Gary Ellmer

About Gary Ellmer

Independent director of Allegiant Travel Company since 2008; age 71 as of the 2025 proxy. Former airline operating executive (COO roles at ATA and Executive Airlines/American Eagle Caribbean) with >30 years of airline operations and safety experience, and an eight-year U.S. Marine Corps veteran. Board service focuses on audit oversight; he is independent under Nasdaq rules and serves on the Audit Committee (not designated the financial expert) .

Past Roles

External Roles

Board Governance

• Independence and board composition: The board determined all directors except the Chair (Gallagher) and CEO (Anderson) are independent; Ellmer is independent and not an executive. Standing committees are Audit, Compensation, and Nominating & Governance, all independent-only .
• Committee assignments: Ellmer is a member of the Audit Committee (Chair is Linda Marvin; Marvin is the designated audit committee financial expert). Ellmer is not on Compensation or Nominating & Governance .

• Attendance and engagement: The board met 6 times in 2024; each incumbent director attended >87% of the total of all board and committee meetings they were entitled to attend .
• Lead Independent Director: In 2024, Ponder Harrison served as Lead Independent Director; independent directors meet in executive session quarterly .
• Audit Committee report: Ellmer co-signed the Audit Committee report recommending inclusion of the audited 2024 financials; audit committee independence affirmed .

Director Election Results (Signal of investor confidence)

Fixed Compensation

Director pay structure: Annual cash retainer $20,000 plus $5,000 per board meeting attended; expense reimbursement; no tax gross-ups and no director perquisites ≥$10,000 in 2024. In October 2022, each outside director received 10,000 restricted shares vesting over five years (effectively ~2,000 per year); no new stock awards in 2023 or 2024 for directors .

Notes:

• No director-specific meeting or chair fees disclosed beyond the per-meeting structure .
• No director tax gross-ups; no perquisites ≥$10k in 2024 .

Performance Compensation

• Directors do not receive performance-based incentives; equity grants to non-employee directors are time-based restricted stock (2022 grant vesting over 5 years) .

Other Directorships & Interlocks

• Other public company boards for Ellmer: None disclosed; matrix does not indicate external public board service for Ellmer .
• Compensation committee interlocks: None; no ALGT compensation committee member served on a board or compensation committee of a company having an executive officer on ALGT’s board/compensation committee .

Expertise & Qualifications

• Core skills (self-identified matrix): Operations and Safety; Airline/transportation sector experience .
• Biography highlights: COO roles at three airlines; extensive experience in safety management systems, reliability design, FAA interface, training programs, incident prevention/response; U.S. Marine Corps veteran .

Equity Ownership

• Pledging/hedging: Company has not adopted a policy restricting hedging by employees or directors; short sales are prohibited; company is not aware of any hedging transactions by NEOs or directors as of the proxy date .

Say-on-Pay & Shareholder Feedback (Context for governance quality)

• 2025 LTIP amendment approved (1,348,032 additional shares capacity subject to fungible ratio); signals support for plan design changes; audit ratification passed strongly .

Related-Party Transactions (Conflict review)

• Company disclosed no related-party transactions >$120,000 involving directors/executives (including family members) for 2024 and since Jan 1, 2025; audit committee approval is required for any future such transactions .

Governance Assessment

• Strengths

  • Long-tenured operating executive with deep safety and operations expertise aligned to airline risk profile; active Audit Committee member overseeing financial reporting and auditor independence .
  • Consistent re-election support; 2024 and 2025 director votes indicate broad stockholder backing (low withhold rates) .
  • Director cash compensation is modest and standardized; no perquisites or tax gross-ups; multi-year equity awarded in 2022 aligns director interests over a five-year horizon .

• Watch items / RED FLAGS

  • No anti-hedging policy: company expressly allows employees/directors to hedge, though it reports no known hedging; short sales prohibited. Lack of anti-hedging protections can weaken alignment perceptions versus peers that ban hedging .
  • No disclosed director stock ownership guidelines (executive ownership guidelines exist, but none for directors), potentially reducing formal “skin-in-the-game” requirements for board members .
  • Ellmer is not the audit committee financial expert (role held by Linda Marvin), which is appropriate but highlights reliance on other members for deep accounting expertise .

• Attendance/Engagement

  • Board met 6 times in 2024; all incumbents >87% attendance; Audit Committee met 5 times, indicating active oversight cadence .

• Overall signal: Ellmer’s operational and safety background, independent status, and steady election outcomes support board effectiveness. Governance posture would be stronger with adoption of explicit anti-hedging/anti-pledging policies for directors and formal director ownership guidelines .