill was unsuccessful due to API authorization error; rely on proxy ownership and vesting schedules for near‑term supply analysis. Monitor future Form 4s for any 10b5‑1 plan adoptions/executions and sales around vest dates.
Overall: Compensation design emphasizes multi‑year operational and financial performance with cliff vesting and post‑vesting hold expectations, supporting retention and alignment. Continued strong execution against FCF/EBITDA and operational KPIs suggests further PSU outperformance potential; however, be mindful of vest-driven selling windows and change‑in‑control mechanics (double‑trigger acceleration for PSUs/vesting‑eligible shares), which can alter payout timing in strategic events .