Wade Steel
SKYWESTAbout Wade Steel
Wade J. Steel is Chief Commercial Officer (CCO) of SkyWest, Inc. (SKYW), age 49. He oversees contractual relationships with American, Delta, United, and Alaska; new business development; financial planning; fleet management; maintenance; and plays a vital role in strategic planning. He joined SkyWest in March 2007, was VP–Controller in 2011, served as Executive Vice President and acting CFO from May 2014 to March 2015, and became CCO in March 2015. He holds bachelor’s and master’s degrees in accounting from Brigham Young University, is a member of the AICPA, and sits on the boards of Contour Airlines and Saint George Regional Hospital . Company pay-versus-performance benchmarking shows 2024 TSR at 155.47, net income of $322,962, and adjusted EBITDA of $833,629, framing the performance context for incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SkyWest, Inc. | Director, Financial Planning & Analysis | 2007–2011 | Financial planning foundation for commercial strategy |
| SkyWest Airlines | Vice President – Controller | 2011–2014 | Led controllership; supported finance operations |
| SkyWest, Inc. | Executive Vice President & acting CFO | 2014–2015 | Oversaw finance, treasury, investor relations, and IT |
| SkyWest, Inc. | Chief Commercial Officer | 2015–present | Owns partner contracts, fleet/maintenance, FP&A, growth strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Contour Airlines | Director | Not disclosed | Industry insight; network synergies |
| Saint George Regional Hospital | Director | Not disclosed | Regional ecosystem and stakeholder engagement |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $335,000 | $375,625 | $425,000 |
| All Other Compensation ($) | $129,352 | $251,095 | $223,184 |
| Total Compensation ($) | $1,564,352 | $2,550,720 | $2,846,652 |
- 2024 “All Other Compensation” for Steel includes $162,588 of employer credits under the SkyWest Deferred Compensation Plan (15% of salary and annual cash incentive credited), plus employer-paid health insurance, personal vehicle lease, and personal use of Company recreational equipment .
- Executive salaries were increased in 2024 versus 2023 due to CARES Act limitations lifting (Steel +13%); salaries remain below median peer levels (Steel slightly above median for internal equity) .
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Target Bonus (% of Salary) | Target ($) | Results (% of Target) | Payout ($) |
|---|---|---|---|---|
| 2024 Annual Cash Incentive | 80.0% | $340,000 | 197.0% | $669,800 |
- Annual cash incentives are tied to financial, operational, and ESG performance of the Company or subsidiaries .
Equity Awards (2024 Grants)
| Grant Type | Grant Date | Units | Grant Date Fair Value ($) | Vesting | Performance Metrics & Weighting |
|---|---|---|---|---|---|
| RSUs | Feb 4, 2024 | 5,599 | $334,000 | RSUs vest Feb 6, 2027 | Time-based; no metrics |
| Performance Shares (Target) | Feb 4, 2024 | 13,065 | $778,000 | Earn over 2024–2026; vest Dec 31, 2026 (cliff) | FCF 40%, Adjusted EBITDA 30%, Controllable Completion 20%, Controllable On-Time Departures 10%; threshold 50%, max 200% |
- In Feb 2025, the Company certified 200% achievement for the 2024 portion of the 2024 PS awards (subject to continued employment through 12/31/2026) .
Performance Shares (Prior Grants, Outcomes)
| Grant Year | Structure | Outcome |
|---|---|---|
| 2022 PS Awards | Three one-year measurements (2022–2024); weights: Adjusted EBITDA 34%, Controllable Completion 33%, Controllable On-Time Departures 33%; vest at end of 2024 with certification | Certified at 250% for 2022 and 2023 portions (Feb 2024); certified at 250% for 2024 portion (Feb 2025); vested Feb 10, 2025 at 250% of target |
| 2023 PS Awards | Three one-year measurements (2023–2025); weights per year: FCF 40%, Adjusted EBITDA 30%, Controllable Completion 20%, Controllable On-Time Departures 10%; vest Dec 31, 2025 | Certified 250% for 2023 and 2024 portions (subject to continued employment through 12/31/2025) |
One-Time Cash Awards (CARES Act Make-Whole)
| Award | Target | Payouts & Timing | Notes |
|---|---|---|---|
| 2023 Short-Term Cash Performance Award | $500,000 | Achieved $500,000; paid in 2023 | Met 3 goals in 2023: net increase in captains (month), first SWC revenue flight, ≥$30M buybacks |
| 2023 Long-Term Cash Performance Award | $500,000 (target; threshold 50%, max 250%) | 2023 portion paid May 2024: $416,667 ; 2024 portion certified at 250% to be paid May 2025: $416,667 (subject to employment) | Tied to the same annual objectives as 2023 PS awards (2023–2025); 1/3 eligible each year; annual vest/pay cadence |
Equity Ownership & Alignment
Beneficial Ownership (as of March 6, 2025)
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Wade J. Steel | 56,345 | <1% (based on 40,621,774 shares) |
- Prohibitions on hedging and pledging of Company stock apply to officers and directors via Code of Ethics and risk oversight .
- Stock ownership guidelines for NEOs: 3× salary; all NEOs met guidelines at 12/31/2024; expectation to hold 50% of net shares until guideline met .
Outstanding Equity Awards (Unvested at Dec 31, 2024)
| Award | Number of Shares/Units Not Vested (#) | Market Value ($) |
|---|---|---|
| 2022 Performance Shares | 61,050 | $6,112,937 |
| 2023 Performance Shares | 71,492 | $7,158,494 |
| 2024 Performance Shares | 8,710 | $872,132 |
| 2024 RSUs | 5,599 | $560,628 |
| 2023 PS – equity incentive plan awards (not yet vested) | 14,298 | $1,431,659 |
| 2024 PS – equity incentive plan awards (not yet vested) | 8,710 | $872,132 |
- No stock options outstanding as of Dec 31, 2024 .
- Stock vested in 2024 for Steel: 26,744 shares; value realized $1,586,454 .
Employment Terms
Agreements and Clawbacks
- No employment, severance, or change-in-control agreements; NEOs serve at the will of the Board .
- Compensation recovery policy adopted in 2023 per SEC/Nasdaq; awards under the 2019 Plan subject to recovery upon accounting restatement .
- No tax gross-ups or reimbursements for taxes for Named Executives .
Acceleration and Change-in-Control Economics (as of Dec 31, 2024; intrinsic value basis $100.13/share)
| Scenario | RSU Acceleration ($) | Performance Share Acceleration ($) | 2023 Cash Performance Award Acceleration ($) |
|---|---|---|---|
| Change in Control | $0 | $6,112,937 | $0 |
| Involuntary Termination Following a Change in Control or Death | $560,628 | $16,447,354 | $583,333 |
| Involuntary Termination Prior to a Change in Control | $560,628 | $14,143,563 | $416,667 |
- RSUs accelerate upon involuntary termination without cause, resignation for good reason, or death; PSUs accelerate/continue eligibility per detailed annual measurement proration and certification rules (no single-trigger) .
- 2023 Long-Term Cash Performance Award converts to “vesting eligible cash” upon change in control with defined components; paid on remaining anniversaries through May 2026, with immediate payment upon post-COC death/involuntary termination/resignation for good reason .
Performance & Track Record Highlights
- Pay-versus-performance: 2024 TSR 155.47; average NEO compensation “actually paid” reflects strong equity performance linkage; 2024 adjusted EBITDA $833,629; net income $322,962 .
- Multi-year PS awards certified at max levels (250% for 2022/2023 portions; 200% for 2024 in the 2024 grant), indicating execution on operational metrics (free cash flow, adjusted EBITDA, completion, on-time departures) .
- One-time CARES Act make-whole awards (short- and long-term cash) tied to operational recovery and buybacks, with Steel earning full ST award in 2023 and 250% of target for 2023 and 2024 LT components (paid/earning cadence in 2024–2025) .
Compensation Governance, Peer Benchmarking, and Shareholder Feedback
- Peer group includes regional/major carriers and transport/logistics companies; Atlas Air and Yellow removed in 2024 for 2025 setting .
- Company does not target a specific percentile; generally maintains annual total direct compensation opportunities below median; 2024 salaries below peer median; Steel slightly above median for internal parity .
- 2024 Say-on-Pay received >98% approval; Committee will continue refining program based on performance and shareholder input .
- Policies prohibit hedging and pledging; ownership guidelines (3× salary) met by all NEOs by year-end 2024 .
Related Party Transactions
- No related-party transactions requiring disclosure since the beginning of 2024 through proxy date .
Investment Implications
- Strong pay-for-performance alignment: annual cash paid at 197% of target in 2024 and multi-year PS awards certified at 200–250% indicate tight linkage to operational and FCF/EBITDA outcomes; no employment/severance agreements limit guaranteed payouts and reduce “heads-I-win” risk .
- Vesting cadence and recent certifications imply sustained insider vesting supply (e.g., 26,744 shares vested for Steel in 2024) but hedging/pledging prohibitions and ownership requirements mitigate misalignment and excessive sales; Steel’s beneficial ownership is <1% but guidelines met (3× salary) .
- Change-in-control economics favor performance-based acceleration without single-trigger windfalls; clawback policy and absence of tax gross-ups reflect shareholder-friendly governance; high say-on-pay support (>98%) suggests low compensation-related governance risk and minimal event-driven overhang from pay structure .