Drew A. Wells
Allegiant TravelAbout Drew A. Wells
Drew A. Wells, age 38, is Executive Vice President and Chief Commercial Officer of Allegiant; he joined the company in 2011 and rose through revenue leadership roles, becoming CRO in January 2023, CCO in September 2024, and EVP in April 2025 . Company performance in 2024 included total operating revenue of $2.5B (+0.1% YoY), airline operating margin of 7.7% (down vs 2023), net debt reduced by $155.2M, and record ancillary fare of $75.83 per passenger . Pay-vs-performance shows Allegiant’s $100 TSR from 12/31/2019 at $55.77 in 2024; airline-only operating margin was 5.8% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allegiant Travel Company | Director of Revenue | 2016–2018 | Led revenue function during scale-up of ancillary monetization and network expansion . |
| Allegiant Travel Company | Vice President, Revenue | 2018–2021 | Oversight of pricing, revenue management . |
| Allegiant Travel Company | Senior Vice President, Revenue | Feb 2021–Jan 2023 | Senior leadership of revenue; promoted amid growth in loyalty and ancillary economics . |
| Allegiant Travel Company | Chief Revenue Officer | Jan 2023–Sep 2024 | Executive accountability for revenue; integration with commercial initiatives . |
| Allegiant Travel Company | Chief Commercial Officer | Sep 2024–present | Expanded remit across commercial strategy . |
| Allegiant Travel Company | Executive Vice President | Apr 2025–present | Executive leadership (commercial) . |
External Roles
No external directorships or roles were disclosed for Wells in the proxy filings .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 Plan |
|---|---|---|---|
| Base Salary ($) | $235,000 | $240,000 | $475,000 |
| Target Bonus % | Not disclosed (short-term incentive moved to metric-based in 2025; payouts 50–150% of target) | Not disclosed | Not disclosed (metrics-based) |
Performance Compensation
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Cash Bonus ($) | $608,630 | $350,000 | 2024 bonuses were discretionary and lower vs 2023 given reduced profitability . |
| Stock Awards ($ grant-date fair value) | $963,634 | $549,970 (25% phantom stock) | RSUs and phantom stock; phantom units settled in cash at vesting over 3 years . |
2025 incentive design:
- Short-term incentive metrics: airline CASM ex-fuel, operating margin, operational excellence (controllable completion, NPS, A60, Star D0, safety), peer-relative completion, and tactical excellence (peak week utilization, FTEs per 100k pax); payout 50–150% of target .
- Long-term incentives: 50% of LTI performance-based on relative TSR and Net Debt/EBITDA, granted post-FY with 3-year vesting; time-based RSUs (remaining LTI) also 3-year vesting .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 26,336 (<1% outstanding) |
| Unvested Restricted Stock (shares) | 13,262 |
| Unvested RSU tranches | 1,455 vest 10/20/2025; 1,469 vest half on 4/3/2025 and 4/3/2026; 2,134 vest half on 8/4/2025 and 8/4/2026; 8,938 vest one-third on 9/23/2025, 9/23/2026, 9/23/2027 . |
| Phantom Stock (unvested units) | 2,979 units, 3-year graded vest; cash-settled at vesting . |
| Stock Ownership Guidelines | 2× base salary for NEOs; CEO 3× . |
| Pledging/Hedging | Company permits hedging, prohibits short sales; no hedging transactions by NEOs/directors known as of filing . |
Employment Terms
- Employment agreement: Not disclosed for Wells (2022 agreements discussed for other executives; CEO’s amended in 2024) .
- Severance limits: Policy caps cash severance at 3× base salary + prior-year cash bonus absent shareholder approval .
- Clawback: Executive Compensation Clawback Policy aligned with Nasdaq listing standards, recovery for restatements and certain misconduct .
- Change-of-control and vesting: 2022 LTIP prohibits repricing, requires minimum 1-year vest; performance awards may vest pro-rata or to actual performance; time-based vesting acceleration at committee discretion .
Vesting Schedules and Outstanding Equity Detail
| Grant Type | Grant Date | Shares/Units | Vesting Schedule | Grant-Date Value |
|---|---|---|---|---|
| RSU (time-based) | 9/23/2024 | 8,938 | 1/3 on 9/23/2025, 9/23/2026, 9/23/2027 | $412,489 |
| Phantom stock | 9/23/2024 | 2,979 | 3-year graded; cash-settled | $137,481 |
| RSU (time-based) | 10/20/2023 | 1,655 | Vested per table; remaining unvested 1,455 vest 10/20/2025 | — |
| RSU (time-based) | 4/3/2023 | 1,469 | 1/2 on 4/3/2025 and 4/3/2026 | — |
| RSU (time-based) | 8/4/2023 | 2,134 | 1/2 on 8/4/2025 and 8/4/2026 | — |
Insider Transactions (last 24 months)
| Date | Code | Shares | Price ($) | Description | Holdings After |
|---|---|---|---|---|---|
| 11/27/2024 | F | 726 | 61.98 | Tax withholding at RSU vest; administrative repurchase | 25,664 shares |
| 04/30/2025 | A | 314 | — | ESPP purchase; Rule 16b-3(c) exemption | — |
| 08/04/2025 | F | 260 | 48.59 | Tax withholding at RSU vest; administrative, not open-market | 26,390 shares |
| 10/20/2025 | — | — | — | Form 4 filing (details consistent with vesting schedule) | — |
- Pattern: Transactions are routine tax withholdings associated with scheduled vesting; no open-market sales identified in these filings .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2023 | 57.8% support . |
| 2024 | >99% favorable vote . |
Compensation committee composition: independent directors Montie Brewer, Ponder Harrison, Charles Pollard; committee met five times in 2024 and administers LTIP and bonuses .
Performance Compensation Structure Details
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 2025 STI: CASM ex-fuel, operating margin, operational excellence, peer-relative completion, tactical excellence | Not disclosed | Not disclosed | Not disclosed | 50–150% of target | Cash (annual) |
| 2025 LTI: Performance RSUs (relative TSR vs peers; Net Debt/EBITDA) | 50% of LTI is performance-based | Not disclosed | Not disclosed | 50–150% of target | 3-year vest |
| 2024 RSUs (time-based) | N/A | N/A | N/A | N/A | 1/3 annually over 3 years |
| 2024 Phantom stock (time-based, cash-settled) | N/A | N/A | N/A | N/A | 3-year graded |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement specifics | No individual employment agreement disclosed for Wells; CEO agreement amended in 2024; 2022 agreements applied to other NEOs (Wilson, DeAngelo) . |
| Severance policy cap | Max 3× base + prior-year bonus without shareholder approval . |
| Clawback | Recovery mandated for restatements; discretionary recovery for defined misconduct . |
| Change-of-control vesting | Performance awards vest pro-rata/actual performance; time-based acceleration at committee discretion; no repricing; 1-year minimum vest . |
| Hedging/short sales | Hedging permitted; short sales prohibited; no hedging activity known among NEOs/directors . |
| Ownership guideline | 2× base salary for NEOs . |
Investment Implications
- Alignment: Equity-heavy packages (RSUs and phantom stock) with 3-year vesting and 2025 performance-based LTI tied to relative TSR and leverage improvement sharpen pay-for-performance and increase retention lock-in for Wells .
- Retention/Selling Pressure: Upcoming vest dates (4/3/2025; 8/4/2025; 9/23/2025; 10/20/2025) may trigger routine tax withholdings; recent Form 4s show administrative “F” transactions rather than open-market sales, reducing sell-pressure signal risk .
- Governance/Controls: Robust clawback and severance caps mitigate compensation risk; LTIP prohibits repricing and enforces 1-year minimum vesting .
- Execution Risk: 2024 airline margins compressed (7.7% vs prior year) and Sunseeker generated losses/impaired assets; however, ancillary revenue and card partnerships saw record levels—key levers under the commercial remit that can support future margin recovery and TSR-linked outcomes for performance LTI .