<PAGE> 1
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of the Commission
[X] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section
240.14a-12
</TABLE>
MESA AIR GROUP, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------------------------
(4) Date Filed:
--------------------------------------------------------------------------------
<PAGE> 2
MESA AIR GROUP, INC.
410 NORTH 44TH STREET
PHOENIX, ARIZONA 85008
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 9, 2000
------------------------
To Our Shareholders:
The 2000 Annual Meeting of Shareholders of MESA AIR GROUP, INC., a Nevada
corporation (the "Company"), will be held at the Phoenix Airport Marriott, 1101
N. 44th Street, Phoenix, Arizona, on August 9, 2000, at 10:00 a.m., Arizona
Time, for the following purposes:
1. To elect nine (9) directors to serve for a one year term;
2. To ratify the selection of Deloitte & Touche L.L.P. as independent
auditors for the Company;
3. To consider a proposal introduced by a shareholder to adopt
cumulative voting;
4. To consider a proposal introduced by a shareholder to sell or merge
Mesa Air; and
5. To transact such other business as may properly come before the
meeting or any postponement(s) or adjournment(s) thereof. Management is
presently aware of no other business to come before the meeting.
The Board of Directors has fixed the close of business on June 29, 2000, as
the record date (the "Record Date") for the determination of shareholders
entitled to notice of and to vote at the meeting or any postponement or
adjournment thereof. Shares of Common Stock may be voted at the meeting only if
the holder is present at the meeting in person or by valid proxy. A copy of the
Company's 1999 Annual Report, which includes audited financial statements, was
mailed with this Notice and Proxy Statement to all shareholders of record on the
Record Date.
Management of the Company cordially invites you to attend the Annual
Meeting. Your attention is directed to the attached Proxy Statement for a
discussion of the foregoing proposals and the reasons why the Board of Directors
encourages you to vote for approval of such proposals.
By Order of the Board of Directors
/s/ Jonathan G. Ornstein
Jonathan G. Ornstein, Chairman of the
Board and Chief Executive Officer
------------------------
IMPORTANT: IT IS IMPORTANT THAT YOUR SHAREHOLDINGS BE REPRESENTED AT THIS
MEETING. PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THE ENCLOSED PROXY CARD
IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
------------------------
<PAGE> 3
MESA AIR GROUP, INC.
410 NORTH 44TH STREET
PHOENIX, ARIZONA 85008
------------------------
PROXY STATEMENT
------------------------
This Proxy Statement is being furnished to shareholders of MESA AIR GROUP,
INC., a Nevada corporation (the "Company"), in connection with the solicitation
of proxies by the Board of Directors for use at the 2000 Annual Meeting of
Shareholders of the Company to be held on August 9, 2000, at 10:00 a.m., Arizona
Time, at Phoenix Airport Marriott, 1101 North 44th Street, Phoenix, Arizona, and
any adjournment or postponement thereof (the "Annual Meeting"). A copy of the
Notice of the Meeting accompanies this Proxy Statement. This Proxy Statement and
the accompanying form of Proxy Card are being mailed on or about July 7, 2000.
SOLICITATION AND VOTING OF PROXIES
Only shareholders of record at the close of business on June 29, 2000 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting or
any adjournment or postponement thereof. On the Record Date, 34,440,123 shares
of Common Stock, no par value (the "Common Stock"), were issued and outstanding.
Each shareholder present at the Annual Meeting, either in person or by
proxy, will be entitled to one vote for each share of Common Stock held of
record on the Record Date on each matter of business to be considered at the
Annual Meeting. The nine (9) nominees receiving a plurality of votes by shares
represented and entitled to vote at the Annual Meeting, if a quorum is present,
will be elected as directors of the Company.
All valid proxies received before the Annual Meeting and not revoked will
be exercised. All shares represented by proxy will be voted, and where a
shareholder specifies by means of his or her proxy a choice with respect to any
matter to be acted upon, the shares will be voted in accordance with the
specifications so made. If no specification is indicated and authority to vote
is not specifically withheld, the shares will be voted (i) "for" the election of
the persons named in the proxy to serve as Directors; (ii) "against" the
proposal introduced by a shareholder to adopt cumulative voting; (iii) "against"
the proposal introduced by a shareholder to hire an investment banker to sell or
merge the Company; and (iv) for the ratification of Deloitte & Touche L.L.P. as
the independent auditors of the Company. Abstentions and broker non-votes will
be included in the determination of the number of shares represented for a
quorum and have the same effect as "no" votes in determining whether the
proposals are approved. Proxies may be revoked at any time prior to the time
they are voted by: (a) delivering to the Secretary of the Company a written
instrument of revocation bearing a date later than the date of the proxy; or (b)
duly executing and delivering to the Secretary a subsequent proxy relating to
the same shares; or (c) attending the meeting and voting in person, provided
that the shareholder notifies the Secretary of the meeting of his or her
intention to vote in person at any time prior to the voting of the proxy. In
order to vote their shares in person at the meeting, shareholders who own their
shares in "street name" must obtain a special proxy card from their broker.
The cost of soliciting proxies, including the cost of preparing and mailing
the Notice and Proxy Statement, will be paid by the Company. Solicitation will
be primarily by mailing this Proxy Statement to all shareholders entitled to
vote at the meeting. Proxies may be solicited by officers and directors of the
Company personally or by telephone or facsimile, without additional
compensation. The Company may reimburse brokers, banks and others holding shares
in their names for others for the cost of forwarding proxy materials and
obtaining proxies from beneficial owners.
The Board of Directors does not know of any matters other than the election
of directors, the two shareholder proposals and the ratification of independent
auditors that are expected to be presented for consideration at the Annual
Meeting. However, if other matters properly come before the meeting, the persons
named in the accompanying proxy intend to vote thereon in accordance with their
judgment.
<PAGE> 4
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
GENERAL INFORMATION
The present terms of the Company's current directors, Jonathan G. Ornstein,
Paul R. Madden, Daniel J. Altobello, Jack Braly, Herbert A. Denton, General
Ronald R. Fogleman, Maurice A. Parker, George (Peter) Murnane, III and James E.
Swigart, expire upon the election and qualification of their successors at the
Company's 2000 Annual Meeting of Shareholders. The Board of Directors has
nominated each of the current directors, with the exception of Larry L. Risley,
as nominees for election as directors in the election to be held at the Annual
Meeting. Mr. Risley resigned from the Board of Directors effective March 18,
2000. On April 6, 2000, the Board of Directors approved a proposal to reduce the
number of directors from 10 to 9.
The Board of Directors intends to vote its proxies for the election of its
nominees, for a term to expire at the Company's 2001 Annual Meeting.
If any nominee should become unavailable for any reason, which the Board of
Directors does not anticipate, the proxy will be voted for any substitute
nominee or nominees who may be selected by the Board of Directors prior to or at
the Annual Meeting, or, if no substitute is selected by the Board of Directors
prior to or at the Annual Meeting, for a motion to reduce the present membership
of the Board to the number of nominees available. The information concerning the
nominees and their share holdings in the Company has been furnished by them to
the Company.
INFORMATION CONCERNING DIRECTORS, NOMINEES AND OFFICERS
The following table sets forth information regarding the officers and
directors of the Company, including biographical data for at least the last five
years.
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Jonathan G. Ornstein......... 42 Chairman of the Board and Chief Executive Officer
Paul R. Madden............... 73 Vice Chairman of the Board and Director
Daniel J. Altobello.......... 59 Director
Jack Braly................... 58 Director
Herbert A. Denton............ 52 Director
Ronald A. Fogleman........... 57 Director
Maurice A. Parker............ 53 Director
Peter Murnane................ 41 Director
Larry L. Risley.............. 55 Chairman Emeritus and Director
James E. Swigart............. 48 Director
Michael J. Lotz(1)........... 39 President and Chief Operating Officer
Robert B. Stone(2)........... 43 Chief Financial Officer and Treasurer
Andre H. Merrett............. 36 Vice President, General Counsel and Secretary
William P. Kostel............ 36 Vice President of Planning
Michael Ferverda............. 55 Senior Vice President of Flight Operations
George Lippemeier............ 58 Vice President of Safety and Regulatory Compliance
Robert Moye.................. 54 Senior Vice President of Maintenance
Mickey Moman................. 50 Vice President of Flight Training
Rodena Turner................ 50 Vice President of Human Resources
</TABLE>
---------------
(1) Served as Chief Financial Officer and Treasurer from August 1999 to January
2000. Appointed President on June 21, 2000.
(2) Named Chief Financial Officer and Treasurer, January 2000.
2
<PAGE> 5
Jonathan G. Ornstein was appointed President and Chief Executive Officer
effective May 1, 1998. Mr. Ornstein was appointed to the Executive Committee on
March 13, 1998. He has also served as a member of the Compensation Committee.
Mr. Ornstein became a director on January 29, 1998. Mr. Ornstein assumed the
role of Chairman of the Board on June 9, 1999. On June 21, 2000, Mr. Ornstein
resigned as President of the Company Mr. Ornstein is the controlling shareholder
of Barlow Management, Inc. and the general partner of Barlow Partners II, L.P.,
an investment partnership. From April 1996 to his joining the Company as Chief
Executive Officer, Mr. Ornstein served as President and Chief Executive Officer
and Chairman of the Virgin Express S.A./N.V. (a European jet carrier). From 1995
to April 1996, Mr. Ornstein served as Chief Executive Officer of Virgin Express
Holdings, plc. Mr. Ornstein joined Continental Express Airlines, Inc. as
President and Chief Executive Officer in July 1994, and in November 1994, he
assumed additional duties at Continental Airlines, Inc., as Senior Vice
President of Airport Services. Mr. Ornstein was employed by the Company from
1988 to July 1994 where his positions included President and Executive Vice
President of Mesa's WestAir Holding, Inc., subsidiary. Mr. Ornstein's employment
agreement provides that the Company will use its good-faith efforts to cause the
Board to include Mr. Ornstein among its nominees and to appoint him as Chief
Executive Officer through March 31, 2001. From March 1985 to December 1987, Mr.
Ornstein was a securities broker.
Paul R. Madden has served as a director of the Company since April 1997,
and as Chairman of the Board from February 3, 1998 to June 8, 1999. On June 8,
1999 he was appointed Vice Chairman of the Board. Mr. Madden has served as
Chairman of the Executive Committee since February 3, 1998 and as a member of
the Audit Committee since June 8, 1999. Mr. Madden is currently Of Counsel to
the Phoenix law firm of Gallagher & Kennedy and specializes in the corporate and
securities areas. From June 1994 through November 1997, Mr. Madden was a partner
in the Chicago firm of Chapman and Cutler serving in its Phoenix office. Mr.
Madden was a partner in the Phoenix law firm of Beus, Gilbert & Morrill from
January 1991 until June 1994. Prior to joining the Board, Mr. Madden served as
securities counsel to the Company for approximately nine years.
Daniel J. Altobello has been a director of the Company since January 29,
1998. Since September 1995, Mr. Altobello has been the Chairman of Onex Food
Services, Inc., the parent corporation of Caterair International, Inc., and
LSG/SKY Chefs, and the largest airline catering company in the world. From 1989
to 1995, Mr. Altobello served as Chairman, President and Chief Executive Officer
of Caterair International Corporation. From 1979 to 1989, he held various
managerial positions with the food service management and in-flight catering
divisions of Marriott Corporation, including Executive Vice President of
Marriott Corporation and President, Marriott Airport Operations Group. Mr.
Altobello began his management career at Georgetown University as Vice President
of Administration Services. He is a member of the board of directors of American
Management Systems, Inc., Colorado Prime Foods, Care First, Inc., Care First of
Maryland, Inc., Mesa Air Group, Inc., World Airways, Inc., First Union Realty
Trust, Atlantic Aviation Holdings and SodexhoMarriott, Inc. He is a trustee of
Loyola Foundation, Inc., Mt. Holyoke College, Suburban Hospital Foundation,
Inc., and the Woodstock Theological Center at Georgetown University.
Jack Braly has served as a director of the Company since December 6, 1993,
as a member and Chairman of its Audit Committee since March 1994, as a member of
the Company's Compensation Committee since December 6, 1993, and as a member of
its Nominating Committee since April 27, 1998. Since August 5, 1996, Mr. Braly
has served as the President, Chief Executive Officer and a member of the Board
of Directors of Sino Swearingen Aircraft Company, a private aircraft
manufacturer. From June 1994 to August 5, 1996, Mr. Braly was an officer of the
North American Aircraft Modification division of Rockwell International. He
served as Vice President Aircraft Manufacturing from June 1994 to October 1994,
as Executive Vice President from October 1994 to October 1995 and was Vice
President and General Manager from October 1995 to August 5, 1996. Before
joining Rockwell International, Mr. Braly served as a consultant to various
aircraft manufacturers and regional airlines from August 1993 until June 1994.
Mr. Braly was President of Beech Aircraft Corporation from March 1991 until July
1993.
Herbert A. Denton has been a director since January 29, 1998 and a member
of the Company's Executive Committee since February 3, 1998. Mr. Denton is the
President of Providence Capital Inc., an investment-
3
<PAGE> 6
banking firm he co-founded in 1991. He also serves on the Board of Directors of
Chic by H.I.S., Inc., an apparel manufacturing company, where he is the Chairman
of the Compensation Committee.
General Ronald R. Fogleman, U.S.A.F., retired, has been a director since
January 29, 1998. General Fogleman has been a member of the Company's Audit
Committee since February 3, 1998, its Executive Committee since March 13, 1998,
and its Nominating Committee since April 27, 1998. In September 1997, he retired
from the Air Force with the rank of General. He served as Chief of Staff of the
United States Air Force from 1994 until 1997 and as Commander-in-Chief of the
United States Transportation Command from 1992 until 1994. General Fogleman
currently serves on the Board of Directors of North American Airlines, a feeder
airline for El Al, Southern Air, a private air transportation company, Rolls
Royce of North America, and World Airways.
Maurice A. Parker has served as a director since November 18, 1998, and has
been a member of the Compensation Committee since January 22, 1999. From 1978 to
January 1997, Mr. Parker served as a Federal Mediator, Labor Mediation, for the
National Mediation Board of the United States government.
Peter Murnane has served as a director since June 8, 1999, and has been a
member of the Audit Committee since June 8, 1999. Mr. Murnane is the President
of Barlow Management, Inc., general partner of Barlow Partners II, L.P. Mr.
Murnane is also the Executive Vice President, Chief Operating Officer and a
director of International Airlines Support Group, Inc., a leading redistributor
of aftermarket commercial aircraft spare parts and lessor and trader of
commercial aircraft and engines. From 1995 to 1996, Mr. Murnane served as
Executive Vice President and Chief Operating Officer of Atlas Air, Inc., an air
cargo company. From 1986 to 1995, he was an investment banker with the New York
investment-banking firm of Merrill Lynch & Co.
James Swigart has served as director since January 29, 1998. Mr. Swigart
served as Vice Chairman and as a member of the Audit Committee until June 8,
1999. He has been a member of the Nominating Committee since April 27, 1998. Mr.
Swigart is a minority shareholder of Barlow Management, Inc., the general
partner of Barlow Partners II, L.P. He is the former President and Chief
Executive of Virgin Express, S.A./N.V., a low-cost European commuter airline.
Mr. Swigart was appointed a member of the Board of Directors of Virgin Express
Holdings, plc on May 22, 1998. From December 1995 to April 1998, Mr. Swigart
served as the Chief Financial Officer of Virgin Express Holdings, plc. From
April 1996 to April 1998, he served as Chief Financial Officer of Virgin
Express, S.A./N.V. Mr. Swigart served as the Chief Financial Officer of
Continental Express Airlines, Inc., from July 1994 to November 1995 and
President and controlling shareholder of Hydralign, a manufacturing company for
the paper and plastics industries, from September 1993 to July 1994. From 1986
until August 1993, Mr. Swigart served as the Senior Vice President of the
Transportation Group at Lehman Brothers. He previously served as a member of the
Board of the Company from December 6, 1993, until August 10, 1994.
Michael J. Lotz, President and Chief Operating Officer, joined the Company
in July 1998 to facilitate the Company's restructuring efforts. In August 1999,
Mr. Lotz became the Company's Chief Financial Officer and in January 2000
returned to the position of Chief Operating Officer. On June 21, 2000, Mr. Lotz
was appointed President of the Company. Prior to joining the Company, Mr. Lotz
served as Chief Operating Officer of Virgin Express, S.A./N.V., a position he
held from October 1996 to June 1998. From September 1986 to October 1996, Mr.
Lotz served in various capacities at Continental Airlines, Inc., including
Manager of Systems and Procedures, Director of Finance and Administration,
Senior Director of Contract Services, Senior Director of Purchasing, and Vice
President of Airport Operations, Properties and Facilities at Continental
Express. Prior to joining Continental, Mr. Lotz served as Controller of New York
Air from 1985 to 1986 and as Senior Corporate Accountant and Assistant
Controller for John Brown Engineering and Construction from 1983 to 1985.
Robert B. Stone joined the Company in January 2000 as Chief Financial
Officer and Treasurer. Prior to joining the Company, Mr. Stone had a twenty-year
career with the Boeing Company, most recently as Vice President, Financial
Planning and Analysis. He also held a series of executive positions including
Assistant Treasurer and Senior Director, Customer Financing. Mr. Stone obtained
his MBA from Pacific Lutheran University and his Bachelor of Arts in Business
Administration at the University of Washington.
4
<PAGE> 7
Andre H. Merrett, Vice President, General Counsel and Secretary, joined the
Company in August 1999. Prior to joining the Company, Mr. Merrett was a
litigation associate with the firm of Squire, Sanders & Dempsey L.L.P. in the
firm's Phoenix office. Mr. Merrett joined Squire, Sanders & Dempsey in October
1998. At Squire, Sanders & Dempsey, Mr. Merrett devoted the majority of his
practice to various Company legal matters. Mr. Merrett was a litigation
associate with the Des Moines, Iowa firm of Nyemaster, Goode, Voigts, West,
Hansell & O'Brien from July 1994 until joining Squire, Sanders & Dempsey. Mr.
Merrett is a 1994 graduate of the University of Iowa College of Law.
William P. Kostel, Vice President of Planning, joined the Company in
February 1999. Prior to joining the Company, Mr. Kostel spent nine years in the
employ of American Airlines where he last held the position of Director of Fleet
Planning at American Eagle. Mr. Kostel was also a member of the American
Airlines' Pricing and Yield Management Department. Mr. Kostel obtained his MBA
from Texas Christian University and his Bachelor of Science in Engineering from
Iowa State University.
Michael Ferverda, Senior Vice President of Flight Operations, joined the
Company in September 1990. Mr. Ferverda has served the Company in several
capacities including pilot, Flight Instructor/Check Airman, Assistant Chief
Pilot, FAA Designated Examiner, FAA Director of Operations and Divisional Vice
President. Mr. Ferverda was a pilot with Eastern Airlines from 1973 to 1989.
Prior to joining Eastern Airlines, Mr. Ferverda served as an Aviator in the
United States Navy. Mr. Ferverda is a graduate of Indiana University.
George Lippemeier, Vice President of Safety and Regulatory Compliance,
joined the Company in September 1998. Mr. Lippemeier served as the Director of
Quality Assurance at Virgin Express S.A./N.V. from April 1997 to July 1998. Mr.
Lippemeier held several positions with the Company from November 1989 to March
1997 including, Director of Operations, Vice President of Flight
Operations -- WestAir Airlines, and President -- Desert Sun Airlines. Prior to
joining the Company in 1989, Mr. Lippemeier spent 25 years in the United States
Air Force as a pilot, serving in numerous management and command positions.
Robert Moye, Senior Vice President of Maintenance, joined the Company in
January 1999. Prior to joining the Company, Mr. Moye spent 33 years in the
aviation industry serving in various capacities with Western Airlines, Eastern
Airlines, Mark Air, Polaris Aircraft Leasing and Pegasus Capital. Mr. Moye
attended San Fernando State College and is a 1976 graduate of the Mid Valley
College of Law.
Mickey Moman, Senior Director of Training, joined the Company in October
1987. Mr. Moman has held several positions with the Company starting as line
pilot and later Pilot Instructor. He also has served as EMB-120 (Brasilia)
Program Manager, Certificate Chief Pilot, Director of Operation and Vice
President of Flight Operations at Mountain West Airlines. Prior to joining the
Company in 1987, Mr. Moman worked for eight years at the Federal Aviation
Administration in Air Traffic. Prior to that, he served for eight years in the
United States Air Force including serving in Standard Evaluations and Central
Training Division of 20th NORAD.
Rodena Bojorquez, Vice President of Human Resources, joined the Company in
July 1998. Previously, Ms. Bojorquez held the position of Director, Customer
Service at Virgin Express from January 1996 to February 1998. Prior to this, Ms.
Bojorquez served as the Senior Director of Human Resources at Continental
Express Airlines in Houston, Texas where she moved from Contract and Crew
Administration at WestAir Airlines in Fresno, California.
BOARD AND COMMITTEE MEETINGS
During the 1999 fiscal year, there were four meetings of the Board of
Directors. No director attended less than 75% of the Board meetings while
serving as such director or less than 75% of all committee meetings on which he
served as a committee member.
The audit, executive, nominating and compensation committees are the
standing committees of the Board of Directors.
5
<PAGE> 8
Jack Braly, Ronald R. Fogleman, James E. Swigart, Paul R. Madden and Peter
Murnane served on the Audit Committee in fiscal 1999. The principal functions of
the audit committee include the review of the annual financial statements,
reports and recommendations regarding the adequacy of internal accounting
controls made by the independent auditors and such other matters with respect to
the accounting, auditing and financial reporting procedures as it may deem
appropriate or as may be brought to its attention. The audit committee held
eight meetings during fiscal 1999.
The executive committee met seven times in fiscal 1999. Paul R. Madden,
Herbert A. Denton, Jonathan G. Ornstein and Ronald A. Fogleman are the members
of the executive committee. The executive committee's function is to provide
general oversight of the Company and to perform such other functions as are
delegated to it from time to time by the Board.
The nominating committee met twice in fiscal 1999. The Board elected Daniel
J. Altobello, Jack Braly, Ronald A. Fogleman, and James E. Swigart to serve as
members of the nominating committee. The nominating committee is responsible for
the nominations of persons to serve as directors and corporate officers of the
Company. The nominating committee will consider, but is not required to approve,
nominations for directors by shareholders for all annual meetings to be held
after July 31, 1998, provided a written recommendation is received by the
Company no later than the date shareholder proposals must be submitted for
consideration.
The compensation committee is comprised of Daniel J. Altobello, Jack Braly,
Ronald R. Fogleman, James E. Swigart and Maurice A. Parker. None of the members
of the committee held any executive officer position or other employment with
the Company prior to or during such service. The Compensation Committee held two
meetings during the 1999 fiscal year. The Compensation Committee makes
recommendations concerning officer compensation, employee benefit programs and
retirement plans.
All current committee members are expected to be nominated for re-election
at a Board meeting to be held following the Annual Meeting of Shareholders.
COMPENSATION OF DIRECTORS
Directors who are full-time employees of the Company receive no additional
compensation for serving as directors. Each non-employee director receives a
salary of $10,000 per year, along with the payment of $1,000 per meeting
attended in person; $500 per committee meeting attended in person; $500 for each
telephone Board meeting attended and reimbursement of all expenses associated
with attending committee or Board of Directors meetings.
In addition, under the Company's Outside Director's Stock Option Plan, each
non-employee director receives an annual grant of options to purchase 3,000
shares of Common Stock, plus the number of options to purchase common stock
equivalent to a cash value of $13,000 as calculated pursuant to the
Black-Scholes Valuation Method (collectively, the "Formula Amount"), at a
risk-free rate of a ten year zero coupon bond effective as of April 1, 1998.
Each non-employee Director receives an additional Formula Amount on each April
1st thereafter. If there is an insufficient number of options, a pro-rata amount
of the options available under the Plan shall be granted to each non-employee
director. Upon being appointed a non-employee director after April 1, 1998, such
director shall be granted a pro-rata portion of the Formula Amount and receive
options pursuant to the plan on each succeeding April 1st. The amount of Pro
Rata Options granted to each new outside director is calculated by dividing the
number of days prior to April 1st by the number of days in the calendar year and
multiplying the quotient by the Formula Amount. A non-employee director serving
as Chairman of the Board of Directors also receives an annual grant of the
number of options equal to $10,000 calculated pursuant to the Black-Scholes
method on each April 1st.
Each outside director, and certain family members of such director,
receives free travel on Mesa Air and free or reduced-fare travel on certain air
carriers at no cost to the Company. The Company believes that the directors' use
of free air travel is "de minimis" and did not maintain any records of outside
directors' travel during 1999.
6
<PAGE> 9
COMPENSATION COMMITTEE INTERLOCKS
During the fiscal year 1999, the Compensation Committee consisted of Daniel
J. Altobello, Jack Braly, Ronald R. Fogleman, James E. Swigart and Maurice A.
Parker. None of the members of the committee held any executive officer position
or other employment with the Company prior to or during such service.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the
beneficial ownership of the Company's Common Stock as of March 1, 2000, by (i)
each director of the Company, (ii) certain of the Company's executive officers
(the "Named Executive Officers"), (iii) each person who is known by the Company
to be the beneficial owner of more than five percent of the Outstanding Common
Stock, and (iv) all executive officers and directors as a group.
The number of shares beneficially owned by each director or executive
officer is determined under rules of the Securities and Exchange Commission (the
"Commission"), and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership includes
any shares as to which the individual has the sole or shared voting power or
investment power and also any shares which the individual has the right to
acquire within 60 days of March 1, 2000 through the exercise of any stock option
or other right. Unless otherwise indicated, each person has sole investment and
voting power (or shares such powers with his or her spouse) with respect to the
shares set forth in the following table and the address of the listed beneficial
owner is that of the Company. In certain instances, the number of shares listed
includes, in addition to shares owned directly, shares held by the spouse or
children of the person, or by a trust or estate of which the person is a trustee
or an executor or in which the person may have a beneficial interest. The table
that follows is based upon information supplied by executive officers, directors
and principal stockholders and Schedules 13D and 13G filed with the Commission.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
<TABLE>
<CAPTION>
NAME AND ADDRESS OF OPTIONS/
BENEFICIAL OWNER SHARES WARRANTS(1) TOTAL(1) PERCENT(1)
------------------- --------- ----------- --------- ----------
<S> <C> <C> <C> <C>
Larry L. Risley.............................. 516,380 561,258 1,077,638 3.10
Jack Braly................................... -- 24,258 24,258 *
Paul R. Madden............................... 5,000 28,302 33,302 *
Jonathan G. Ornstein(2)...................... 2,291,223 724,860 3,016,083 8.64
James E. Swigart(3).......................... 2,136,926 40,010 2,176,936 6.36
Daniel J. Altobello.......................... 1,000 24,258 25,258 *
Herbert A. Denton(4)......................... 416,552 24,258 440,810 1.29
Ronald R. Fogleman........................... 200 24,258 24,458 *
Peter Murnane................................ 43,837 21,021 64,858 *
Maurice A. Parker............................ -- 7,297 7,297 *
Michael J. Lotz.............................. -- 100,000 100,000 *
Archille Paquette............................ -- 111,667 111,667 *
Bob Moye..................................... -- -- --
Barlow Partners II, LP(5).................... 2,099,121 2,099,121 6.14
1954 Airport Rd., Suite 200
Atlanta, GA 30341
Wisconsin Investment Board................... 3,190,000 3,190,000 9.33
P.O. Box 7842
Madison, Wisconsin 53702
The Equitable Companies Incorporated(6)...... 1,520,000 1,520,000 4.44
Alliance Capital(7)
1290 Avenue of the Americas
New York, NY 10104
</TABLE>
7
<PAGE> 10
<TABLE>
<CAPTION>
NAME AND ADDRESS OF OPTIONS/
BENEFICIAL OWNER SHARES WARRANTS(1) TOTAL(1) PERCENT(1)
------------------- --------- ----------- --------- ----------
<S> <C> <C> <C> <C>
Franklin Advisors, Inc....................... 2,507,000 2,507,000 7.33
777 Mariners Blvd
San Mateo, CA 94404
Dimensional Fund Advisors, Inc............... 2,004,500 2,004,500 5.86
1299 Ocean Ave., 11th Floor
Santa Monica, CA 90401-1038
All directors and officers as a group........ 3,311,997 1,628,780 4,940,777 13.78
</TABLE>
---------------
(1) Includes options and warrants exercisable on December 10, 1999 or within 60
days thereafter. Holdings of less than 1% are indicated by "*".
(2) Includes 2,099,121 shares of Common Stock held by Barlow Partners, L.P.,
Barlow Partners II, L.P., Barlow Management, Inc. or any one of them
individually or jointly. Mr. Ornstein is a limited partner in Barlow
Partners, L.P. and/or Barlow Partners II, L.P., and is a shareholder of
Barlow Management, Inc. (which is the general partner of Barlow Partners II,
L.P.). Mr. Ornstein disclaims beneficial ownership of such shares to the
extent exceeding his proportionate interest in such entities.
(3) Includes 2,099,121 shares of Common Stock held by Barlow Partners, L.P.,
Barlow Partners II, L.P., Barlow Management, Inc. or any one of them
individually or jointly. Mr. Swigart is a limited partner in Barlow
Partners, L.P. and/or Barlow Partners II, L.P., and is a shareholder of
Barlow Management, Inc. (which is the general partner of Barlow Partners II,
L.P.). Mr. Swigart disclaims beneficial ownership of such shares to the
extent exceeding his proportionate interest in such entities.
(4) Includes shares of stock held in the name of Providence Capital, Inc.,
Providence Investors LLC, US Value Investment Company, PLC and Providence
Jet, LLC. As such, he claims beneficial ownership of the shares held by
these entities to the extent of his proportional interest therein.
(5) Includes shares of Common Stock held certain affiliated entities (including
Barlow Partners, L.P. and/or Barlow Management, Inc.), as to which Barlow
Partners II, L.P. disclaims beneficial ownership.
(6) Filed by the Equitable Companies Incorporated in its capacity as a parent
holding company with respect to the holdings of Alliance Capital Management
L.P.
(7) Acquired solely for investment purposes on behalf of client discretionary
investment advisory accounts.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, as well as persons beneficially
owning more than 10% of the Company's outstanding Common Stock, to file certain
reports of ownership with the Commission within specified time periods. Such
officers, directors and shareholders are also required by Commission's rules to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of such forms received by it, or written
representations from certain reporting persons, the Company believes that
between October 1, 1998 and September 30, 1999, all Section 16(a) filing
requirements applicable to its officers, directors and 10% shareholders were met
with the exception of the following: Jonathan G. Ornstein, Chairman of the Board
and Chief Executive Officer, purchased 238,780 shares of Common Stock in June
1999; James E. Swigart, Director, purchased 79,795 shares of Common Stock in
June 1999. Due to an inadvertent error, Messrs. Ornstein and Swigart failed to
timely file Forms 4 to report these transactions. Messrs. Andre H. Merrett,
Robert B. Stone, Dean Kennedy and William P. Kostel failed to timely file Forms
3 to report their initial beneficial ownership in the Company.
EXECUTIVE COMPENSATION
The following table sets forth annual and long-term compensation for
services in all capacities to the Company during the fiscal years ended
September 30, 1999 and 1998, of the Company's Chief Executive
8
<PAGE> 11
Officer, and the other most highly compensated executive officers of the Company
who received annual compensation exceeding $100,000 during such periods.
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------
OTHER ANNUAL
COMPENSATION ALL OTHER
NAME AND PRINCIPAL POSITION FISCAL YEAR SALARY BONUS ($)(1) OPTIONS COMPENSATION(3)
--------------------------- ----------- ------- ------ --------------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Jonathan G. Ornstein,....... 1999 200,000 -- 5,128 150,000 --
Chairman of the Board and 1998 84,615 -- -- 1,000,000 --
Chief Executive Officer
Larry Risley,............... 1999 275,000 -- -- -- --
Manager of Special 1998 318,315 -- -- -- --
Projects
Archille Paquette,.......... 1999 132,692 75,054 2,353 -- --
President, Air Midwest, 1998 130,000 65,000 -- 60,000 --
Inc.........................
Robert Moye, Sr............. 1999 69,808 35,000 -- --
VP of Maintenance 1998 -- -- -- -- --
Michael J. Lotz,............ 1999 122,654 90,054 385 300,000 --
President and Chief 1998 -- -- -- -- --
Financial Officer
Blaine Jones,............... 1999 84,615 90,000 4,423 150,000 --
Chief Financial Officer(2) 1998 46,154 -- -- 75,000 --
</TABLE>
---------------
(1) These amounts represent both vested and non-vested Company contributions to
the individual named executive officers' 401(k) plan. Under the Company's
401(k) plan, employees may contribute up to 15% of their annual salary and
bonus up to a specified maximum. The Company currently makes matching
contributions equal to 50% of employees' (including officers) contributions
with a cap of 10% of the employees' annual compensation. Contributions by
the Company to the 401(k) plans for the year ended September 30, 1999 were
$1,485,618.
(2) Mr. Jones ceased to be employed by the Company as of August 13, 1999.
OPTION GRANTS
The following table lists the grants of stock options during the 1999
fiscal year to the Named Executive Officers.
OPTIONS GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF VALUE AT ASSUMED ANNUAL
SECURITIES % OF TOTAL RATES OF STOCK PRICE
UNDERLYING OPTIONS/SARS APPRECIATION FOR
OPTIONS/ GRANTED TO EXERCISE OPTION TERM(4)
SARS EMPLOYEES IN PRICE EXPIRATION -----------------------
NAME GRANTED(#) FISCAL 1999 ($/SHARE) DATE 5% 10%
---- ---------- ------------ --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Jonathan G. Ornstein(1)... 150,000 11.5 6.19 04/01/09 562,841 1,462,308
Michael J. Lotz(2),(3).... 300,000 23.0 6.00 12/28/08 1,055,725 2,721,997
Larry Risley.............. 5,486 0.4 6.19 04/01/04 21,962 57,944
Robert Moye(2)............ 30,000 2.3 6.19 04/01/09 112,568 292,461
Archille Paquette......... 60,000 4.6 5.00 10/21/08 194,102 512,112
Blaine Jones(5)........... 75,000 5.7 6.19 04/01/09 300,252 792,173
</TABLE>
---------------
(1) The options to Mr. Ornstein were granted under the Company's 1998 Key
Officer Stock Option Plan and are exercisable in annual 1/3 increments with
1/3 vesting immediately on the grant date of April 1, 1999.
9
<PAGE> 12
(2) The options to Messrs. Lotz and Moye were granted under the 1st Amendment to
the Restated & Amended Stock Option Plan of the Company. The shares issued
under the Stock Option Plan vest in annual 1/3 increments beginning one year
after the date of the grant.
(3) The exercise price per share of the options granted of $6.00 per share was
less than the fair market value of the shares of the Company's Common Stock
of $6.50 per share on the date of the grant.
(4) Potential realizable values shown above represent the potential gains based
upon annual compound stock price appreciation of 5% and 10% from September
30, 1999 through the full option term. The actual value realized, if any, on
stock option exercises will be dependent upon overall market conditions and
the future performance of the Company and its Common Stock. There is no
assurance that the actual value realized will approximate the amounts
reflected in this table.
(5) Mr. Jones ceased to be employed by the Company as of August 13, 1999 and
these options expired 90 days thereafter.
OPTION EXERCISES
The following table shows the stock options exercised by the Named
Executive Officers during the 1999 fiscal year and the value of stock options
held by such officer, as of the end of fiscal year 1999.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS ON IN-THE MONEY OPTIONS ON
ACQUIRED SEPTEMBER 30, 1999 SEPTEMBER 30, 1999(1)($)
ON VALUE --------------------------- ---------------------------
NAME EXERCISE(#) REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jonathan G. Ornstein... 0 0 729,667 433,333 0 0
Michael J. Lotz........ 0 0 0 300,000 0 0
Larry Risley........... 0 0 550,000 50,000 25,000 12,500
Robert Moye............ 0 0 0 60,000 0 0
Archille Paquette...... 0 0 109,333 68,333 0 0
Blaine Jones........... 0 0 125,000 100,000 0 0
</TABLE>
---------------
(1) Based on the closing price of the Company's common stock on September 30,
1999 of $6.125 per share, as reported by the NASDAQ National Market.
AMENDMENT OR REPRICING OF OPTIONS
During the 1999 fiscal year, the Company did not amend or reprice any of
its stock options held by executive officers of the Company.
EMPLOYMENT CONTRACTS
The Chief Executive Officer; Chief Financial Officer; President and Chief
Operating Officer; and Vice President and General Counsel have each entered into
an Employment Agreement (the "Agreement") with the Company.
On February 4, 1998, the Company entered into an agreement with Larry L.
Risley for a period of five years. The Agreement called for, among other things,
the Company's payment to Mr. Risley of an annual salary of $275,000. Under the
Agreement, Mr. Risley is not eligible for vacation pay or other fringe benefits,
except for health insurance for himself and his wife. Effective March 18, 2000,
the Agreement was amended to provide for Mr. Risley's termination of his
employment with the Company and his resignation from the Company's board of
directors.
10
<PAGE> 13
On May 1, 1998, Jonathan G. Ornstein and the Company entered into an
Agreement for a term of three years ending March 13, 2001, subject to automatic
renewal unless either party gives written notice of its intent to terminate. The
Agreement was amended on March 22, 2000. Under the Agreement, as amended, Mr.
Ornstein will be compensated by a combination of a minimum base salary of
$200,000 per year plus a bonus based on positive growth in earnings per share.
Mr. Ornstein will receive a "Minimum Bonus" of $52,500 if the Company achieves
any positive growth in earnings per share, a "Threshold Bonus" of $105,000 for
growth between 7% and 12.9%, a "Target Bonus" of $210,000 for growth between 13%
and 17.9% and a "Maximum Bonus" of $420,000 for growth of 18% or better.
In addition to salary and bonus, Mr. Ornstein's employment agreement gives
him the right to receive an initial grant of 1,000,000 stock options vesting in
one-third increments on the date of grant and the remainder over a two-year
period and additional annual option grants of 150,000 shares throughout the term
of the Agreement, subject to shareholder approval. If the shareholders do not
approve such grants, Mr. Ornstein's employment agreement requires the Company to
issue stock appreciation rights in an amount necessary to provide the same level
of compensation as would have been provided by the grant of stock options. The
Agreement provides that upon permanent disability, as defined therein, Mr.
Ornstein will receive his base salary plus an amount equal to the Minimum Bonus
plus any monthly payments under any policy of disability income insurance paid
for by the Company. The Company will pay such permanent disability payments for
the remaining term of the Agreement, but in no case will the period exceed 24
months.
Mr. Ornstein may terminate the Agreement at any time, upon written notice,
within one year following the occurrence of an event constituting "Good Reason."
"Good Reason" is defined to mean the occurrence of the following circumstances
without Mr. Ornstein's consent: (i) assignment to any duties substantially
inconsistent with the duties or a reduction in the duties contemplated by the
Agreement; (ii) removal of any titles bestowed under the Agreement; (iii) the
Company's failure to include Mr. Ornstein as a nominee for the Board in its
proxy or his failure to be reelected to the Board; (iv) any breach or failure of
the Company to carry out the provisions of the Agreement after notice and an
opportunity to cure; (v) a Change in Control (as defined below); or (vi)
relocation of Mr. Ornstein, his office, facilities or personnel except if such
relocation is to any future location of the Company's headquarters and such new
location is in a metropolitan area with a population of over 1,000,000 people. A
Change in Control is defined to include (i) a change in control reportable on
Form 8-K or Schedule 14A of the Securities Exchange Act of 1934; (ii) the
acquisition, other than by an employee benefit plan, of twenty-five percent
(25%) or more of the combined voting power of the Company's outstanding
securities; (iii) failure of the Incumbent Directors (as defined in the
employment agreements) to constitute at least a majority of all directors of the
Company; (iv) the closing of a sale of all or substantially all the assets of
the Company; (v) the Company's adoption of a plan of dissolution or liquidation;
or (vi) the shareholders of the Company approve a merger or consolidation
involving the Company (A) in which the Company is not the surviving corporation
or (B) if, immediately following such merger or consolidation, less than
seventy-five percent (75%) of the surviving corporation's outstanding voting
stock is held or anticipated to be held by persons who are stockholders of
Company immediately prior to such merger or consolidation. Upon the termination
by the Company without Good Cause (as defined) or termination by Mr. Ornstein
for Good Reason (as defined), Mr. Ornstein will be entitled to a lump-sum
severance payment equal to the sum of (1) the number of years (or fractions
thereof) remaining in the then non-expired term or two, whichever is greater,
multiplied by (a) Mr. Ornstein's base salary times the number of years, plus (b)
the amount of cash equal to the Target Bonus or the minimum amount of any
similar bonus then in effect, plus (c) any other cash or other bonus earned
prior to the date of termination; and (2) any additional payments necessary to
discharge certain tax liabilities as defined in the Agreement.
Upon Mr. Ornstein's termination without Good Cause or upon Good Reason, any
and all vesting or performance requirements affecting outstanding stock and
other compensation under the Employee Stock Option Plan will be deemed fully
satisfied and any risk of forfeiture with respect thereto will be deemed to have
lapsed. In addition, and notwithstanding the terms of any stock option, stock
incentive or similar plan maintained by the Company or any other agreement
between the Company and Mr. Ornstein (including, without limitation, any stock
option agreement), upon termination of the Executive's employment Without Good
Cause or upon the exercise by Mr. Ornstein of his rights to terminate his
employment for Good Reason
11
<PAGE> 14
(including without limitation upon or following a Change in Control), the
Company shall make a lump sum cash payment to Mr. Ornstein as follows:
(i) If Mr. Ornstein's employment is terminated by the Company Without
Good Cause or by Mr. Ornstein for Good Reason, in each case, upon or
following a Change in Control transaction in which the holders of the
Company's common stock receive consideration for their shares (either in
the form of cash or securities, property or a combination thereof), the
cash payment shall be made on the closing date of the transaction
constituting the Change in Control and shall equal the greater of (A) the
aggregate Black Scholes value (as calculated by an independent major
investment banking firm) as of such closing date of all options held by Mr.
Ornstein to acquire shares of the common stock of the Company ("Company
Options") and (B) the product of (i) the per share consideration (the value
of which shall be determined by agreement between the Company and Mr.
Ornstein) to be paid to a holder of a share of the Company's common stock
minus the exercise price per share of each Company option held by Mr.
Ornstein and (ii) the number of shares of common stock of the Company
covered by each unexercised Company Option held by Mr. Ornstein; provided,
however, that the total aggregate cash payment to be made to Mr. Ornstein
pursuant to Section 7.5 of the Agreement shall not in any event be less
than $4,500,000.
(ii) If Mr. Ornstein's employment is terminated by the Company Without
Good Cause or by Mr. Ornstein for Good Reason, in each case, in
circumstances other than those set forth in subparagraph (i) above, the
cash payment to Mr. Ornstein shall be made on the date of termination or
the date of the event giving rise to Mr. Ornstein's right to terminate his
employment (whichever is earlier) and shall equal the aggregate Black
Scholes value as of such earlier date of all Company Options by Mr.
Ornstein.
If, under the Agreement, Mr. Ornstein is to receive any payment for
termination for Good Reason, death or permanent disability payment, payment for
termination without Good Cause or any payment as a result of a Change of Control
of the Company Mr. Ornstein shall be entitled to receive the amounts sufficient
to cover the excise tax, if any, imposed on such payments.
Finally, if Mr. Ornstein's employment is terminated by the Company without
Good Cause or by Mr. Ornstein for Good Reason, on the effective date of the
termination, the Company has agreed to enter into a consulting agreement with
Mr. Ornstein, the terms of which will provide for Mr. Ornstein's retention as a
consultant for a period of 10 years from its effective date at the rate of
$50,000 per year.
Upon their appointment as Chief Operating Officer, Chief Financial Officer
and Vice President and General Counsel, respectively, each of Messrs. Lotz,
Stone and Merrett and the Company entered into employment agreements. Mr. Lotz's
employment agreement was amended on March 22, 2000. Mr. Lotz's employment
agreement, as amended, contains the same material provisions as Mr. Ornstein's
except his cash and non-cash compensation is less than Mr. Ornstein's and the
definition of Change in Control excludes provisions regarding being a director
of the Company. Mr. Lotz's base salary is $150,000 with a Minimum Bonus of
$22,500, a Threshold Bonus of $45,000, a Target Bonus of $90,000 and a Maximum
Bonus of $180,000.
Mr. Stone's and Mr. Merrett's employment agreements contain the same
material provisions as Messrs. Ornstein's and Lotz's except, in the case of cash
and non-cash compensation, Messrs. Stone and Merrett receive a base salary of
$100,000 and $85,000, respectively, and are eligible to receive quarterly
bonuses equal to at least 25% of their respective base salaries. Further, Mr.
Stone's and Mr. Merrett's employment agreements differ from Mr. Ornstein's and
Mr. Lotz's with respect to lump sum payments due to each of them upon
termination by the Company Without Good Cause or by either of them for Good
Reason and with respect to the retention of either of them as consultants
thereafter.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The compensation committee consists of independent, outside directors and
has the responsibility for allocation of cash compensation and options to senior
executive officers of the Company. The compensation
12
<PAGE> 15
committee primarily administers the Company's cash compensation plans, employee
stock option plans, and employee stock purchase plans. In those instances in
which Rule 16b-3 of the Exchange Act requires grants or awards of stock options
to be made by a "disinterested" committee, the compensation committee is solely
responsible for the administration of such plans.
The entire board regularly reviews the compensation committee decisions
relating to executive compensation. The Board approved new levels of base
compensation and related structured bonus plan and an Employee Stock Option
Plan, on December 1, 1995 and it was later approved by the shareholders of the
Company on April 8, 1996. The compensation plan and Stock Option Plan were based
on an independent consultant's report on base pay and annual and long-term
incentive compensation with respect to 21 positions from four large carriers and
three regional or commuter airlines. In 1998, the compensation plan was
terminated for all executives with the exception of Jonathan G. Ornstein. The
employment contract of Mr. Ornstein provides for bonuses as described below. The
compensation committee believes that the base salaries of current executives are
below industry average and is therefore studying alternative compensation plans
for the remainder of the executives. Pursuant to the employment contract of Mr.
Ornstein, his salary has been capped. Bonuses are limited to prescribed
percentages of base salary, based upon the percentage growth in earnings per
share of the Company's. Growth in earnings per share is categorized at four
levels. Minimum -- any growth in earnings per share during the prior fiscal
year; Threshold -- 7.0% to 12.9% growth in earnings per share; Target -- 13.0%
to 17.9% growth in earnings per share; and Maximum -- 18.0% or greater growth in
earnings per share. Since salary and bonuses are capped, an integral part of the
Plan is the issuance of stock options on an annualized basis to key employees
under the Stock Option Plan.
The Stock Option Plan provides for options to be issued to officers and key
employees on an annualized basis, which vest at the rate of approximately
one-third per year. The options have a 10-year term and are subject to standard
option provisions such as are included in existing Company plans and exclude the
requirement of continued employment and provisions to deal with termination of
employment due to retirement, death or disability. Under the plan, options will
be issued at the low selling price of Company common stock on the date of grant.
The total number of options granted under the Stock Option Plan in fiscal 1999
was 1,150,000. The compensation committee believes that the issuance of stock
options to officers and key employees related to the appreciation of the
Company's Common Stock, provides equitable incentives to increase the
profitability of the Company.
COMPENSATION COMMITTEE
Daniel J. Altobello
Jack Braly
Ronald A. Fogleman
James E. Swigart
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In August 1998, CCAIR entered into a letter agreement with Barlow Partners,
L.P. ("Barlow") pursuant to which Barlow agreed to act as CCAIR's exclusive
financial advisor with respect to possible business combinations involving
CCAIR. Under the terms of that agreement, Barlow received a fee from CCAIR equal
to two percent (2%) of the aggregate consideration paid by the Company upon the
closing of its merger with CCAIR ($1.1 million). Jonathan G. Ornstein, Chairman
of the Board and Chief Executive Officer of the Company, and James E. Swigart,
member of the Board of Directors of the Company, are partners in Barlow. George
Murnane, III, member of the CCAIR Board of Directors, is also a partner in
Barlow. Upon the completion of the merger, Mr. Murnane became a member of the
Company's Board of Directors.
On September 9, 1998, the Company entered into an agreement with
International Airline Support Group ("IASG") whereby the Company would consign
certain surplus airplane parts to IASG to sell on the
13
<PAGE> 16
open market. IASG in turn would submit proceeds to the Company less a
market-based fee. George Murnane, III, a member of the Board of Directors of the
Company, is a member of executive management and the Board of Directors of IASG.
During 1999, the Company paid IASG approximately $400,000. In February 1999, the
Company entered into an agreement with Barlow whereby Barlow would provide
financial advisory services related to aircraft leases, mergers and
acquisitions, and route profitability. During fiscal 1999, fees totaling
$120,000 were paid to Barlow. Jonathan G. Ornstein, Chairman of the Board and
Chief Executive Officer of the Company, James E. Swigart and George Murnane,
III, members of the Board of Directors of the Company, are partners in Barlow.
The Company will enter into future business arrangements with related
parties only where such arrangements are approved by a majority of disinterested
directors and are on terms at least as favorable as available from unaffiliated
third parties.
COMPARISON OF STOCK PERFORMANCE
Set forth below is a graph comparing the five-year cumulative shareholder
return on the Company's common stock against the five-year cumulative total
return on the CRSP Index for NASDAQ Stock Market, US Companies, and the CRSP
Index for NASDAQ Stocks (SIC 4510-4519). The latter index composed of NASDAQ
companies engaged in air transportation, and includes regional airlines whose
stocks trade on NASDAQ for the periods indicated. The graph assumes an initial
investment of $100.00 and reinvestment of dividends, if any.
[Comparison of Stock Performance Graph]
<TABLE>
<CAPTION>
NASDAQ STOCK MARKET
MESA AIR GROUP, INC. (US COMPANIES) NASDAQ STOCKS
-------------------- ------------------- -------------
<S> <C> <C> <C> <C>
Sept 94 100.00 100.00 100.00
Sept 95 153.80 138.10 182.70
Sept 96 137.70 163.90 163.50
Sept 97 97.20 225.00 182.50
Sept 98 75.50 228.60 161.50
Sept 99 92.50 373.10 162.30
</TABLE>
14
<PAGE> 17
ADOPT CUMULATIVE VOTING
(PROPOSAL NO. 3)
Two of the Company's shareholders have given the Company notice of their
intention to introduce the following proposal for consideration and action by
the shareholders at the Annual Meeting. The proposed resolution and accompanying
supporting statement have been provided by the shareholders/proponents. The
affirmative vote of at least a majority of the Company's outstanding Common
Stock on the Record Date is required for approval of the proposal.
The following shareholder resolution is submitted by John J. Gilbert, 29 E.
64th Street, New York, NY 10021-7043 and Pauline Berberian, 387 Hilton, Glendale
Heights, IL 60139, (630) 894-8349, for vote at the Annual Meeting.
RESOLVED:
ADOPT CUMULATIVE VOTING
With cumulative voting shareholders have flexibility in casting their votes
for directors. The number of votes a shareholder has is based on the number of
shares owned, times the number of directors standing for election. With
cumulative voting shareholders can cast multiple votes for directors they
determine are qualified and independent and withhold votes from directors
lacking these qualities.
This resolution includes the requirement that any future change regarding
cumulative voting be subject to shareholder vote as a separate resolution. This
resolution applies to successor company(s).
Why adopt cumulative voting?
1. Cumulative voting checks management from operating the Company for
management's own benefit. Cumulative voting provides additional corporate
oversight without additional cost.
2. Cumulative voting allows shareholders to cast all their votes for the
most qualified director or directors. Shareholders can thus concentrate their
votes on directors that are:
(a) Independent.
(b) Free from conflicts-of-interest.
(c) Own substantial stock to encourage decisions in shareholders' best
interest.
3. It also encourages management to maximize share value by making it
easier for a would-be acquirer to gain board representation.
What Corporate governance defects can cumulative voting impact at Mesa Air?
Investor Responsibility Research Center reported that only 55% of the Mesa
Board is independent. The Council of Institutional Investors Shareholder Bill of
Rights (www.ciicentral.com) states: "At least two-thirds of a corporation's
directors should be independent. A director is deeded independent if his or her
only non-trivial professional, familial or financial connection to the
corporation or its CEO is his or her directorship."
Mesa's "independent" directors have the following strikes against
independence:
- "Independent" Director Madden has drawn legal fees from Mesa management
for 9 years.
- Independent directors Altobello and Fogleman are cross-directors at World
Airways. Cross-directors tend to look out for each other rather than
shareholders, according to Business Week.
- Previously the majority of independent directors owned no stock. Director
stock-ownership was a key factor in the responsible director monitoring
of management in the acclaimed ouster of Al Dunlap at Sunbeam.
15
<PAGE> 18
- Institutional Shareholder Services reported that Mesa's key Audit and
Nominating committees each had one management-affiliated director and the
key Compensation Committee had one insider and one management-affiliated
director. ISS recommended that all key board committees have only
independent outside directors.
What Recent Concerns Are There Regarding Mesa's Performance?
With Mesa's poor balance sheet:
Mesa Air Group has authorized the repurchase of up to 10% percent of its
Common Stock.
Mesa Air Press Release Dec. 23, 1999
With US Airways poor balance sheet:
Mr. Ornstein, Mesa Chairman, said, "We are delighted to announce the
expansion of our regional jet flying with US Airways."
Mesa Air Press Release Dec. 7, 1999
------------------------
The best boards continue to raise the bar, convinced that a stronger board
can only help improve competitiveness.
Business Week December 8, 1997 Cover Story
To help lift Mesa stock above $4, compared to its high of $24, vote yes for
improved corporate governance:
ADOPT CUMULATIVE VOTING
YES ON PROPOSAL NO. 3
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "AGAINST" THE
RECOMMENDATION TO ADOPT CUMULATIVE VOTING.
------------------------
SELL OR MERGE MESA AIR
(PROPOSAL NO. 4)
A shareholder has given the Company notice of his intention to introduce
the following proposal for consideration and action by the shareholders at the
Annual Meeting. The proposed resolution and accompanying statement have been
provided by the shareholder/proponent. The affirmative vote of at least a
majority of the Company's outstanding Common Stock represented in person or by
proxy at the Annual Meeting is required for approval of the proposal.
The following shareholder resolution and supporting statement are submitted
by Lee Greenwood, owner of 1,000 shares, 510 S. Burnside Ave., No. 10K, Los
Angeles, CA 90036.
RESOLVED:
SELL OR MERGE MESA AIR
HIRE A NATIONALLY RECOGNIZED INVESTMENT BANKER IMMEDIATELY TO EXPLORE ALL
ALTERNATIVES TO MAXIMIZE SHAREHOLDER VALUE, INCLUDING THE SALE OR MERGER OF THE
COMPANY.
This resolution is consistent with management's statement at the 1998
shareholder meeting. Management said the Board would put Mesa up for sale if
company performance did not improve by the 1999 shareholder meeting.
Management's statement was in response to Mr. Lee Greenwood's 1998 proposal on
this same topic (Lee Greenwood, 510 S. Burnside Ave., No. 10K, Los Angeles, CA
90036).
16
<PAGE> 19
Mesa performance continues to suffer:
Mesa stock has fallen 40% this year.
Bloomberg News Dec. 24, 1999
Mesa Air losses continue:
$13 million for 1999
$74 million for 1998 Dec. 7, 1999
Reuters
$29 million write-off includes the elimination of up to 30
Beechcraft/Raytheon B1900, 19-seat prop-planes ($20 million)
Mesa Air Press Release Dec. 7, 1999
This resolution has increased significance as further information is known
about Mesa's management:
- Its 24% dilution of stock value through management stock options
- Its quest for less accountability to shareholders.
In June 1998 the new Board of Directors adopted management stock option
proposals that will result in 24% stock dilution and less management
accountability. New options included 1.3 million (1,300,000) shares for CEO
Jonathan Ornstein. The 24% dilution is double the average dilution for an
airline peer group.
The new board also adopted an escape-clause that increased indemnification
protection for management and directors. Additionally, Mesa purchased an
errors-and-omissions policy to insure its directors and officers up to $20
million per occurrence.
For further information on the Mesa management escape-clauses, see the
Securities and Exchange Commission website
(http://www.sec.gov/cgi-bin/srch-edgar?mesa+air) and review form DEF 14A for
1998.
Nell Minow, highly acclaimed corporate governance specialist, said: "If a
company's performance lags over a sustained period, it is time for the
shareholders to send a message of no-confidence to the Board, reminding them
that they have to hold management -- and themselves -- to a higher standard."
The Company is asked in its response to this resolution:
- Not to include false information.
- Not to change the wording of this resolution.
- Both of which it did in the Mesa 1999 proxy.
Further information to improve Mesa's corporate governance, consistent with
this resolution, can be obtain from:
- Institutional Shareholder Services (http://www.cda.com/iss)
- The Corporate Library (http://www.thecorporatelibrary.com)
- Corporate Governance News (http://www.corpgov.net/news/news.html)
To maximize shareholder value, vote yes:
SELL OR MERGE MESA AIR
YES ON PROPOSAL NO. 4
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "AGAINST" THE
RECOMMENDATION TO HIRE AN INVESTMENT BANKER TO SELL OR MERGE THE COMPANY.
17
<PAGE> 20
OTHER MATTERS
INDEPENDENT AUDITORS
(PROPOSAL NO. 5)
On February 25, 2000, the Company, with the approval of the Company's board
of directors, dismissed KPMG LLP ("KPMG") as its independent accountants. KPMG's
reports on the Company's consolidated financial statements for the past two
years have not contained any adverse opinion or disclaimer of opinion and have
not been qualified or modified as to uncertainty, audit scope or accounting
principles. In addition, during the Company's two most recent fiscal years and
the subsequent interim periods preceding KPMG's dismissal, there have not been
any disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of KPMG, would have caused
them to make a reference to the subject matter of the disagreement in connection
with their reports.
During the Company's two most recent fiscal years and subsequent interim
period preceding the dismissal of KPMG:
(1) KPMG did not advise the Company that the internal controls
necessary for the Company to develop reliable financial statements did not
exist, provided, however, that in a letter to the Company, dated January
31, 2000, KPMG advised the Company that during the course of KPMG's audit
of the Company's consolidated financial statements for the fiscal year
ended September 30, 1999, information came to KPMG's attention that led it
to conclude that the Company had a material weakness in the maintenance of
its books and records and a reportable condition involving the review of
restrictive covenants in contractual agreements.
Notwithstanding the potential merits of the comments discussing the
weaknesses identified by KPMG, the Company believes it has taken steps
necessary and appropriate to ensure that it does not have weaknesses in the
maintenance of its books and records and review of existing contractual
agreements, including, without limitation, the hiring of a new Chief
Financial Officer (effective January 2000), Controller (effective February
2000) and General Counsel (effective August 1999);
(2) KPMG did not advise the Company that information had come to
KPMG's attention that led them to no longer be able to rely on management's
representations, or that made them unwilling to be associated with the
financial statements prepared by management;
(3) KPMG did not advise the Company of the need to expand
significantly the scope of their audit, or that information had come to
their attention during such period that, if further investigated, may (i)
materially impact the fairness or reliability of previously issued
consolidated financial statements and Reports of Independent Auditors, or
the financial statements issued or to be issued covering the fiscal period
subsequent to the date of the most recent financial statements covered by
an audit report, or (ii) cause KPMG to be unwilling to rely on management's
representations or be associated with the Company's consolidated financial
statements; and
(4) KPMG did not advise the Company that information had come to their
attention that they had concluded materially impacted the fairness or
reliability of previously issued consolidated financial statements and
Reports of Independent Auditors, or the consolidated financial statements
issued or to be issued covering the fiscal period subsequent to the date of
the most recent consolidated financial statements covered by an audit
report.
Deloitte & Touche L.L.P. has been selected as the Company's independent
auditors for the current fiscal year, which ends September 30, 2000.
Representatives of that firm are expected to be present at the Annual Meeting
with the opportunity to make a statement if they desire to do so and to be
available to respond to appropriate questions. The Company has authorized KPMG
to respond fully to the inquiries of the successor accountant concerning the
subject matter of each of such disagreement.
18
<PAGE> 21
ANNUAL REPORT
The 1999 Annual Report of the Company, which was mailed to stockholders
with this Proxy, contains financial and other information about the activities
of the Company, but is not incorporated into this Proxy Statement and is not to
be considered part of these proxy soliciting materials.
The Company will provide upon written request, without charge to each
shareholder of record as of the Record Date, a copy of the Company's annual
report on Form 10-K for the year ended September 30, 1999 as filed with the
Commission. Any Exhibits listed in the Form 10-K also will be furnished upon
request at the Company's expense. Any such request should be directed to the
Company's Secretary at the Company's executive offices at 410 North 44th Street,
Phoenix, Arizona 85008.
VOTING BY PROXY
In order to ensure that your shares will be represented at the Annual
Meeting, please sign and return the enclosed Proxy in the envelope provided for
that purpose, whether or not you expect to attend. Any shareholder may, without
affecting any vote previously taken, revoke a written proxy by giving notice of
revocation to the Company in writing or by executing and delivering to the
Company a later dated proxy.
SHAREHOLDER PROPOSALS FOR ACTION AT THE COMPANY'S NEXT ANNUAL MEETING
A shareholder proposal for shareholder action at the next Annual Meeting of
Shareholders to be held in 2001, must be received by the Company's Secretary at
the Company's offices no later than March 9, 2001 in order to be included in the
Company's proxy statement and form of proxy for that meeting. Such proposals
should be addressed to the Corporate Secretary, Mesa Air Group, Inc., 410 North
44th Street, Phoenix, Arizona 85008. If a shareholder proposal is introduced at
the 2001 Annual Meeting of Shareholders without any discussion of the proposal
in the Company's proxy statement, and the shareholder does not notify the
Company on or before May 24, 2001, as required by the Commission's Rule
14(a)-4(c)(1), of the intent to raise such proposal at the Annual Meeting of
Shareholders, then proxies received by the Company for the 2001 Annual Meeting
will be voted by the persons named as such proxies in their discretion with
respect to such proposal. Notice of such proposal is to be sent to the above
address.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Jonathan G. Ornstein
Jonathan G. Ornstein, Chairman of the
Board and Chief Executive Officer
Phoenix, Arizona
June 7, 2000
19
<PAGE> 22
MESA AIR GROUP, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
MESA AIR GROUP, INC. FOR THE ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of Mesa Air Group, Inc., a Nevada corporation
(the "Company"), hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders, dated July 7, 2000, and hereby appoints Jonathan G. Ornstein or
Paul R. Madden and each of them, proxies and attorneys-in-fact, with full power
of substitution, on behalf and in the name of the undersigned, to represent the
undersigned at the Annual Meeting of Shareholders of MESA AIR GROUP, INC. to be
held at the Phoenix Airport Marriott, 1101 N. 44th Street, Phoenix, Arizona on
August 9, 2000 at 10:00 a.m., Arizona Time, and at any adjournment(s) or
postponement(s) thereof, and to vote all shares of Common Stock that the
undersigned would be entitled to vote if then and there personally present, on
the matters set forth below.
1. ELECTION OF DIRECTORS
[ ] FOR ALL NOMINEES LISTED BELOW (EXCEPT AS MARKED TO THE CONTRARY BELOW):
Jonathan G. Ornstein, Paul R. Madden, Daniel J. Altobello, Jack Braly,
Herbert A. Denton, Ronald R. Fogleman,
Maurice A. Parker, George Murnane III, James E. Swigart
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED ABOVE
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:
--------------------------------------------------------------------------------
The undersigned agrees that the proxy holder is authorized to cumulate votes in
the election of directors and to vote for less than all of the nominees.
(continued, and to be signed, on other side)
<PAGE> 23
(continued from other side)
2. RATIFICATION OF DELOITTE & TOUCHE AS THE COMPANY'S INDEPENDENT AUDITORS
[ ] FOR the nominee listed above
3. PROPOSAL TO ADOPT CUMULATIVE VOTING
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. PROPOSAL TO SELL OR MERGE MESA AIR
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES NAMED ABOVE AND AS SAID PROXIES DEEM ADVISABLE
ON SUCH MATTERS AS MAY COME BEFORE THE MEETING.
DATED: ________, 2000
SIGNATURES:
----------------------------------
----------------------------------
----------------------------------
PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ABOVE. WHEN SHARES ARE
HELD IN COMMON OR IN JOINT
TENANCY, BOTH SHOULD SIGN. WHEN
SIGNING AS ATTORNEY, AS EXECUTOR,
ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE
AS SUCH. IF A CORPORATION, SIGN IN
FULL CORPORATE NAME BY PRESIDENT
OR OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AN AUTHORIZED
PERSON.
I WILL [ ] WILL NOT [ ] ATTEND
THE MEETING.
PLEASE RETURN IN THE ENCLOSED, POSTAGE-PAID ENVELOPE.
