Gail Peterson
About Gail Peterson
Gail Peterson (age 46) is an independent director of Sun Country Airlines, serving since January 2023. She is the former EVP & Global Chief Marketing Officer at Ecolab, previously held senior marketing roles in Ecolab’s Global Healthcare business, and spent 15 years as a marketing executive at General Mills; she holds a BA in Psychology from Princeton and an MBA from Harvard Business School . Her board-relevant strengths are in global marketing, branding, communications, stakeholder engagement, and she has been recognized by Savoy and Women’s Inc. for leadership and board influence .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Ecolab, Inc. | EVP & Global Chief Marketing Officer (oversaw global brand, communications, market research, sustainability and water partnerships) | Former; role held since January 2020 | Global brand, stakeholder communications, sustainability partnerships |
| Ecolab, Inc. | Marketing executive, Global Healthcare business | Prior to CMO role (dates not specified) | Healthcare commercial strategy |
| General Mills, Inc. | Marketing executive | 15 years (dates not specified) | Brand-building and consumer marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Minnesota Children’s Museum | Board service | Not disclosed | Community/non-profit governance |
| Minnesota Chamber of Commerce | Board service | Not disclosed | State-level business policy and advocacy |
| Executive Leadership Council | Member | Current | Senior Black executive leadership network |
| Black Executive CMO Alliance | Member | Current | CMO peer network |
| Recognition (Savoy, Women’s Inc.) | Honoree | Various | “Most Influential Black Corporate Directors,” “Top 100 Executives,” “Most Influential Women in Business” |
Board Governance
- Independence and tenure: The Board has determined Peterson is independent under Nasdaq rules; she has served since January 2023 and is a Class I nominee for a term expiring at the 2028 annual meeting .
- Committees: Member, Compensation & Human Resources Committee; Member, Nominating & Corporate Governance Committee; not a chair .
- Attendance and engagement: In FY2024, directors had 100% attendance at Board and committee meetings; Peterson attended the 2024 annual meeting of stockholders .
- Governance structure: Independent Chair (Jennifer Vogel) and CEO roles split; Board oversees financial, safety, cybersecurity, compensation, and governance risks via four committees with chartered responsibilities .
- Compensation oversight quality: Comp Committee (of which Peterson is a member) uses independent consultant Meridian; committee interlocks/insider participation: none .
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 75,000 | Standard non-employee director cash retainer |
| Committee chair fees | 0 | Only chairs receive additional fees; Peterson not a chair |
| Annual equity retainer (RSUs) | 120,000 | RSUs generally granted at annual meeting; vests on first anniversary |
| All other compensation (ATP travel benefit utilized; company pays associated taxes) | 1,650 | Directors received a $10,000 travel bank; utilized amount reported as taxable income and taxes grossed-up by company |
Program benchmarks for all non-employee directors: $75,000 cash retainer ($125,000 for Chair); RSUs valued at $120,000 ($170,000 for Chair); additional chair fees: Audit $25,000; Comp & HR $20,000; Nominating & Governance $15,000; Safety $15,000; cash paid quarterly; RSUs vest in one year .
Performance Compensation
- Director equity is time-based, not performance-based. Annual RSUs generally vest on the first anniversary of grant; no performance metrics apply to non-employee director equity .
- Reported Form 4s indicate annual director RSU grants (consistent with program):
- Form 4 filed June 14, 2024 (document date June 12, 2024) by Peterson (annual RSU grant) .
- Form 4 filed June 13, 2025 (noted as RSU grant vesting on June 11 per filing) .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Peterson beyond Sun Country .
- Related-party transactions: The company reports no related-party transactions involving directors/officers exceeding $120,000 for FY2024 other than standard compensation programs .
Expertise & Qualifications
- Skills matrix flags Peterson for: Senior executive, risk management, M&A, digital technology/innovation, sales & marketing, and talent management .
- Board value-add: Global marketing and communications expertise; stakeholder and brand strategy; Minnesota corporate ecosystem experience .
Equity Ownership
| Holder | Beneficially Owned Shares | Notes |
|---|---|---|
| Gail Peterson | 23,888 | Beneficial ownership as of record date (April 14, 2025) |
| Unvested/Outstanding RSUs (12/31/2024) | 11,386 | Unvested RSUs outstanding as of December 31, 2024 |
| Shares outstanding (Record Date) | 53,207,689 | For context; company total shares outstanding |
Policy signals:
- Hedging/margin: Company prohibits hedging transactions and purchases on margin; also bans short sales and derivatives by directors and officers .
- Pledging: No pledging of Peterson’s shares is disclosed in beneficial ownership footnotes; no pledging policy is explicitly stated beyond the margin prohibition .
Governance Assessment
- Strengths
- Independent director with 100% attendance and active service on Compensation and Nominating/Governance committees, supporting robust oversight .
- Comp Committee independence and use of Meridian as independent consultant; no interlocks or insider participation, indicating sound compensation governance .
- Equity retainer aligns directors with shareholders (time-based RSUs), with routine disclosure via Form 4 filings; no related-party transactions disclosed .
- Company-wide prohibitions on hedging, short sales, derivatives, and margin purchases reduce misalignment risks .
- Watch items / potential red flags
- Perquisite/tax gross-up: Directors receive an annual travel bank and the company pays related taxes (gross-up); Peterson utilized $1,650 in 2024. While small, tax gross-ups are often viewed as shareholder-unfriendly .
- Alignment depth: Beneficial ownership is modest (typical for outside directors), and equity awards are time-based (no performance conditions), which is standard but provides less performance linkage than PSUs .
- Re-election monitoring: Peterson stands for re-election as a Class I director at the 2025 annual meeting; track vote support and any proxy advisor commentary .
- Contextual signal
- Say-on-pay received ~95% support in 2024, which, paired with Peterson’s role on the Compensation & HR Committee, indicates generally favorable shareholder sentiment toward pay programs overseen by the committee .