Charles Pollard
Allegiant TravelAbout Charles W. Pollard
Independent director since 2009; age 67. Former airline CEO with legal and corporate finance background: president/CEO at Omni Air International (2007–2008), president/CEO at World Airways (1993–1997), and early career as a corporate attorney at Skadden, Arps (1983–1987). Skills matrix highlights expertise in operations, strategic planning, government/regulatory/legal, risk management, and senior leadership; also serves on another company’s board. Determined independent under Nasdaq rules; board-level attendance exceeded 87% in 2024 across board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Omni Air International | President & CEO; prior executive roles | 1997–2009; CEO Jan 2007–Sep 2008 | Led airline operations; relevant to Allegiant’s growth and operational oversight. |
| World Airways | President & CEO; prior executive roles | 1987–1997; CEO 1993–1997 | CEO experience at a carrier; informs strategic decisions and industry insight. |
| Skadden, Arps, Slate, Meagher & Flom LLP | Corporate attorney | 1983–1987 | Corporate finance and M&A depth supporting board-level transactions. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aircastle Limited (global aircraft leasing) | Director; Chair of Compensation Committee; Chair of Risk & Governance Committee | Since 2010 | Provides board insights into aircraft markets; governance committee leadership experience. |
| Other public company board flag (skills matrix) | Public company board membership | — | Skills matrix indicates external public board experience. |
Board Governance
- Committee assignments: Audit (member), Compensation (member). Not a chair; Audit Committee chaired by Linda Marvin; Compensation Committee operates without a chair.
- Independence: All directors except the Chairman (Gallagher) and CEO (Anderson) are independent; all board committees comprise independent directors only.
- Attendance and meetings: Board met 6 times in 2024; each incumbent director attended more than 87% of board and committee meetings; Audit Committee met 5 times; Compensation Committee met 5 times; Nominating & Governance met 2 times.
- Lead Independent Director: Ponder Harrison; responsibilities include presiding over executive sessions, agenda setting for independent director meetings, and liaison duties with the chair/CEO. Independent directors meet quarterly in executive session.
- Risk oversight: Audit Committee oversees financial reporting and related-party review; Compensation Committee oversees compensation risk; full board monitors operational, safety, and cybersecurity risks with quarterly management reports.
Fixed Compensation
| Component | Terms | Pollard 2024 Amount |
|---|---|---|
| Annual cash retainer | $20,000 per year | Included in total |
| Per-meeting fee | $5,000 per meeting | Included in total |
| Equity (director program) | 10,000 restricted shares granted Oct 2022; vests over five years; forfeited if service does not continue for full period | No new stock awards in 2024 (program covers 2022–2026); 5,000 unvested RS as of proxy date included in ownership table footnote. |
| 2024 total director comp | Fees earned or paid in cash | $40,000 |
Notes:
- No director received ≥$10,000 in perquisites in 2024; no tax gross-ups for directors.
Performance Compensation
- Director equity is time-based only; Allegiant does not use performance-based (metric-tied) equity or bonuses for non-management directors.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation committee interlocks | None: no member of Allegiant’s Compensation Committee serves on the board/comp committee of an entity with Allegiant executives on its board/committee. |
| Related-party transactions | None >$120,000 in 2024–2025; future related-party transactions require Audit Committee approval and must be at arm’s-length terms. |
Expertise & Qualifications
- Operations; Strategic Planning; Government/Regulatory/Legal; Risk Management; Senior Leadership; public company board experience per skills matrix.
- Corporate finance/M&A grounding from Skadden, Arps; aircraft leasing market insight via Aircastle board roles.
Equity Ownership
| Metric | Amount | As-of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 26,000 | Apr 29, 2025 | Includes 5,000 unvested restricted shares; <1% of outstanding. |
| Shares outstanding | 18,254,744 | Apr 29, 2025 | Used for % ownership. |
| Ownership % of outstanding | ~0.142% | Derived | 26,000 / 18,254,744. |
| Unvested restricted stock | 5,000 | Proxy date | Director program grant from Oct 2022. |
| Hedging/pledging policy | Company permits hedging; no restriction on hedging/offsetting transactions; not aware of any such transactions by NEOs/directors as of proxy date; short sales prohibited for insiders. |
Governance Assessment
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Strengths:
- Independent director with deep airline operating experience and prior CEO roles; adds operational rigor and strategic perspective.
- Dual committee service (Audit and Compensation) enhances oversight breadth; Audit chaired by financial expert; committee composition fully independent.
- High attendance adherence; board and committees met regularly.
- No related-party transactions; interlock risk mitigated.
- External governance experience (chairs compensation and risk/governance at Aircastle) beneficial for aircraft market insights.
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Risks / Watch items:
- RED FLAG: Hedging permitted for directors/employees; although company is unaware of actual hedging, allowance can weaken alignment with shareholders. Short sales are prohibited.
- Director equity is time-based (no performance metrics), reducing direct pay-for-performance linkage for board compensation.
- Compensation Committee does not use outside compensation consultants; relies on management input and committee judgment—appropriate for size but can present perception risk in contested environments.
- Potential perception of conflict from Aircastle (aircraft leasing) board role; no related-party transactions disclosed, but continued monitoring warranted given Allegiant’s fleet plans.
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Shareholder feedback signals:
- Say-on-pay approved with >99% favorable vote at 2024 meeting; frequency vote in 2023 supported annual votes (72%).
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Overall: Pollard’s airline CEO and legal/M&A background, committee roles, and independence support board effectiveness. The permissive hedging policy and non-performance director equity are notable governance caveats; absence of related-party transactions and strong attendance mitigate concerns.