Gregory C. Anderson
Allegiant TravelAbout Gregory C. Anderson
Gregory C. Anderson, age 43, is President, Chief Executive Officer, and a director of Allegiant Travel Company (ALGT). He became CEO and joined the board in September 2024 after serving as President since August 2022; prior roles include CFO (2019–Jan 2023), principal accounting officer (2015–Jan 2021), and senior vice president, treasury (2017–2019). He joined Allegiant in 2010; earlier roles include corporate accounting at US Airways (May 2009–Jan 2010) and public accounting at Ernst & Young; he is a Certified Public Accountant. 2024 operational context under his leadership included $2.5B total operating revenue (+0.1% YoY), airline operating margin ex-specials down to 7.7% from 11.4%, net debt reduced by $155.2M to $1.23B, and a $321.8M impairment at Sunseeker; company TSR since 12/31/2019 measured $55.77 in 2024 (per $100 baseline) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Allegiant Travel Company | President, Chief Executive Officer, and Director | CEO/Director since Sep 2024; President since Aug 2022 | Transition to 737 MAX fleet; reset executive compensation to performance/metrics in 2025 . |
| Allegiant Travel Company | Chief Financial Officer; Executive Vice President | CFO 2019–Jan 2023; EVP 2019–Aug 2022 | Led finance through pandemic recovery and capital structure; treasury leadership . |
| Allegiant Travel Company | Principal Accounting Officer; SVP Treasury | PAO 2015–Jan 2021; SVP Treasury 2017–2019 | Strengthened accounting and liquidity management . |
| Allegiant Travel Company | Accounting (joined) | 2010–2014 (various) | Built internal finance and controls foundation . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| US Airways | Corporate Accounting | May 2009–Jan 2010 | Major carrier accounting experience . |
| Ernst & Young | Public Accounting | Pre-2009 | Audit/controls skillset; CPA credential . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $260,000 | $65,000 | $400,000 |
| Bonus (cash) | $0 | $3,872 | $200,000 |
| 2025 Base Salary (established) | — | — | $600,000 (effective 2025) |
Notes:
- In 2024, upon promotion to CEO, his employment agreement was amended: $600,000 cash compensation in 2024 (base plus spot bonus), and $600,000 annual base starting 2025; legacy stock-price-based cash and deep out-of-the-money option constructs were eliminated .
Performance Compensation
2024 Grants and Equity Mix
| Award type | Grant date | Quantity/Terms | Status/Notes |
|---|---|---|---|
| Restricted Stock | 1/1/2024 | 13,000 shares; grant-date fair value $1,073,930 | Vests through 1/1/2027 . |
| Stock Options | 1/1/2024 | 7,000 @ $210 (2024 exercisability); 8,000 @ $255 (2025); 9,000 @ $295 (2026) | All expired unexercised or canceled with amended agreement . |
Vesting activity realized in 2024 (shares vested; value at vest):
- 35,869 shares vested (value $2,363,767) on 4/3/2024; 9,045 shares ($450,712) on 8/1/2024; 12,933 shares ($729,551) on 10/1/2024 .
Key vesting schedules outstanding (as of 12/31/2024):
- 5,604 RS vesting 8/1/2025 .
- 45,198 RS: 22,400 vest in 2025; remainder through 1/1/2027 .
- 13,000 RS: 3,466 vest in 2025; remainder through 1/1/2027 .
CEO share-holding policy: must hold vested shares for 12 months post-vesting (except to cover taxes or upon certain terminations/change in control), which moderates near-term selling pressure .
2025 Plan Design (approved for future awards)
- Short-term cash bonus metrics: CASM ex-fuel, operating margin, operational excellence (controllable completion, NPS, A60 arrivals, Star D0 departures, safety admin), controllable completion vs U.S. airlines, and tactical excellence (peak week utilization, FTEs/100k passengers). Payout range: 50% (threshold) to 150% (stretch) of target. Target weighting specifics not disclosed .
- Long-term incentives: 50% performance-based on relative TSR and net debt to EBITDA; earned awards granted in Feb 2026 with 3-year vesting; payout 50–150% of target. For Mr. Anderson, performance-based grant only for performance above target levels; time-based RS also part of LTI with 3-year vesting .
- Compensation philosophy: majority at-risk; clawback aligned with Nasdaq rules and misconduct; one-year minimum vesting; option repricing prohibited; CEO 12-month post-vest holding period .
Equity Ownership & Alignment
| Ownership snapshot | Amount |
|---|---|
| Beneficially owned shares (as of 4/29/2025) | 115,185, incl. 50,869 unvested RS |
| Shares outstanding (record date 4/29/2025) | 18,254,744 |
| Ownership as % of shares outstanding | ~0.63% (115,185 / 18,254,744) derived from |
| Unvested RS (as of 12/31/2024) | 63,802 (5,604 + 45,198 + 13,000) |
| Options (outstanding) | None (2024 tranches expired/canceled) |
Additional alignment/controls:
- Stock ownership guideline: CEO 3x base salary; other NEOs 2x .
- Hedging/pledging: Company permits hedging; no known hedging by NEOs/directors; short sales prohibited. No specific pledging disclosed for Mr. Anderson (policy does not restrict pledging) .
- CEO holding period: 12 months post-vesting (tax sale exception) .
Employment Terms
- Agreement: August 2022 employment agreement amended September 2024; for termination without cause or resignation with good reason (as defined), accelerated vesting of equity that would otherwise vest within next three years and continued fringe benefits through contract term; similar acceleration on death/disability .
- Illustrative value: If terminated on 12/31/2024, estimated ~$6.0M from accelerated vesting (based on $94.12 stock price) .
- Restrictive covenants: Non-compete and non-solicitation during employment and 1 year post-termination; NDA for 5 years post-employment .
- Change-in-control: Performance awards accelerate only pro-rata or based on actual performance through CIC unless stated otherwise; time-based acceleration at committee discretion; no automatic change-in-control cash payments .
- Severance policy cap: Cash severance limited to 3x base salary plus prior-year cash bonus without shareholder approval .
- Clawback: Recovery of incentive comp for restatements and certain misconduct per Nasdaq-aligned policy .
Board Governance
- Role: Director since 2024; not independent (CEO). Does not serve on audit, compensation, or nominating committees (all committee members are independent) .
- Board structure: Chairman is Maurice J. Gallagher, Jr.; Lead Independent Director is Ponder Harrison; independent directors meet quarterly in executive sessions .
- Attendance: Board met six times in 2024; each incumbent director attended >87% of board/committee meetings .
- Committee composition (independent): Audit (Ellmer, Marvin—Chair/Financial Expert, Pollard); Compensation (Brewer, Harrison, Pollard); Nominating/Governance (Brewer, Marvin, Morgan) .
- Director pay (non-employee): $20,000 annual retainer + $5,000 per meeting; outside directors received 10,000 RS in Oct 2022 vesting over five years; 2024 director pay ~$40,000 cash each; no director tax gross-ups reported .
Compensation Structure Analysis
- 2022–2024 legacy plan relied on multi-year restricted stock grants (with some stock-price-based cash and deep OTM options)—most provisions now removed for CEO via 2024 amendment; 2023–2024 outcomes revealed misalignment as airline equity underperformed, prompting redesign .
- 2025 program shifts to balanced pay-for-performance with explicit operational/financial metrics and 50% performance-based LTI tied to relative TSR and leverage improvement, with payout bands (50–150%) and CEO-specific hurdle for performance LTI above target .
- Governance mitigants include clawbacks, minimum vesting, option repricing prohibition, CEO 12-month post-vest hold, and severance caps; however, hedging remains permitted (red flag), albeit with no reported use by NEOs to date .
Performance & Track Record
- 2024 operating results: Total operating revenue $2.5B (+0.1% YoY); airline operating income down 43.5% YoY; airline operating margin ex-specials 7.7% (from 11.4%); net debt reduced by $155.2M to $1.23B; Sunseeker operating loss $59.4M (ex-specials) and $321.8M impairment .
- Customer/commercial: Record average ancillary fare $75.83 (+4.0%); co-brand remuneration $134.7M (+12.7%); 545k Visa cardholders; 18M Allways Rewards members .
- Pay vs Performance context: 2024 PEO-2 “compensation actually paid” and TSR trend disclosed; company TSR value since 12/31/2019 at $55.77 in 2024; airline-only operating margin cited as key performance measure .
- Governance feedback: >99% say-on-pay support in 2024; 2025 maintains annual vote .
Director Compensation (for context; Anderson is a management director)
| Item | Amount/Terms |
|---|---|
| Annual cash retainer | $20,000 per year |
| Meeting fees | $5,000 per meeting |
| Equity | 10,000 RS granted Oct 2022, vest over five years; no 2024 grants |
| 2024 cash received (each) | $40,000 |
| Gross-ups/perqs | No director tax gross-ups; no perqs ≥$10k disclosed |
Equity Vesting Calendar Snapshot (Anderson)
| Vest date(s) | Shares | Source |
|---|---|---|
| 8/1/2025 | 5,604 | |
| 2025 (various) | 22,400 (tranche of 45,198) | |
| 2025 (various) | 3,466 (tranche of 13,000) | |
| 9/23/2025/26/27 | Time-based RS tranches for other NEOs shown; CEO tranches separately above |
Note: CEO must hold vested shares for 12 months post-vesting (except for tax) .
Employment & Contracts (Selected Terms)
- Termination without cause/for good reason: Accelerated vesting of equity otherwise vesting within next 3 years; fringe benefits continue through contract term (through 2026); similar acceleration on death/disability .
- Non-compete/non-solicit: During employment + 1 year; NDA 5 years .
- Change-in-control: No automatic cash payments; performance award acceleration limited to pro-rata/actual performance; time-based at committee discretion .
- Severance cap policy: ≤3x salary + prior-year cash bonus without shareholder approval .
Risk Indicators & Red Flags
- Hedging allowed (no restrictive policy), though company is not aware of hedging by NEOs/directors; short sales prohibited .
- Section 16 reporting: late Form 4s in 2024 for certain officers (administrative timing issue) .
- Related party transactions: None >$120,000 for 2024–YTD 2025 .
- Option repricing prohibited; minimum vesting periods enforced .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: >99% favorable; 2025 advisory vote planned .
- 2024 engagement focused on adding performance-based metrics and curbing discretionary bonuses—both adopted in 2025 structure .
Compensation Committee
- Members: Montie Brewer, Ponder Harrison, Charles Pollard (all independent, no chair) .
- Consultant usage: No outside compensation consultants; benchmarking vs U.S. airlines/ULCCs .
Investment Implications
- Alignment improving: 2025 shifts a larger share of CEO pay to explicit performance metrics (relative TSR, leverage) with payout bands and a CEO hold period that reduces near-term selling, supporting alignment and signal quality .
- Supply from vesting is paced and subject to a 12-month hold, tempering immediate insider selling pressure; 2024 vestings were sizable, but options expired/canceled, removing near-term in-the-money option overhang .
- Retention risk moderate: Equity accelerates upon certain terminations; non-compete/non-solicit and CEO ownership/holding rules create switching costs; severance cash capped by policy, limiting parachute risk .
- Governance watch: Hedging allowance is an alignment red flag (no evidence of use), but independent committees, strong clawback, minimum vesting, and say-on-pay support mitigate concerns; CEO is not board chair (split roles), and committees remain fully independent .
- Execution risk: 2024 airline margin compression and Sunseeker impairment underscore operational/strategic execution risks; 737 MAX induction and ancillary growth are positive offsets; net debt reduction is constructive for balance-sheet-linked incentives going forward .