Capital Transactions

12 Months Ended

Dec. 31, 2023

Capital Transactions

Capital Transactions

(11) Capital Transactions

Preferred Stock

The Company is authorized to issue 5,000,000 shares of preferred stock in one or more series without shareholder approval. No shares of preferred stock are presently outstanding. The Company’s Board of Directors is

authorized, without any further action by the shareholders of the Company, to (i) divide the preferred stock into series; (ii) designate each such series; (iii) fix and determine dividend rights; (iv) determine the price, terms and conditions on which shares of preferred stock may be redeemed; (v) determine the amount payable to holders of preferred stock in the event of voluntary or involuntary liquidation; (vi) determine any sinking fund provisions; and (vii) establish any conversion privileges.

Stock Compensation

On May 7, 2019, the Company’s shareholders approved the adoption of the SkyWest, Inc. 2019 Long-Term Incentive Plan, which provides for the issuance of up to 4,500,000 shares of common stock to the Company’s directors, employees, consultants and advisors (the “2019 Incentive Plan”). The 2019 Incentive Plan provides for awards in the form of options to acquire shares of common stock, stock appreciation rights, restricted stock grants, restricted stock units and performance awards. The 2019 Incentive Plan is subject to a fungible ratio concept, such that the issuance of stock options and stock appreciation rights reduces the number of available shares under the 2019 Incentive Plan on a 1-for-1 basis, and the issuance of other awards reduces the number of available shares under the 2019 Incentive Plan on a 1.65-for-1 basis. The 2019 Incentive Plan is administered by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”). As of December 31, 2023, the 2019 Incentive Plan had 2.6 million plan shares remaining available for future issuance, based on target for granted and unvested performance share units.

Stock Options

During the years ended December 31, 2023, 2022 and 2021, the Company did not grant any options to purchase shares of common stock to its employees. The Company had no outstanding stock options as of December 31, 2023. The following table summarizes the stock option activity for the years ended December 31, 2023, 2022 and 2021.

	2023							2022			2021
				Weighted
		Weighted		Average			Aggregate		Weighted			Weighted
		Average		Remaining			Intrinsic		Average			Average
	Number of	Exercise		Contractual			Value	Number of	Exercise		Number of	Exercise
	Options	Price		Term			($000)	Options	Price		Options	Price
Outstanding at beginning of year	6,816	$	14.78	0.1	years	$	11.8	16,633	$	14.62	57,653	$	14.74
Granted	—		—					—		—	—		—
Exercised	(3,848)		14.78					(9,817)		14.52	(41,020)		14.78
Cancelled	(2,968)		14.78					—		—	—		—
Outstanding at end of year	—	$	—					6,816		14.78	16,633		14.62
Exercisable at December 31, 2023	—	$	—	—	years	$	—
Exercisable at December 31, 2022	6,816	$	14.78	0.1	years	$	11.8

The total intrinsic value of options to acquire shares of the Company’s common stock that were exercised was $0.1 million for the years ended December 31, 2023 and 2022, and $1.8 million for the year ended December 31, 2021.

Restricted Stock Units (“RSUs”)

During the year ended December 31, 2023, the Company granted 127,348 restricted stock units to certain of the Company’s employees under the 2019 Incentive Plan. The restricted stock units granted during the year ended December 31, 2023, have a three-year cliff-vesting period, during which the recipient must remain employed with the Company or its subsidiaries. The weighted average fair value of the restricted stock units at the date of grants made during the year ended December 31, 2023, was $18.77 per share.

The following table summarizes the activity of restricted stock units granted to certain Company employees for the years ended December 31, 2023, 2022, and 2021:

			Weighted-Average
			Grant-Date Fair
	Number of RSUs		Value
Non-vested RSUs outstanding at December 31, 2020	237,977	$	54.15
Granted	44,770		44.87
Vested	(69,184)		53.41
Cancelled	(13,390)		52.28
Non-vested RSUs outstanding at December 31, 2021	200,173	$	52.45
Granted	66,680		32.86
Vested	(86,534)		48.69
Cancelled	(20,297)		44.91
Non-vested RSUs outstanding at December 31, 2022	160,022	$	47.28
Granted	127,348		18.77
Vested	(65,283)		61.45
Cancelled	(19,175)		28.11
Non-vested RSUs outstanding at December 31, 2023	202,912	$	26.64

Performance Share Units (“PSUs”)

During the year ended December 31, 2023, the Compensation Committee granted performance share units, which are performance-based restricted stock units, to certain Company employees. The PSUs have a three-year vesting period, during which the recipient must remain employed with the Company. The number of performance shares awardable from the 2023 grants can range from 0% to 250% of the original amount granted depending on the Company’s performance over three one-year measurement periods against the pre-established targets. The Company’s compensation expense for performance share units is based upon the projected number of performance share units estimated to be awarded at the conclusion of the performance period. During 2023, the Compensation Committee awarded 40% of the shares related to the performance share grant in 2020 based on the Company’s performance for the three years ended December 31, 2022, measured against the pre-established targets for the same period. This resulted in the forfeiture of 35,328 PSUs in 2023 from target related to the 2020 PSU grant. The Compensation Committee will determine the achievement of performance results and corresponding vesting of performance shares for each year’s grant in 2021, 2022 and 2023 following the conclusion of the respective performance period. At the end of each performance period, the number of shares awarded can range from 0% to 250% of the original target amount for performance share units granted in 2023, 2022 and 2021.

The following table summarizes the activity of PSUs for the years ended December 31, 2023, 2022 and 2021. The number of PSUs granted in the table reflects target performance for the grant in each respective year. The number of achieved PSUs (at, above, or below target) are reflected in the year the performance is certified by the Board, as indicated in the table:

			Weighted-Average
			Grant-Date Fair
	Number of PSUs		Value
Non-vested PSUs outstanding at December 31, 2020	196,609	$	54.17
Granted	157,210		44.87
PSUs forfeited from the 2018 grant due to performance	(11,392)		53.41
Vested	(45,644)		53.41
Cancelled	(3,991)		53.30
Non-vested PSUs outstanding at December 31, 2021	292,792	$	49.39
Granted	225,345		32.73
PSUs forfeited from the 2019 grant due to performance	(45,695)		48.87
Vested	(30,480)		48.87
Cancelled	(13,032)		41.81
Non-vested PSUs outstanding at December 31, 2022	428,930	$	40.96
Granted	391,810		18.65
PSUs forfeited from the 2020 grant due to performance	(35,328)		61.45
Vested	(23,528)		61.45
Cancelled	(2,154)		48.07
Non-vested PSUs outstanding at December 31, 2023	759,730	$	27.85

During the years ended December 31, 2023, 2022 and 2021, the Company granted fully-vested shares of common stock to the Company’s directors in the amounts of 37,534, 24,423 and 21,175 shares, respectively, with a weighted average grant-date fair value of $18.65, $32.86 and $44.87 respectively. During the years ended December 31, 2023, 2022 and 2021, the Company recorded equity-based compensation expense of $17.1 million, $9.2 million and $8.7 million, respectively.

As of December 31, 2023, the Company had $22.1 million of total unrecognized compensation cost related to non-vested restricted stock grants and non-vested performance stock units. Total unrecognized compensation cost will be adjusted for future changes in estimated forfeitures and estimates of the Company’s future performance for unvested performance share units. The Company expects to recognize this cost over a weighted average period of 1.7 years.

Taxes

The Company’s treatment of stock option grants of non-qualified options, restricted stock units and performance shares results in the creation of a deferred tax asset, which is a temporary difference, until the time that the option is exercised or the restrictions lapse.

Warrants

In 2020 and 2021, the Company issued to Treasury warrants to purchase shares of the Company’s common stock under the Payroll Support Programs and Secured Loan. The warrants have a five-year term from the date of issuance. The weighted average grant-date fair value of these warrants was estimated using the Black-Scholes option pricing model. The Company did not issue any warrants for the years ended December 31, 2023 and 2022.

The following table summarizes the warrants issued under the payroll support programs and secured loan facility:

	Number of Warrants	Exercise Price		Weighted Average Grant-Date Fair Value
PSP1	370,720	$	28.38	$	13.57
Secured Loan	211,416	$	28.38	$	15.22
PSP2	124,773	$	40.41	$	32.52
PSP3	78,317	$	57.47	$	22.31
Total	785,226