Sandra Morgan
Allegiant TravelAbout Sandra Morgan
Sandra Douglass Morgan, 47, is an independent director of Allegiant Travel Company (ALGT) since October 2021. She is a seasoned attorney and governance leader with deep regulatory, compliance, and public-sector experience; she currently serves as President of the NFL’s Las Vegas Raiders (since July 2022). Prior roles include Chair of the Nevada Gaming Control Board (Jan 2019–Nov 2020), Nevada Gaming Commissioner (appointed April 2018), and senior legal/External Affairs roles at AT&T, City of North Las Vegas, and MGM Resorts; she also serves as an independent director at Fidelity National Financial (NYSE:FNF) (since Nov 2020) and previously at Caesars Entertainment (NYSE:CZR) (Nov 2021–July 2022) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Las Vegas Raiders (NFL) | President | Jul 2022–Present | Senior executive leadership in a highly regulated, public-facing environment |
| Covington & Burling | Of Counsel | Nov 2021–Jul 2022 | Corporate governance/compliance advisory |
| Douglass Morgan, LLC | Owner/Manager | Jan 2021–Present | Legal and consulting firm leadership |
| Nevada Gaming Control Board | Chairwoman | Jan 2019–Nov 2020 | First African-American chair; regulatory oversight |
| Nevada Gaming Commission | Commissioner | Appointed Apr 2018 | State regulatory oversight |
| AT&T Services, Inc. | Director of External Affairs (Nevada) | 2016–Jan 2019 | Government and community affairs |
| City of North Las Vegas | City Attorney | 2008–2016 | First African-American city attorney in Nevada |
| MGM Mirage (now MGM Resorts) | Litigation Attorney | 2005–2008 | Litigation and compliance |
External Roles
| Organization | Role | Public/Non-Profit | Tenure | Notes |
|---|---|---|---|---|
| Fidelity National Financial (NYSE:FNF) | Independent Director | Public | Nov 2020–Present | Title insurance/real-estate transaction services |
| Caesars Entertainment (NYSE:CZR) | Independent Director | Public | Nov 2021–Jul 2022 | Gaming/hospitality; resigned upon Raiders role |
| Nevada State Athletic Commission | Athletic Commissioner (prior) | Public-sector | Not disclosed | Prior state commission service |
| Jobs for Nevada’s Graduates | Board Member (prior) | Non-profit | Not disclosed | Workforce development |
Board Governance
- Status: Independent director (ALGT determined all directors except the Chair (Gallagher) and CEO (Anderson) are independent) .
- Committee assignments (ALGT): Nominating & Governance Committee member; the committee acts without a chairperson .
- Attendance/engagement: Board met 6 times in 2024; each incumbent director attended >87% of combined board/committee meetings they were entitled to attend; independent directors meet quarterly in executive session .
- Committee activity context: Audit (5 meetings in 2024; Marvin is Chair/Financial Expert), Compensation (5 meetings; acts without chair), Nominating & Governance (2 meetings; acts without chair) .
- Board leadership: Lead Independent Director is Ponder Harrison; responsibilities include presiding over executive sessions and agenda-setting for non-management meetings .
Fixed Compensation
| Component | Policy/Rate | 2024 Amount (Morgan) |
|---|---|---|
| Annual cash retainer | $20,000 per year | $40,000 total fees (cash) |
| Meeting fees | $5,000 per meeting attended | Included in $40,000 |
| Expense reimbursement | Out-of-pocket reimbursed | Not quantified |
| Perquisites/tax gross-ups | No perquisites ≥ $10,000; no tax gross-ups for directors | N/A |
Performance Compensation
| Grant Date | Instrument | Shares | Vesting | Notes |
|---|---|---|---|---|
| Oct 2022 | Restricted Stock | 10,000 | Vests over five years (effectively 2,000 shares/year) | Grant intended to cover five years of director stock comp; any unvested forfeited if service ends |
| 2024 | Equity grants | — | — | No new director stock awards in 2024 (2022 grant continues to vest) |
- Performance metric linkage: Director equity is time-based, not performance-conditioned; no option awards disclosed for directors .
- Clawback/recoupment framework: Awards under the 2022 Long-Term Incentive Plan are subject to the company’s executive compensation recoupment (clawback) policy and applicable law; minimum 1-year vesting generally applies (up to 5% plan exceptions) .
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Interlocks |
|---|---|---|---|
| Fidelity National Financial | NYSE:FNF | Independent Director | None disclosed; ALGT discloses no compensation committee interlocks |
| Caesars Entertainment (prior) | NYSE:CZR | Independent Director (Nov 2021–Jul 2022) | Ended before/at start of Raiders presidency; no interlocks disclosed |
- Compensation Committee Interlocks: ALGT’s Compensation Committee reports no interlocks or insider participation issues .
Expertise & Qualifications
- Board skills matrix indicates Morgan contributes in Government/Regulatory/Legal, Sustainability, Strategic Planning, Senior Leadership, and Risk Management .
- Biography highlights >20 years in legal, compliance, and regulatory oversight across gaming, hospitality, telecommunications, public sector, and sports, with experience in governance, internal investigations, stakeholder engagement, and ESG-related oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Sandra D. Morgan | 11,650 | <1% | Includes 5,000 unvested restricted shares for each outside director as of the proxy date |
- Hedging/pledging: Company permits hedging transactions; as of the proxy date, management is not aware of any such transactions by NEOs or directors; short sales are prohibited .
Governance Assessment
-
Strengths:
- Independent director with deep regulatory, legal, and governance expertise; sits on Nominating & Governance (board composition, guidelines, ESG risk oversight) .
- Attendance and engagement standards met (>87% attendance) with quarterly independent director sessions; independent lead director structure in place .
- Director equity promotes alignment via multi-year vesting; no director tax gross-ups or large perquisites .
- No related-party transactions involving directors/officers in 2024 and since Jan 1, 2025; Compensation Committee reports no interlocks .
- Shareholder sentiment: >99% favorable say-on-pay vote in 2024; ongoing shareholder engagement emphasized .
-
Watch items / potential red flags:
- Director equity is time-based, not performance-conditioned (reduced direct pay-for-performance linkage for directors, though common market practice) .
- Company allows hedging of company stock (though none known among directors/NEOs) which can weaken alignment optics for some investors .
- Nominating & Governance and Compensation committees act without designated chairs; acceptable for small boards but some governance frameworks prefer formal chair accountability .
-
Overall view: Morgan’s regulatory and governance background, independence, and committee placement (Nominating & Governance) support board oversight quality and ESG/governance risk monitoring. Lack of performance-conditioned director equity and a permissive hedging policy are modest governance quality offsets investors may monitor, but no conflicts or related-party exposures are disclosed .