Maurice J. Gallagher, Jr.
Allegiant TravelAbout Maurice J. Gallagher, Jr.
Founder of Allegiant’s strategy, long‑tenured director since 2001, and current Chairman of the Board (non‑independent). Age 75. He previously served as CEO from 2003–June 2022 and again from September 2023–September 2024; Executive Chairman from June 2022–September 2023 and September 2024–April 2025. Core credentials span ULCC strategy, airline operations, M&A, finance, and safety oversight, with prior founding/leadership roles at ValuJet (predecessor to AirTran) and WestAir.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegiant Travel Company | Chairman of the Board | Chair since 2006; Director since 2001 | Board leadership; strategic direction; not a member of board committees |
| Allegiant Travel Company | Chief Executive Officer | 2003–Jun 2022; Sep 2023–Sep 2024 | Led development/implementation of strategy; founder of business model |
| Allegiant Travel Company | Executive Chairman | Jun 2022–Sep 2023; Sep 2024–Apr 2025 | Executive oversight between CEO transitions |
| ValuJet Airlines (predecessor to AirTran) | Founder; Officer and Director | 1993–1997 | Low‑fare airline scaling; governance and operating leadership |
| WestAir Commuter Airlines | Principal Owner and Executive | 1983–1992 | Regional operations leadership and ownership |
External Roles
| Company/Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in 2025 proxy biography | — | — | No current public company directorships disclosed for Mr. Gallagher in the biography section |
Board Governance
- Independence and roles: Gallagher is not independent and serves as Chairman; committees consist solely of independent directors. He and the CEO do not sit on any board committees. Lead Independent Director: Ponder Harrison.
- Committee structure and cadence: Audit (chair: Linda Marvin; 5 meetings in 2024), Compensation (Brewer/Harrison/Pollard; 5 meetings in 2024; no chair), Nominating & Governance (Brewer/Marvin/Morgan; 2 meetings in 2024; no chair).
- Attendance and engagement: The board met 6 times in 2024; each incumbent director attended >87% of the total board and committee meetings they were entitled to attend. Independent directors meet in executive session quarterly.
- Stockholder engagement and say‑on‑pay: Company conducted outreach (top holders ~60% of shares contacted; ~one‑third engaged). 2024 say‑on‑pay received >99% support. Annual say‑on‑pay continues.
- Skills: The board’s skills matrix attributes to Gallagher span airline/transportation, business development/M&A, government/regulatory/legal, operations, safety, HR/organizational, strategic planning, senior leadership, finance/capital, accounting, risk management, IT/high tech, and media/IR.
Fixed Compensation (Executive roles impacting 2022–2024)
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | — | 187,500 | 666,667 |
| Bonus ($) | 3,000,000 | 750,000 | — |
| Stock Awards ($) | — | — | — |
| Options ($) | — | — | — |
| All Other Comp ($) | — | — | — |
| Total ($) | 3,000,000 | 937,500 | 666,667 |
- Compensation terms: No employment agreement in place for Mr. Gallagher. The Compensation Committee set his base salary at $750,000 per year while CEO through September 2024, then $100,000 per year upon return to Executive Chairman.
- Director fees: Outside directors receive $20,000 annual cash retainer plus $5,000 per meeting; in October 2022, each outside director received 10,000 restricted shares vesting over five years (not applicable to Mr. Gallagher as a non‑independent director).
Performance Compensation
- 2024 actuals for Mr. Gallagher: No bonus, equity, or options reported for 2024; compensation consisted of salary only while serving as CEO and then Executive Chairman.
- Company 2025 program (context for governance of incentives): Short‑term cash bonus metrics are approved and include airline adjusted CASM ex‑fuel, operating margin, and “operational/tactical excellence” (controllable completion, NPS, A60, Star D0, safety administration, peer‑relative controllable completion, peak‑week utilization, FTE per 100k passengers). Long‑term performance stock (50% of LTI) is tied to relative TSR and Net Debt/EBITDA; time‑based RS vests over three years.
| 2025 Metric (Plan) | Type | Design/Notes |
|---|---|---|
| Adjusted CASM ex‑fuel | Annual bonus | Threshold 50% to stretch 150% of target payout; airline metric focus |
| Operating Margin | Annual bonus | Financial performance linkage |
| Operational Excellence (NPS, A60, Star D0, safety admin, controllable completion vs peers) | Annual bonus | Scorecard of reliability and customer metrics; includes peer‑relative completion |
| Tactical Excellence (peak‑week utilization, FTE/100k pax) | Annual bonus | Utilization and productivity |
| Relative TSR | LTI performance RS | 50% of LTI tied to performance; 3‑year vest; 50–150% outcome range |
| Net Debt/EBITDA | LTI performance RS | Balance sheet improvement |
- Risk controls: Clawback for restatements per Nasdaq plus misconduct; minimum ownership guidelines for NEOs (3x CEO salary; 2x other NEOs); plan prohibits repricing; CEO post‑vest 12‑month holding requirement under LTIP.
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company board roles disclosed for Mr. Gallagher in the proxy biography; no Compensation Committee interlocks disclosed. |
Expertise & Qualifications
- Founder/operator with >20 years CEO/chair experience at Allegiant; founder at ValuJet; senior leadership/strategy depth; airline operations and safety oversight experience.
- Skills matrix attributes include airline/transportation, M&A, regulatory/legal, operations, safety, HR/organizational, finance/capital, accounting, risk management, IT/high tech, strategic planning, senior leadership, and media/IR.
Equity Ownership
| Category | Detail |
|---|---|
| Total beneficial ownership | 2,348,348 shares (12.9% of outstanding; base of 18,254,744 shares). Includes 211,000 shares held by two entities he controls. |
| Vested vs. unvested awards (12/31/2024) | No unvested restricted stock or options shown for Mr. Gallagher on the outstanding awards table. |
| Options (exercisable/unexercisable) | None disclosed outstanding for Mr. Gallagher at year‑end 2024. |
| Hedging/pledging policy | Company permits hedging/offset strategies; not aware of any such transactions by NEOs or directors as of proxy date; short sales prohibited. Pledging not addressed explicitly in the text. |
Governance Assessment
-
Strengths
- Significant “skin in the game”: 12.9% ownership aligns interests with shareholders.
- Independent committees; lead independent director; regular executive sessions.
- Strong attendance disclosed (>87% for all incumbents) and defined committee workloads.
- Company‑wide clawback; LTIP prohibits repricing; CEO post‑vest holding requirement.
- No related‑party transactions with directors/executives in 2024–2025 period.
- High say‑on‑pay support in 2024 (>99%), and proactive shareholder engagement informing compensation redesign.
-
Watch items / potential red flags
- Non‑independent chair with founder control; requires robust lead independent director role and strong committee independence to balance influence.
- Hedging is permitted for directors/executives (even if not used), which is shareholder‑unfriendly relative to best practice (alignment/anti‑hedging policies).
- Compensation decisions historically made without outside consultants; reliance on internal judgment—committee composition is independent but investors often prefer independent comp advisors.
- Section 16 compliance lapses (late Form 4s in 2024 for several officers), indicating process discipline risk (though not tied to RPTs).
- Strategic oversight risk highlighted by Sunseeker: $321.8M impairment and $59.4M operating loss (ex‑specials) in 2024, suggesting need for rigorous capital allocation oversight.
Notes on Director Compensation (context)
- Outside director pay is modest (cash retainer $20,000 plus $5,000 per meeting) with a 10,000‑share restricted stock grant in October 2022 vesting over five years; no stock awards granted to directors in 2024. Mr. Gallagher is not listed among outside directors receiving these fees.
Attendance and Tenure Snapshot
- Board met six times in 2024; all incumbents >87% attendance; Gallagher has served on the board since 2001 and is age 75.