Smita Conjeevaram
SKYWESTAbout Smita Conjeevaram
Independent director of SkyWest, Inc. since 2021, age 64. She serves on the Audit, Compensation, and Safety & Compliance Committees. A former Deputy CFO of Fortress Investment Group’s Credit Funds and CFO of Fortress’s Credit Hedge Funds, she brings 25+ years in finance with nearly a decade at Big 4 firms (including PwC). The Board cites her global financial expertise and growth management experience as key qualifications.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortress Investment Group – Credit Funds | Deputy CFO | Prior to 2021 (exact dates not disclosed) | Senior finance leadership for large alternative asset manager |
| Fortress Investment Group – Credit Hedge Funds | CFO | Prior to 2021 (exact dates not disclosed) | Oversight of hedge fund finance and controls |
| PricewaterhouseCoopers LLP (Big 4) | Public Accounting (Auditor) | Part of “nearly a decade at two Big 4 firms” (dates not disclosed) | Foundational audit/accounting expertise |
External Roles
| Company | Role | Committees / Chair Positions |
|---|---|---|
| SS&C Technologies, Inc. (SSNC) | Director | Audit Committee Chair |
| McGrath Rentcorp (MGRC) | Director | Audit Committee Member; Nominating & Governance Committee Chair |
| WisdomTree Investments, Inc. (WETF) | Board Chair | Compensation Committee Member |
Board Governance
- Committee assignments (SKYW): Audit; Compensation; Safety & Compliance (non-chair). All standing committees consist solely of non-employee, independent directors under SEC and Nasdaq standards.
- Committee chairs (SKYW): Audit—Keith E. Smith; Compensation—Ronald J. Mittelstaedt; Nominating & Corporate Governance—Keith E. Smith; Safety & Compliance—Meredith S. Madden.
- Meetings/attendance: Board met 4x in 2024; Audit met 8x; Compensation met 3x; Nominating & Corporate Governance met 5x. All directors attended at least 75% of aggregate Board/committee meetings and the 2024 annual meeting. Independent directors meet in executive session regularly, generally quarterly.
- Independence and conflicts: Compensation Committee members (including Ms. Conjeevaram) were not officers/employees and had no relationships requiring Item 404 disclosure; no related-party transactions requiring disclosure since 1/1/2024.
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 117,875 | 156,700 | — | — | 274,575 |
- Deferred compensation election: She was the only director to participate in the Deferred Compensation Plan for Non-Employee Directors during 2024, electing to defer her February 2024 RSUs into DSUs; DSUs related to deferred cash are fully vested and settle upon separation/CIC/disability/death per plan terms.
Performance Compensation
| Performance Metric Tied to Director Pay | Disclosed? | Notes |
|---|---|---|
| Performance-vested equity for directors | No | All non-employee director equity awards were fully vested; no unvested equity outstanding as of 12/31/2024. |
| Stock options for directors (2024 grants) | No | Option Awards column shows none for directors. |
| Clawback provisions applicable to director equity | Not disclosed | Not specified for directors in the proxy. |
Other Directorships & Interlocks
- Compensation Committee interlocks/insider participation: During 2024, no member (including Ms. Conjeevaram) was an officer/employee; no relationships requiring Item 404; no cross-company committee interlocks disclosed.
Expertise & Qualifications
- Financial leadership: Former Deputy CFO (Fortress Credit Funds) and CFO (Fortress Credit Hedge Funds); 25+ years in finance.
- Audit/accounting: Nearly a decade at Big 4 (including PwC); extensive financial reporting and controls experience.
- Board leadership breadth: External roles include Audit Chair (SSNC), N&G Chair (MGRC), and Board Chair (WisdomTree).
Equity Ownership
| Item | Detail |
|---|---|
| Beneficially owned shares (as of 3/6/2025) | 10,644; less than 1% of outstanding (40,621,774 shares outstanding). |
| DSUs held (as of 12/31/2024) | 2,632 DSUs, fully vested. |
| Ownership guidelines | Directors must hold at least 5x the cash component of annual base compensation; all directors met this as of 12/31/2024 (except a new 2024 appointee). |
| Pledging/hedging | Not disclosed. |
Governance Assessment
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Strengths
- Independent director serving on key oversight committees (Audit, Compensation, Safety & Compliance); strong attendance culture (≥75% for all directors) and structured committee cadence (Audit 8x; Comp 3x; NCG 5x; Board 4x), with regular independent executive sessions. These factors support robust oversight and engagement.
- Deep finance/audit background and external governance leadership (Audit Chair at SSNC; N&G Chair at MGRC; Board Chair at WisdomTree) bolster audit and compensation oversight at SKYW.
- Shareholder alignment signals: She elected to defer director equity into DSUs; directors must maintain 5x cash retainer in stock and are in compliance (except a new appointee).
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Potential watch items
- Workload bandwidth: Three other public boards with two chair roles (SSNC Audit Chair; MGRC N&G Chair) and one board chair role (WisdomTree) could increase time commitments; monitor attendance and engagement, though 2024 attendance thresholds were met.
- Director equity structure: All director equity fully vested as of year-end; absence of vesting schedules/performance linkage may modestly reduce long-term retentive/at-risk features for directors compared to time/performanced-vested structures at some peers.
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Broader governance context
- No related-party transactions requiring disclosure and no Compensation Committee interlocks disclosed for 2024—low conflict indicators.
- Say-on-Pay support exceeded 98% at the 2024 annual meeting, indicating strong investor confidence in compensation governance.