Ronald Mittelstaedt
SKYWESTAbout Ronald J. Mittelstaedt
Independent director of SkyWest since 2013; age 61. He is President & CEO of Waste Connections, Inc. (founder; prior roles include Executive Chairman and earlier Chair/CEO), and holds a B.A. in Business Economics from UC Santa Barbara. He currently chairs SkyWest’s Compensation Committee and serves on the Audit, Nominating & Corporate Governance, and Safety & Compliance Committees. The Board affirms independence for all directors other than the CEO.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waste Connections, Inc. | Founder; Chair & CEO (1997–2019); Executive Chairman (2019–Apr 2023); President & CEO (Apr 2023–present) | 1997–present | Scaled to third-largest NA solid waste/recycling company; large capital equipment decision expertise cited by SKYW Board |
| Air freight industry | Early career roles | 3 years (prior to waste mgmt) | Early logistics/air freight exposure |
| RDM Positive Impact Foundation | Founder | Since 2004 | Philanthropy focused on underprivileged/at-risk children |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Waste Connections, Inc. | Director | Public company; trades on NYSE/TSX |
| Pye-Barker (Fire & Safety) | Independent Director | Described as largest U.S. commercial fire suppression install/maintenance company |
Board Governance
- Committees and roles (current): Chair, Compensation; Member, Audit; Member, Nominating & Corporate Governance; Member, Safety & Compliance.
- Independence: All directors other than the CEO are independent; all standing committees comprised solely of independent directors.
- Attendance and engagement: Board met 4 times in 2024; all directors attended at least 75% of Board/committee meetings and the 2024 annual meeting. Independent directors meet in executive session regularly, generally quarterly.
- Committee activity (2024): Audit met 8 times; Compensation met 3 times; Nominating & Corporate Governance met 5 times.
- Risk/controls: Hedging and pledging of company stock by directors is prohibited; Audit Committee conducts robust oversight (regular executive sessions with EY/internal audit, cybersecurity, ERM).
Committee Membership Snapshot (2024)
| Committee | Chair | Members |
|---|---|---|
| Audit | Keith E. Smith | Smith; Conjeevaram; Leathers; Mittelstaedt |
| Compensation | Ronald J. Mittelstaedt | Mittelstaedt; Conjeevaram; Madden; Smith |
| Nominating & Corporate Governance | Keith E. Smith | Smith; Leathers; Madden; Mittelstaedt; Welch |
| Safety & Compliance | Meredith S. Madden | Madden; Conjeevaram; Leathers; Mittelstaedt |
Fixed Compensation
2024 Director Compensation Policy (non-employee directors)
| Component | Amount |
|---|---|
| Annual cash retainer | $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 (H1/H2 2024 annualized) | Audit: $4,000 / $10,000; Compensation: $0 / $7,500; Nominating: $0 / $5,000; Safety & Compliance: $0 / $5,000 |
2024 Ronald J. Mittelstaedt – Director Compensation (paid)
| Category | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $133,125 |
| Stock Awards | $156,700 |
| Option Awards | — |
| Total | $289,825 |
Notes:
- No stock options were granted to non-employee directors in 2024.
- Non-employee directors may defer cash and equity under the Deferred Compensation Plan; only Ms. Conjeevaram elected to defer in 2024 (DSUs).
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual director stock award | Feb 6, 2024 | 2,632 | ~$156,700 | Vested shares on grant; timing changed to align with annual meeting; 2024 grants covered 2024 plus first two quarters of 2025 for continuing directors |
- Performance metrics tied to director pay: none disclosed (director equity is time/vested shares; not performance-conditioned).
- As of 12/31/24, non-employee directors held no unvested equity; Conjeevaram held fully vested 2,632 DSUs from deferral election.
Other Directorships & Interlocks
| Company | Role | Interlock/Related-Party Notes |
|---|---|---|
| Waste Connections, Inc. | Director | No Item 404 related-party transactions with SkyWest; none disclosed. |
| Pye-Barker (Fire & Safety) | Independent Director | No Item 404 related-party transactions with SkyWest; none disclosed. |
- Compensation Committee Interlocks: None; no member was an officer/employee, no Item 404 relationships; no executive officer of SKYW served on another company’s compensation committee where that company’s executive served as SKYW director.
Expertise & Qualifications
- Public company CEO experience with deep capital-intensive operations and fleet/equipment decisioning; scaled Waste Connections to industry leadership.
- Experience leading large, geographically diverse workforces; prior air freight industry exposure.
- Academic: B.A. in Business Economics, UC Santa Barbara.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Ronald J. Mittelstaedt | 11,283 | <1% | 40,621,774 shares outstanding as of Mar 6, 2025 |
Ownership alignment:
- Director stock ownership guideline: ≥5x cash component of annual base compensation; as of 12/31/24 all directors met the guideline except Mr. Leathers (new director).
- Hedging/pledging of company stock prohibited.
Say-on-Pay & Shareholder Feedback
| Item (Annual Meeting May 6, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Ronald J. Mittelstaedt | 33,176,877 | 1,116,159 | 18,855 | 2,096,631 |
| Say-on-Pay (Advisory) | 33,416,415 | 856,035 | 39,441 | 2,096,631 |
Related-Party Transactions
- Company policy requires Audit Committee review/approval of all related-person transactions; none requiring disclosure since the beginning of 2024 through proxy filing date.
Governance Assessment
- Positives: Independent director with significant public company CEO experience; chairs Compensation Committee and serves across all key committees; strong engagement (committee activity; Board attendance thresholds met); robust policies (hedging/pledging prohibited; ownership guidelines met); no related-party transactions; no comp committee interlocks.
- Watch items: Time commitments—serves as CEO of a large public company while chairing SKYW’s Compensation Committee and sitting on three additional committees; Board/committee attendance expectations were met in 2024, but continued monitoring of attendance and engagement is prudent.