Ponder Harrison
Allegiant TravelAbout Ponder Harrison
Ponder Harrison, age 63, is an independent director of Allegiant Travel Company (ALGT) and currently serves as Lead Independent Director (director since 2019). He previously served as an Allegiant executive (2002–2009) and consultant (2009–2017), bringing deep airline commercial, marketing, and technology experience; board-identified skills include airline/transportation, branding/data analytics, M&A/business development, digital marketing, strategic planning, finance/capital, information technology, and investor communications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegiant Travel Company | Executive officer responsible for marketing, pricing, revenue management, inflight/people services, distribution, e-commerce | 2002–2009 | Drove commercial strategy and revenue management capabilities . |
| Allegiant Travel Company | Consultant | 2009–2017 | Ongoing strategic/commercial advisory support . |
| Corporate Aircraft Partners, Inc. | President | 2001–2002 | Leadership in aviation services . |
| Virtual Premise, Inc. | Co‑founder; Chairman & CEO; SaaS commercial real estate information management | 1999–2011 | Led technology enterprise to successful exit (acquired by CoStar Group in 2011) . |
| ValuJet Airlines (later AirTran) | Vice President of Sales & Marketing (ValuJet inception) → Senior Vice President of Marketing (post‑merger to AirTran) | 1993–1998 | Built brand and commercial functions from launch through merger integration . |
| Delta Air Lines | Management roles | 1983–1992 | Foundational airline operations and commercial experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Parkinson’s Foundation (national) | Board of Directors | Since 2019 | Philanthropic governance role . |
| Comvest Partners | Executive Partner | Since 2018 | Private investment partner; industrial/technology focus . |
| Franklin Templeton’s Blackhorse Industrial Technology Fund | Strategic Advisor | Since 2017 | Advisor in venture/private equity; industrial technology . |
Board Governance
- Independence: Board determined Harrison is independent under Nasdaq rules; only the Chair (Maurice J. Gallagher, Jr.) and CEO (Gregory C. Anderson) are non‑independent .
- Lead Independent Director: Harrison presides over executive sessions and liaises between the Chair/CEO and independent directors; duties include agenda-setting for executive sessions, calling meetings of non‑management directors, and presiding where the Chair has a conflict .
- Committees: Member, Compensation Committee (small committee acts without a designated chair; met five times in 2024) . Not a member of Audit (Ellmer/Marvin/Pollard; Marvin chairs and is financial expert) or Nominating & Governance (Brewer/Marvin/Morgan) .
- Attendance: Board met six times in 2024; each incumbent director attended more than 87% of board and committee meetings they were entitled to attend .
- Executive sessions: Independent directors meet quarterly outside management’s presence .
Fixed Compensation
| Component | 2024 Amount | Structure/Terms | Notes |
|---|---|---|---|
| Annual cash retainer | $20,000 | Fixed retainer to all directors | Excludes expense reimbursement . |
| Meeting fees | $5,000 per meeting | Paid for each board meeting attended | Company reimburses out‑of‑pocket expenses . |
| Cash paid (Harrison) | $40,000 | Fees earned or paid in cash for 2024 | No perquisites >$10,000; no tax gross‑ups . |
| Equity grant (outside directors) | 10,000 restricted shares (granted Oct 2022) | Time‑based vesting over five years; effectively 2,000 shares per year; forfeiture if board service ends | No new director stock awards granted in 2024 . |
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance‑linked director pay metrics | None disclosed; outside director equity is time‑based (2022 grant), not tied to financial/ESG metrics. No director stock awards granted in 2024 . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Harrison; board skills matrix flags public company board membership for Morgan and Pollard, not Harrison . |
| Compensation committee interlocks | None; no member of ALGT’s compensation committee serves on another company’s board/comp committee with ALGT executives . |
| Related‑party transactions | None >$120,000 in 2024 or since Jan 1, 2025 involving directors/executives or 5% holders and immediate families; audit committee must approve any future related‑party transactions . |
Expertise & Qualifications
- Airline/transportation; branding/marketing/data analytics; business development/M&A; digital marketing; strategic planning; finance/capital/investments; information technology/high tech; media/communications/investor relations (per board skills matrix) .
- Deep commercial/marketing leadership across Delta, ValuJet/AirTran, and Allegiant; technology/enterprise software founder with SaaS leadership and exit; ongoing investment/advisory roles in industrial technology .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 33,128 | Includes 5,000 restricted shares unvested as of proxy date . |
| Vested vs. unvested | Vested: 28,128; Unvested: 5,000 | Derived from disclosed totals and footnote (unvested restricted) . |
| Ownership % of outstanding | <1% (asterisked) | Outstanding shares: 18,254,744 (record date Apr 29, 2025) . |
| Hedging/pledging | Company has no restriction on hedging; short sales are prohibited; not aware of any hedging transactions by directors/officers as of proxy date . |
Governance Assessment
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Strengths
- Lead Independent Director role enhances independence and oversight; quarterly executive sessions; clear responsibilities for managing conflicts and facilitating board feedback .
- Relevant airline and commercial expertise with technology operator background aligns with ALGT’s revenue/ancillary focus; board skills matrix confirms coverage in key domains (marketing, M&A, strategy, finance, IT) .
- Compensation Committee membership with no interlocks; committee independent; chartered authority; five meetings in 2024 .
- Attendance robust (>87% for incumbents); supports engagement .
- Director cash fees are modest; equity grants vest over five years, promoting retention and alignment; no tax gross‑ups; perquisites under $10k .
-
Watch items / potential red flags
- Hedging policy: Company does not restrict director or employee hedging, though it reports no known hedging by directors/officers; permissive hedging can weaken alignment versus peer best practices .
- Prior executive/consulting relationship with ALGT (2002–2017) while currently independent—board affirms Nasdaq independence, yet historical ties should be monitored for perceived conflicts; no related‑party transactions disclosed in 2024/2025 .
- Director equity awards are time‑based; absence of director performance‑linked equity metrics (common in some governance frameworks) may reduce direct pay‑for‑performance linkage at board level .
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Additional context
- Board met six times; committees active (audit five; compensation five; nominating two); audit chaired by financial expert (Marvin); independent directors meet quarterly .
- Section 16 compliance: company notes certain late Form 4s for officers in 2024; no late filings indicated for directors .