DEF 14A of Allegiant Travel CO, Apr 29, 2024

DEF 14A of Allegiant Travel CO

Filed Apr 29, 2024 · FY20230001362468-24-000011

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our By-laws provide that there shall be seven directors. Each year, all members of our board of directors are to be elected. All directors serve for a one-year term. The following table sets forth certain information with respect to our board of directors as of April 29, 2024:

  2. ELECTION OF DIRECTORS

    | Name | Age | Position | Director Since (1) | | Maurice J. Gallagher, Jr. | 74 | Chairman of the Board, Chief Executive Officer | 2001 | | Montie Brewer (2) (3) | 66 | Director | 2009 | | Gary Ellmer (4) | 70 | Director | 2008 | | Ponder Harrison (2) | 62 | Director | 2019 | | Linda A. Marvin (3) (4) | 62 | Director | 2013 | | Charles Pollard (2) (4) | 66 | Director | 2009 | | Sandra Morgan (3) | 46 | Director | 2021 |

  3. ELECTION OF DIRECTORS

    (1)Each director serves for a one-year term with all directors being elected at each stockholders’ meeting. (2)Member of the compensation committee. (3)Member of the nominating and governance committee. (4)Member of the audit committee.

  4. Nominees for Election as Directors

    Nominees for Election as Directors All of our directors are to be elected at this annual meeting. The nominating and governance committee of our board of directors has recommended, and our board of directors has approved, the nomination of all existing board members for reelection for a one-year term expiring in 2025. Each elected director will hold office until his or her term expires and until his or her successor is duly elected and qualified. In accordance with the provisions of our By-laws, each nominee has submitted his or her resignation from the board to become effective if the nominee receives more “against” votes than “for” votes and if the resignation is accepted by the board after consideration and recommendation by the nominating and governance committee. It is the intention of the persons named in the accompanying proxy form to vote for the election of all nominees unless otherwise instructed. If, for any reason, any such nominee is not a candidate when the election occurs, which event is not anticipated, it is the intention of the persons named in the accompanying proxy form to vote for the remaining nominees named and to vote in accordance with their best judgment if any substitute nominees are named. Below are the principal occupations and business experience, for at least the past five years, of each nominee. In addition, we indicate below the experience and qualifications which led the board of directors to conclude that each person should serve on the board: Maurice J. Gallagher, Jr. has been actively involved in the management of our Company since he became our majority owner and joined our board of directors in 2001. He has served as our chief executive officer since September 2023, having previously served in such capacity from 2003 until June 2022. He was designated chairman of the board in 2006. From June 2022 until September 2023, Mr. Gallagher served as executive chairman. Prior to his involvement with Allegiant, Mr. Gallagher devoted his time to his investment activities, including companies which he founded. Mr. Gallagher was one of the founders of ValuJet Airlines, Inc. (the predecessor of AirTran which later merged into Southwest Airlines) and served as an officer and director of ValuJet from its inception in 1993 until 1997. From 1983 until 1992, Mr. Gallagher was a principal owner and executive of WestAir Commuter Airlines. As the founder of our business strategy and as our chief executive officer for more than 20 years, Mr. Gallagher provides invaluable strategic direction, innovation and experience to our board. Montie Brewer was elected to our board in 2009. Mr. Brewer served in senior management roles for Air Canada from 2002 until 2009, serving as its president and chief executive officer from 2004 until 2009. Mr. Brewer served on the board of directors of Air Canada from 2004 until 2009. Prior to Air Canada, Mr. Brewer served as senior vice president-planning for United Airlines and previously worked at Northwest Airlines, Republic Airlines, Braniff and TransWorld Airlines, beginning his employment in the airline industry in 1981. Mr. Brewer served as an executive officer of United Airlines from 1988 until 2002. Mr. Brewer has also served as a director of Finnair since March 2018 and as a director of ID90, an IT provider, since April 2017. Mr. Brewer also served as a director of Radixx International, an IT provider, from 2016 to 2019. Mr. Brewer is an innovator in airline network, revenue, distribution and retailing which has allowed him to be very helpful and supportive in Allegiant’s strategic and commercial development. Having experience in both legacy and low cost carriers in North America and Europe, Mr. Brewer provides perspectives on the industry not readily available to Allegiant. Mr. Brewer’s prior experience as chief executive officer of Air Canada for more than four years, and his more than 28 years in management positions at multiple airlines, provide the background for a conclusion that he is a valuable addition to our board. Gary Ellmer was elected to our board in 2008. Mr. Ellmer served in senior management positions for ATA Airlines from 2006 until February 2008, serving as chief operating officer from September 2007 until February 2008. Mr. Ellmer served as president and chief operating officer of Executive Airlines/American Eagle Caribbean from 2002 until 2006. From 1998 until 2002, he served in various officer positions for American Eagle Airlines, Business Express Airlines and WestAir Commuter Airlines. Mr. Ellmer is an eight-year veteran of the United States Marine Corps. Mr. Ellmer’s service as chief operating officer of three airlines, and more than 27 years of experience in the airline industry, provide significant experience with regard to all facets of airline operations, including safety management, safety system development, reliability systems design, labor relations, pilot and technician training programs, FAA interface and regulatory procedures, quality control systems and procedures, maintenance and engineering systems and procedures, accident and incident prevention, accident and incident control, and development and testing of emergency response plans. This experience supports a conclusion that he should continue to serve on our board. Ponder Harrison was elected to our board in October 2019. Mr. Harrison previously served as an executive officer of the Company from 2002 until 2009, during which period he was responsible for marketing and sales, pricing and revenue management, inflight and people services, distribution and e-commerce strategies. Mr. Harrison continued to consult with the Company from 2009 until March 2017. Since then, Mr. Harrison has devoted his time to philanthropic activities and his personal investments. He joined the national Parkinson’s Foundation board of directors in April 2019. In addition, Mr. Harrison has served as an executive partner of Comvest Partners since March 2018 and has been a strategic advisor to Franklin Templeton’s Blackhorse Industrial Technology Fund since September 2017. Mr. Harrison was president of Corporate Aircraft Partners, Inc. from 2001 through 2002. In 1999, he co-founded Virtual Premise, Inc., which was a leading SaaS provider of commercial real estate information management solutions. He served as its chairman and chief executive officer until its acquisition by CoStar Group, Inc. in 2011. Earlier in his career, Mr. Harrison was vice president of sales and marketing for ValuJet Airlines from its commencement of business in 1993. After its merger with AirTran, he served as senior vice president of marketing until 1998. Before joining ValuJet, Mr. Harrison worked in various management roles at Delta Air Lines from 1983 through 1992. Mr. Harrison also brings a diverse background and maintains a core-competency in technology and enterprise software development, having served as a founder, chief executive officer and chairman of a successful SaaS enterprise company. Providing additional benefit to this end, Mr. Harrison is an active private investor in the global industrial technology market segment while also serving as an Advisor to Franklin Resources’ Blackhorse Fund, a venture and private equity investment entity. Mr. Harrison’s extensive experience in the airline business and in sales and marketing substantiated his addition to the board in 2019 and his value to the Company on an ongoing basis.

  5. Nominees for Election as Directors

    Linda A. Marvin was elected to our board in 2013. Ms. Marvin served as chief financial officer of the Company from 2001 until 2007. Since then, Ms. Marvin has dedicated her time to philanthropic activities and her private investments. She served as an officer of The Animal Foundation from 2017 until January 2019, served as its chairman from 2013 until 2016 and has served as an emeritus board member since January 2019. In addition, since August 2023, she has served on the board of the Jazz Outreach Initiative, a 501c3 organization focused on jazz education. From 1996 through 2001, Ms. Marvin held various management positions for Mpower Communications, including chief financial officer and senior vice president of finance. Prior to that, she was involved in the airline industry in various finance and accounting roles with Business Express/Delta Connection and with WestAir Commuter Airlines and earlier in her career, served as an audit manager with KPMG Peat Marwick. From 2018 to 2022 and since May 2023, Ms. Marvin has served as a member of a U.S. Bank Advisory Board. Ms. Marvin’s financial and accounting literacy, leadership expertise, general business knowledge, depth of knowledge of our company, having previously served as our chief financial officer, and her extensive airline industry experience, leads us to conclude she is qualified to serve on, and a valuable addition to, our board. Sandra Douglass Morgan was elected to our board in October 2021. Since July 2022, Ms. Morgan has served as president of the Las Vegas Raiders football team in the National Football League. Ms. Morgan served as an of counsel attorney with Covington & Berling, an international law firm, from November 2021 until July 2022. She has been the owner/manager of Douglass Morgan, LLC, a legal and consulting firm, since January 2021. She is a past chairwoman of the Nevada Gaming Control Board, having served in that position from January 2019 until November 2020. She was appointed to this role by Governor Steve Sisolak and was the first African-American to have served as chair. Ms. Morgan was previously appointed to the Nevada Gaming Commission by Governor Brian Sandoval in April 2018. While serving as a commissioner, Ms. Morgan also served as director of external affairs for AT&T Services, Inc. from September 2016 to January 2019 and was responsible for managing AT&T’s government and community affairs in Nevada. She previously served as the City Attorney for the City of North Las Vegas from 2008 to 2016 and was the first African-American city attorney in the State of Nevada. Prior to her public service with the City of North Las Vegas, Ms. Morgan served as a litigation attorney for MGM Mirage (now known as MGM Resorts) from 2005 to 2008. Ms. Morgan previously served as an athletic commissioner on the Nevada State Athletic Commission and served on the board of directors for Jobs for Nevada’s Graduates. Ms. Morgan has also served as an independent director with Fidelity National Financial, Inc. (NYSE:FNF) a leading provider of title insurance and transaction services to the real estate and mortgage industries, since November 2020 and served as an independent director of Caesars Entertainment, Inc. (NYSE:CZR) a geographically diversified gaming and hospitality company, from November 2021 until July 2022. Ms. Morgan’s experience in highly regulated industries and the hospitality industry provides skills of unique value to the board particularly as we expand our hotel efforts with Sunseeker Resorts. In addition, her regulatory experience and local government experience as a former chief legal officer of a municipality provides further benefit for the Company with regard to policy, rule making, and land use matters. Charles W. Pollard was elected to our board in 2009. Mr. Pollard served in various executive positions for Omni Air International from 1997 until 2009, including as its president and chief executive officer from January 2007 until September 2008. Prior to his employment with Omni Air International, Mr. Pollard served in various executive positions for World Airways from 1987 until 1997, including as president and chief executive officer from 1993 to 1997. Mr. Pollard began his career as an attorney in the corporate practice group of Skadden, Arps, Slate, Meagher & Flom LLP from 1983 to 1987. Mr. Pollard has served as a director of Aircastle Limited since 2010. Mr. Pollard’s chief executive officer experience at two airlines is relevant to the challenges of growing our Company. His experience on the board of Aircastle Limited, a global aircraft leasing group, where he chairs both the compensation committee and the risk and governance committee, provides our board insights into aircraft markets. His law firm experience in corporate finance and mergers and acquisitions provides depth in those areas. Our board of directors recommends that stockholders vote FOR each of the nominees to our board of directors. Please note that proxies cannot be voted for more than seven directors.

  6. Director Compensation

    Director Compensation The members of our board of directors receive an annual cash retainer of $20,000 per year plus an additional $5,000 for each meeting attended and will also be reimbursed for their out-of-pocket expenses. In October 2022, we granted each outside director 10,000 shares of restricted stock to serve as their stock-based compensation for the next five years of board service – that is, subject to vesting over the five-year period with any unvested stock to be forfeited if board service does not continue for the entire five-year period for any reason. This effectively represents a grant of 2,000 shares of restricted stock for each year of board service. The following table illustrates the compensation earned or paid to our non-management directors during 2023:

  7. Director Compensation

    | Name | Fees Earned or Paid in Cash (1) | Stock Awards (2) | Total | | Montie Brewer | $40,000 | $— | $40,000 | | Gary Ellmer | 40,000 | — | 40,000 | | Ponder Harrison | 40,000 | — | 40,000 | | Linda A. Marvin | 40,000 | — | 40,000 | | Charles W. Pollard | 40,000 | — | 40,000 | | Sandra D. Morgan | 40,000 | — | 40,000 |

  8. Director Compensation

    (1)Excludes expense reimbursements. We reimburse our directors for expenses incurred in attending board meetings. (2)As described in Director Compensation above, no stock awards were granted to directors in 2023 since 10,000 shares vesting over five years were granted to each director in 2022. In 2023, no director received $10,000 or more in aggregate perquisites or other personal benefits, including the value of flight benefits. We do not provide tax gross-up payments to members of our board of directors.

  9. Expected Compensation by Year

    *2023 numbers exclude cash compensation paid prior to April 2023, 401k matching contributions attributable to that cash compensation, and the value of stock option grants not likely to produce value for these executives. The stock grants in the above table are intended to be the entire compensation for these named executive officers for the remaining three year, nine month term of their employment agreements other than a possible cash bonus tied to stretch stock price targets substantially higher than prevailing stock prices when the agreements were signed and substantially higher than current stock prices and also stock options with even higher exercise prices than those stock price targets. During the term of the employment agreements for these named executive officers, they will not be eligible for any additional stock grants. The stock grants for these named executive officers are denominated in shares and not in dollar amounts (and consequently, subject to share price performance and down-side risk) and as such, fully align with long-term stockholder value creation. While we believe these compensation packages are best for us due to the direct alignment of the interests of our named executive officers and our stockholders, our executive officers’ commitment to these agreements underscores their belief in the future prospects of the Company.

  10. 2023 Executive Compensation

    | 2023 Executive Compensation Program & Decisions | | | Compensation Element | Strategic and Financial Alignment | | No base cash compensation for most named executive officers | •As Allegiant exited the CARES Act restrictions, effective April 1, 2023, most of our named executive officers will only receive compensation based on Company stock-derived formats. | | 100% of cash bonus program for these officers based on stock price appreciation targets | •Cash bonus is calculated solely based on achieving stock price performance targets, based on a certain number of shares for each calendar year. | | | •Cash bonus is equal to number of shares for each year multiplied by stock price target met for such year, with target prices between $170 and $295 per share requiring significant stock price appreciation of from 144% to 251% based on the stock price at the time. | | Front-loaded, retention-focused restricted stock grants to these executive officers | •Most of our named executive officers received equity grants in the form of restricted stock in April, 2023. These restricted stock grants are designed to vest over the length of the employment agreement and are aimed to retain and motivate our executives to deliver stockholder value creation over the time period. No other stock grants are to be made to these executives during the term of these employment agreements. | | Stock grants for these officers denominated in number of shares and not dollar amounts | •Executives are fully at risk to reductions in stock price to assure alignment between these executives’ compensation and creation of Company value. | | Compensation provided to founder after transition | •Mr. Gallagher has returned to full-time duties as CEO. He was compensated at below-market levels for 2023 duties, with a $750,000 base salary per year and $750,000 bonus paid in February 2024 for services during 2023. |

  11. 2023 Executive Compensation

    Our founder Maurice Gallagher, Jr. served as chief executive officer until June 1, 2022 and as executive chairman from June 2022 until September 26, 2023, when he resumed the duties of chief executive officer when John Redmond resigned. There is no employment agreement in place for Mr. Gallagher. For 2023, the compensation committee determined to pay him a base salary of $750,000 per year beginning in October 2023 and a cash bonus of $750,000 for his efforts as executive chairman and chief executive officer during the year. Mr. Redmond served as chief executive officer from June 2022 until his resignation on September 26, 2023. Although the Summary Compensation Table shows a 2023 stock grant of $8,908,655 and stock option grants with a value of $1,214,550 (in 2022), he later forfeited approximately 87% of the stock grant and all of the outstanding stock options were forfeited. In accordance with the terms of his employment agreement and separation agreement, Mr. Redmond became vested only in a pro rata portion of the restricted stock grant through the date of his resignation. No other stock grants were accelerated upon his departure. Our compensation decisions for our other named executive officers under employment contracts for 2023 did not require any discretion as the compensation was preestablished in their employment agreements signed in 2022. See discussion under "Compensation Packages under 2022 Executive Employment Agreements" below. Through March 2023, the compensation for these named executive officers was established to match 2019 total compensation for them to assure compliance with the executive compensation limits to which we agreed by accepting payroll support from the U.S. Treasury under the CARES Act and subsequent legislation. See "Payroll Support Program Limits on Executive Compensation" below. Robert Neal was promoted to chief financial officer in January 2023. His 2023 compensation included a base salary, participation in the Company’s annual bonus plan and restricted stock grants approved by the compensation committee.

  12. Compensation Packages under 2022 Executive Employment Agreements

    Compensation Packages under 2022 Executive Employment Agreements

  13. Compensation Packages under 2022 Executive Employment Agreements

    | Our Compensation Philosophy | | | | | At Allegiant, our executive compensation philosophy reflects the unique and entrepreneurial nature of our business strategy | | | | • | We designed our plans to not be a carbon copy of other airline companies which often base compensation decisions on compensation consultants' input. | | | • | We have a special structure in place for three of our most highly paid named executive officers with an overwhelming majority of pay tied to share price appreciation. | | | • | Cash bonus and stock option compensation for these three named executive officers are based on employment agreements and reflect high stock price hurdles which must be met to provide rewards. |

  14. Compensation Packages under 2022 Executive Employment Agreements

    Gregory Anderson, Scott Sheldon (our former president and chief operating officer), Robert Wilson and Scott DeAngelo signed new employment agreements as of August 1, 2022, but with the new compensation schedule going into effect as of April 1, 2023, after the expiration of the CARES Act restrictions. The agreements for Messrs. Anderson, Wilson and DeAngelo are described below. Mr. Sheldon resigned from the Company effective as of April 1, 2023. Under the 2022 employment agreement with Mr. Anderson, he began to serve as a president of the Company effective as of August 1, 2022 (in addition to his then current duties as chief financial officer). The employment agreement has a term of four years and five months beginning on August 1, 2022 and expiring on December 31, 2026. Under the employment agreement, Mr. Anderson’s compensation for the period through March 31, 2023 remained the same as under his previous employment agreement with a cash base salary and equity grant intended to match his 2019 compensation to remain compliant with the restrictions on executive compensation imposed by the CARES Act and subsequent government payroll support programs. Consistent with his previous employment agreement, Mr. Anderson received a grant of 10,000 shares of restricted stock upon the expiration of the CARES Act restrictions in April 2023. Effective as of April 1, 2023, Mr. Anderson does not receive any cash base salary, does not participate in our annual cash bonus plan and does not receive any other stock grants during the term of the agreement. Under the employment agreement and related equity grant agreements, the sole compensation to Mr. Anderson (with possible exceptions based on substantial stock price appreciation) consisted of equity grants of 84,000 shares of restricted stock in April 2023 plus an additional 13,000 shares of restricted stock that was granted in January 2024. The restricted stock will vest over the term of the agreement, subject to acceleration upon death, disability, termination of employment without cause or upon a resignation with good reason. Mr. Anderson will be eligible to receive a cash bonus based on stock price performance and based on a certain number of shares for each calendar year. The numbers of shares on which the cash bonus will be based are 6,000 shares for 2023, 7,000 for 2024, 8,000 for 2025 and 9,000 for 2026. The cash bonus would be equal to the number of shares for each year multiplied by the stock price target met for such year with a percentage (75%, 50% or 25%) to be paid if the average stock price exceeds the target price less $10, $20 or $30, respectively. The 2022 employment agreements with Mr. DeAngelo and Mr. Wilson mirror the agreement for Mr. Anderson except that the number of shares of stock on which the possible cash bonus is based and the number of stock options granted may differ. The value of these stock grants and stock options are included in the Summary Compensation Table below. These compensation packages were designed to offer compelling compensation opportunities (subject to continued employment) to incentivize long-term stock price appreciation and the retention of these named executive officers. It is important to note that the committed stock grants for our named executive officers are set in numbers of shares (and not in dollar amounts), which means these named executive officers are fully at risk to reductions in our stock price. Our compensation committee concluded it would be in our stockholders’ interests to establish a fixed number of shares as opposed to a fixed dollar amount to assure alignment between our executives’ compensation and the creation of additional Company value. Challenging Stock Price Targets The full stock price targets for purposes of the cash bonus are $170 for 2023, $210 for 2024, $255 for 2025 and $295 for 2026. These targets were from 144% to 251% of our stock price as of August 1, 2022, when this agreement was signed. As a result, partial cash bonuses can be earned only if our average stock price exceeds $140 in 2023, $180 in 2024, $225 in 2025 and $265 in 2026, in each case, material stock price appreciation over our stock price at the time the agreement was entered into. In determining eligibility for the cash bonuses, the stock price attained would be the average closing price of our stock over any 20 consecutive trading day period during the last six months of each year. As the required stock price was not met in 2023, no cash bonus was payable for 2023. Stock Options at Challenging Exercise Prices As of April 3, 2023 (for the options exercisable in 2023) and January 1, 2024 (for the options exercisable in 2024, 2025 and 2026), Mr. Anderson also received stock options to purchase a total of 30,000 shares, with the total broken down into a certain number of shares for each calendar year and exercisable only during such calendar year. The number of shares and exercise prices for these options are 6,000 shares at $170 per share for 2023 (which expired unexercised), 7,000 shares at $210 per share for 2024, 8,000 shares at $255 per share for 2025 and 9,000 shares at $295 per share for 2026. No Other Compensation There will be no cash base salary and no further stock grants for these named executive officers under these employment agreements through the end of 2026. Under these employment agreements, each of these named executive officers may be entitled to a discretionary cash bonus as determined by the compensation committee for extraordinary efforts. No discretionary bonuses were granted to these named executive officers for 2023.

  15. Compensation Components

    Compensation Components Compensation has historically been broken out into the following components: Base Salary. Effective October 1, 2023, Mr. Gallagher is receiving a base salary of $750,000 a year, which we believe is a modest amount for someone with his credentials. Effective as of April 1, 2023, none of our other named executive officers with employment agreements receives any base salary. The base salaries received by these named executive officers prior to April 1, 2023 were part of the total compensation package that was limited to 2019 levels as a result of the CARES Act. Consistent with our low-cost strategy, the base salary level for Mr. Neal as chief financial officer was less than 50 percent of the average base salary for the chief financial officers at the other public domestic airlines based on their published 2022 information. Annual Incentive Bonus Program. We structure our annual bonus compensation program to reward named executive officers, other management employees (our vice presidents, director level employees and managers) and other employees for our successful performance, and each individual's contribution to that performance. The compensation committee determined to award a $750,000 cash bonus to Mr. Gallagher for 2023 as described above. No cash bonuses were paid in 2023 to those other named executive officers under employment contracts, nor will they participate in the annual cash bonus plan under the employment agreements signed in 2022. Mr. Neal was awarded a cash bonus as disclosed in the Summary Compensation Table. Long-Term Incentive Program. We believe long-term performance is achieved through an equity ownership culture that encourages long-term performance by our executive officers. Our current chief executive officer maintains a substantial equity stake in our Company and is one of our largest stockholders. He did not receive any stock grant for 2023. Our other named executive officers received stock grants in 2023. As equity grants have been made to our executive officers each year, the vesting schedule serves as incentive to remain with the Company because employment must continue from year to year to achieve additional vesting for equity grants. The vesting schedules for the multi-year grants to these executive officers under employment agreements signed in 2022 (as described above) serve the same purpose. Vesting of stock grants to all of our named executive officers generally occur over a three-year period or longer. Our 2022 Long-Term Incentive Plan generally precludes vesting of performance-based awards beyond pro-rata or actual performance in the event of a change in control. The use of stock grants and equity-based cash bonuses as the primary compensation of our named executive officers under employment agreements is intended to foster a culture of performance, in the opinion of the compensation committee and the board, and is intended to incentivize long-term stock price appreciation and the retention of these named executive officers. Risk Mitigation Policies. Our board has approved the following compensation risk mitigation policies: 1.Minimum security ownership of management - to assure proper alignment of the interests of management and those of our stockholders, our board has established minimum stock ownership guidelines for our named executive officers in an amount equal to three times base salary for our chief executive officer and two times base salary for our other named executive officers. 2.Clawback policy - our Policy Relating to Recovery of Erroneously Awarded Compensation applies to our executive officers. The policy provides that the Company will recover from executive officers in the event the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. 3.Long-Term Incentive Plan - our 2022 long-term incentive plan includes the following risk mitigation provisions: a.Minimum vesting requirements - equity grants must have a minimum one-year vesting requirement except that up to five percent of the shares available under the plan may be exempt from this requirement in the discretion of our board b.Repricing of options is prohibited - we have never repriced any options or stock appreciation rights c.Option and stock appreciation right pricing - the exercise price for options or stock appreciation rights will not be less than the closing price of our stock on the date of grant d.Granting of performance-based awards - the holder will be entitled to pro-rated vesting on a change in control or vesting based on actual performance to the date of change in control unless the award agreement provides otherwise. Our compensation committee retains discretion as to acceleration of vesting of time-based awards. e.Holding period for shares after vesting of shares for chief executive officer – Our chief executive officer will not be able to sell or otherwise transfer shares vesting within the 12-month period following vesting, subject to an exception after a termination of employment under certain circumstances. 4.Limit on Cash Severance Payments – In 2022, our compensation committee approved a policy under which cash severance payments would be limited to three times base salary and prior year cash bonus without stockholder approval. Other Compensation. Our officers participate in employee benefits generally available to our full-time employees. We have no current plans to make changes to the levels of benefits and perquisites provided for our named executive officers. 401(k) Plan. We maintain a 401(k) retirement plan that qualifies as a defined contribution plan under Internal Revenue Code section 401(a) and includes a cash or deferred arrangement that qualifies under Code Section 401(k). The plan was established and is maintained for the exclusive benefit of our eligible employees and their beneficiaries. We make matching contributions for active participants equal to 100 percent of their permitted contributions, up to a maximum of three percent of the participant's annual salary plus 50 percent of their contributions between three percent and five percent of their annual salary. Enhanced matching contributions apply to our pilots and flight attendants under our collective bargaining agreements. Eligible employees are immediately 100 percent vested in their individual contributions and “safe harbor” matching contributions. Neither Mr. Gallagher nor Mr. Redmond has participated in the 401(k) plan. Employee Stock Purchase Plan. The Allegiant Travel Company 2014 Employee Stock Purchase Plan or "ESPP" is intended to meet the requirements of an "employee stock purchase plan," as defined in Section 423 of the Internal Revenue Code. The purpose of the ESPP is to provide eligible employees of our Company with the opportunity to acquire an equity interest in the Company through participation in a payroll deduction-based employee stock purchase plan that is tax qualified under Code Section 423. Under the ESPP, our employees have an opportunity to acquire our common stock at a specified discount (currently a 15 percent discount) from the fair market value as permitted by Code Section 423. The compensation committee views the implementation of the ESPP as a positive for stockholders, as it more closely aligns the interests of our employees with the interests of our stockholders. Neither Mr. Gallagher nor Mr. Redmond has participated in the ESPP.

  16. Compensation Components

    Compensation Risk. The compensation committee has determined that our compensation programs do not pose significant risk to our Company as management’s interests are aligned with those of our stockholders. All employees (other than our chief executive officer and those named executive officers under employment agreements) are eligible to participate in the cash bonus program such that employees in any group or function are not included to the exclusion of employees in any other group or function. Further, the cash bonus pool depends on airline profitability such that rewards are based on the common goal of profitability. While the cash bonus program encourages short-term profitability, equity-based grants to management employees under the long-term incentive plan encourage long-term success, further reducing compensation risk. Determination of Equity-Based Award Grant Dates. The compensation committee has the discretion to determine the timing and amount of any equity-based awards. Almost all of the awards in recent years have been in the form of restricted stock. Restricted stock grants are awarded at least two days before pricing based on current market value and are not issued in advance of disclosure of material non-public information. Stock options have been granted under employment agreements with named executive officers at stock prices well above current prices and these employment agreements were not entered into in anticipation of the disclosure of material non-public information other than disclosure of the employment agreements in a current report on Form 8-K. Current Frequency of Stockholder Advisory Votes on the Compensation of Our Named Executive Officers. Our board of directors has determined to include a stockholder advisory vote on the compensation of our named executive officers in our proxy materials every year. An annual vote was established in response to the outcome of the “say on pay frequency” advisory vote at the 2017 stockholders’ meeting and has continued annually since then. A say-on-pay frequency vote was held at our 2023 stockholders’ meeting at which approximately 72 percent of our stockholders voting on the issue voted in favor of annual votes. An advisory vote on "say on pay" for our named executive officers will occur at every annual meeting of stockholders. A "say on pay frequency" vote is next scheduled for our 2029 annual stockholders' meeting.

  17. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  18. SUMMARY COMPENSATION TABLE

    | Name and Principal Position During 2023 | Year | Salary | Bonus (1) | Stock Awards (2) | Option Awards (3) | All Other Compensation (4) | Total | | Maurice J. Gallagher, Jr. (5) | 2023 | $187,500 | $750,000 | $— | $— | $— | $937,500 | | Executive Chairman, | 2022 | — | 3,000,000 | — | — | — | 3,000,000 | | Chief Executive Officer | 2021 | — | — | — | — | — | — | | John Redmond (6) | 2023 | — | — | 8,908,655(7) | — | — | 8,908,655 | | Chief Executive Officer | 2022 | — | 3,500,000 | 3,835,401 | 1,214,550(8) | — | 8,549,951 | | | 2021 | — | — | — | — | — | — | | Gregory C. Anderson | 2023 | 65,000 | 3,872 | 8,530,500(9) | 17,220(10) | 7,150 | 8,623,742 | | President | 2022 | 260,000 | — | 1,974,906 | — | 10,400 | 2,245,306 | | | 2021 | 260,000 | — | 1,947,605 | — | 10,400 | 2,218,005 | | Scott DeAngelo | 2023 | 119,144 | 7,091 | 7,743,607(9) | 53,130(10) | — | 7,922,972 | | Executive Vice President, | 2022 | 260,000 | — | 909,900 | — | — | 1,169,900 | | Chief Marketing Officer | 2021 | 219,000 | — | 899,991 | — | 7,665 | 1,126,656 | | Robert P. Wilson III | 2023 | 74,000 | 4,408 | 6,235,070(9) | 198,260(10) | 10,360 | 6,522,098 | | Executive Vice President, | 2022 | 260,000 | — | 1,084,934 | — | 10,400 | 1,355,334 | | Chief Information Officer | 2021 | 251,000 | — | 1,064,944 | — | 10,040 | 1,325,984 | | Robert J. Neal (11) | 2023 | 235,000 | 600,000 | 963,634 | — | 13,200 | 1,811,834 | | Senior Vice President, | | | | | | | | | Chief Financial Officer | | | | | | | |

  19. SUMMARY COMPENSATION TABLE

    (1)Cash bonuses under our discretionary incentive bonus plan are reported in the year to which they relate, and are paid no later than the end of the first quarter of the following year. No cash bonuses were paid to any named executive officer in 2021. (2)The dollar amounts in this column represent the grant date fair value of restricted stock awards granted, as calculated in accordance with stock-based compensation accounting standards. The fair value of each of these awards is based on the closing share price of our stock on the grant date. In most cases, the restricted stock vests over a period of three years. (3)In accordance with SEC rules, the dollar amounts in this column represent the grant date fair value of options granted, as calculated in accordance with stock-based accounting standards. (4)All Other Compensation consists of our matching contributions under the 401(k) plan for all officers participating in the plan. No amount is included in this column for the value of perquisites and personal benefits, including flight benefits, as these benefits did not exceed $10,000 for any executive officer. (5)During 2023, Mr. Gallagher served as executive chairman until September 26, 2023, when he resumed the role of chief executive officer. (6)During 2023, Mr. Redmond served as chief executive officer until his resignation on September 26, 2023. (7)The stock grant to Mr. Redmond was to be earned over the remaining term of his employment agreement from April 2023 until December 2025, but with his resignation in September 2023, Mr. Redmond forfeited all but $955,472 of the value of this stock grant. No other severance was paid to Mr. Redmond. (8)Mr. Redmond received no value from these stock options as all of the stock options granted to Mr. Redmond either expired unexercised or were forfeited upon his resignation in September 2023. (9)Each of Messrs. Anderson, DeAngelo and Wilson entered into a new employment agreement in August 2022 under which each will continue to serve as an executive officer of the Company through the end of 2026. A multi-year grant of restricted stock was issued to each of them in April 2023 which is intended to be their entire compensation for the remaining three-year, nine-month term of these employment agreements other than a possible cash bonus tied to stretch stock price targets substantially higher than prevailing stock prices when the agreements were signed and now and also stock options with even higher exercise prices than those stock price targets. The full grant date value is reflected in the summary compensation table for 2023 in accordance with SEC rules but is earned over the remaining term of these employment agreements. See the Expected Compensation by Year table on page 21 for an illustration of how the Company will record the stock-based compensation for these grants in each year from the date of grant in 2023 through 2026. (10)The first tranche of these stock options, which represented 100 percent of the stock option value for Mr. Anderson, 32 percent of the stock option value for Mr. DeAngelo and seven percent of the stock option value for Mr. Wilson, expired unexercised at the end of 2023 as the options were never in the money. (11)Mr. Neal was promoted to chief financial officer in January 2023 and became an executive officer at that time. Compensation prior to 2023 is not shown for Mr. Neal as he did not serve as an executive officer during that period.

  20. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table describes grants of plan-based awards to our named executive officers during 2023:

  21. Grants of Plan-Based Awards

    | Name | Grant Date | Stock awards: number of shares of stock (#) | Option awards: number of securities underlying options (#) | Exercise price of Option Awards($/sh) | Grant date fair value of stock and option awards ($)(1) | | Maurice Gallagher Jr. | — | — | | | | | John Redmond | 4/3/2023 | 98,167(2) | | | $8,908,655 | | Gregory Anderson | 4/3/2023 | 94,000(4) | | | $8,530,500(4) | | | 4/3/2023 | | 6,000(3) | $170.00 | $17,220 | | Scott DeAngelo | 4/3/2023 | 85,329(4) | | | $7,743,607(4) | | | 4/3/2023 | | 6,000(3) | $170.00 | $17,220 | | | 4/3/2023 | | 7,000(3) | $210.00 | $35,910 | | Robert Wilson | 4/3/2023 | 68,706(4) | | | $6,235,070(4) | | | 4/3/2023 | | 5,000(3) | $170.00 | $14,350 | | | 4/3/2023 | | 6,000(3) | $210.00 | $30,780 | | | 4/3/2023 | | 7,000(3) | $255.00 | $51,450 | | | 4/3/2023 | | 8,000(3) | $295.00 | $101,680 | | Robert Neal | 4/3/2023 | 6,610 | | | $599,858 | | | 8/4/2023 | 3,200 | | | $363,776 |

  22. Grants of Plan-Based Awards

    (1)Determined as set forth in Note 12 to our consolidated financial statements for the year ended December 31, 2023. Although the table above indicates the full grant date value of the awards, the restricted stock awards granted vest over a three-year period except as noted in footnote 2. (2)Grant of restricted stock on April 3, 2023 under 2022 Long-term Incentive Plan at a grant date fair value of $90.75 per share. The stock grant to Mr. Redmond was to be earned over the remaining term of his employment agreement from April 2023 until December 2025, but with his resignation in September 2023, Mr. Redmond forfeited all but 12,667 shares with a grant date fair value of $1.1 million (which had a fair value of approximately $955,000 at the date of vesting). (3)Grants of stock options on April 3, 2023. Each tranche is only exercisable during the specific calendar year (the options with a $170.00 exercise price were only exercisable during 2023 (all expired unexercised); $210.00 exercise price only during 2024; $255.00 exercise price only during 2025; and $295.00 exercise price only during 2026) (4)Grant of restricted stock on April 3, 2023 under 2022 Long-Term Incentive Plan at a grant date fair value of $90.75 per share. Each of Messrs. Anderson, DeAngelo and Wilson entered into a new employment agreement in August 2022 under which each will continue to serve as an executive officer of the Company through the end of 2026. A multi-year grant of restricted stock was issued to each of them in April 2023 as their only compensation for the remaining three-year, nine-month term of these employment agreements with possible exceptions based on substantial stock price appreciation. The full grant date value is all reflected in the summary compensation table for 2023 in accordance with SEC rules but is earned over the remaining term of these employment agreements. See the Expected Compensation by Year table on page 21 for an illustration of how the Company will record the stock-based compensation for these grants in each year from the date of grant in 2023 through 2026. In the past, our compensation committee has considered grants of restricted stock, stock options and stock appreciation rights (SARs) to our executive officers annually, but no discretionary stock grants are expected in future years for the three named executive officers (Messrs. Anderson, DeAngelo, and Wilson) who entered into new employment agreements in 2022.

  23. Outstanding Equity Awards at Year End

    Outstanding Equity Awards at Year End The following table summarizes the number of shares underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2023:

  24. Outstanding Equity Awards at Year End

    | | Option Awards | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Shares of stock not vested (#) | Market value of shares of stock not vested ($) (1) | | Maurice J. Gallagher, Jr. | | | | 2,755(2) | $227,591 | | John T. Redmond | | | | — | $— | | Gregory C. Anderson | | | | 3,441(3) | $284,261 | | | | | | 11,208(4) | $925,893 | | | | | | 94,000(5) | $7,765,340 | | | 6,000(16) | $170.00 | 12/31/2023 | | | | Scott DeAngelo | | | | 1,552(6) | $128,211 | | | | | | 6,633(7) | $547,952 | | | | | | 84,500(8) | $6,980,545 | | | 6,000(16) | $170.00 | 12/31/2023 | | | | | 7,000(16) | $210.00 | 12/31/2024 | | | | Robert P. Wilson III | | | | 1,836(6) | $151,672 | | | | | | 7,496(7) | $619,245 | | | | | | 67,500(9) | $5,576,175 | | | | | | 1,101(10) | $90,954 | | | 5,000(16) | $170.00 | 12/31/2023 | | | | | 6,000(16) | $210.00 | 12/31/2024 | | | | | 7,000(16) | $255.00 | 12/31/2025 | | | | | 8,000(16) | $295.00 | 12/31/2026 | | | | Robert J. Neal | | | | 178(11) | $14,705 | | | | | | 618(12) | $51,053 | | | | | | 3,310(13) | $273,439 | | | | | | 6,610(14) | $546,052 | | | | | | 3,200(15) | $264,352 |

  25. Outstanding Equity Awards at Year End

    (1)Based on our closing stock price of $82.61 on December 31, 2023. (2)Unvested restricted stock vesting on January 29, 2024. (3)Unvested restricted stock vesting on August 1, 2024. (4)Unvested restricted stock vesting one-half on each of August 1, 2024 and 2025. (5)Unvested restricted stock of which 48,802 shares vest in 2024 and the remaining shares vesting thereafter until January 1, 2027. (6)Unvested restricted stock vesting September 1, 2024. (7)Unvested restricted stock vesting one-half on each of September 1, 2024, and 2025. (8)Unvested restricted stock of which 38,300 shares vest in 2024 and the remaining shares vesting thereafter until January 1, 2027. (9)Unvested restricted stock of which 31,500 shares vest in 2024 and the remaining shares vesting thereafter until January 1, 2027. (10)Unvested restricted stock vesting one-third each on April 3, 2024, 2025, and 2026. (11)Unvested restricted stock vesting January 28, 2024. (12)Unvested restricted stock vesting October 1, 2024. (13)Unvested restricted stock vesting one-half on each of October 20, 2024 and 2025. (14)Unvested restricted stock of which 5,141 shares vest on April 3, 2024 and 734 shares vest on each of April 3, 2025 and 2026. (15)Unvested restricted stock vesting one-third on each of August 4, 2024, 2025, and 2026. (16)Options only exercisable during the calendar year of their expiry.

  26. Option/SAR Exercises and Stock Vested Table

    Option/SAR Exercises and Stock Vested Table The following table summarizes the number of option/SARs awards exercised and stock awards vested by our named executive officers in 2023 and the value realized on option/SARs exercise or stock award vesting:

  27. Option/SAR Exercises and Stock Vested Table

    | | Option/SAR Awards (1) | | Stock Awards | | | | Shares acquired on exercise (#) | Value realized on exercise ($) | Shares acquired on vesting (#) | Value realized on vesting ($) | | Maurice J. Gallagher, Jr. | | | 6,841 | $589,763(2) | | John Redmond | | | 4,086 | $352,254(2) | | | | | 26,333 | $2,560,884(3) | | | | | 12,667 | $955,472(4) | | Gregory C. Anderson | | | 1,839 | $158,540(2) | | | | | 9,046 | $1,099,360(5) | | Scott DeAngelo | | | 672 | $57,933(2) | | | | | 310 | $28,133(6) | | | | | 4,867 | $432,920(7) | | Robert P. Wilson III | | | 1,124 | $96,600(2) | | | | | 105 | $9,529(6) | | | | | 5,584 | $496,697(7) | | Robert J. Neal | | | 177 | $15,259(2) | | | | | 716 | $61,726(2) | | | | | 617 | $47,423(8) | | | | | 1,655 | $121,328(9) |

  28. Option/SAR Exercises and Stock Vested Table

    (1)No options were exercised during 2023. (2)Based on our closing stock price of $86.21 on January 27, 2023. (3)Based on our closing stock price of $97.25 on June 1, 2023. (4)Based on our closing stock price of $75.43 on September 26, 2023. (5)Based on our closing stock price of $121.53 on August 1, 2023. (6)Based on our closing stock price of $90.75 on April 3, 2023. (7)Based on our closing stock price of $88.95 on September 1, 2023. (9)Based on our closing stock price of $73.31 on October 20, 2023.

  29. Potential Payments upon Termination of Employment and Change in Control

    Potential Payments upon Termination of Employment and Change in Control Under the employment agreements entered into with Gregory Anderson, Robert Wilson and Scott DeAngelo in August 2022 and in effect on December 31, 2023, each of them will receive accelerated vesting of all outstanding equity grants that would have otherwise vested within the next three years and will also receive fringe benefits for the balance of the contract term in the event of a termination without cause or resignation with good reason (as those terms are defined in the employment agreements). Accelerated vesting of stock grants will also occur to the same extent upon death or disability. If such a termination or resignation had occurred on December 31, 2023, Mr. Anderson, Wilson and DeAngelo would have realized approximately $9.0 million, $6.4 million, and $7.7 million, respectively, from an acceleration of vesting (through the assumed December 31, 2023 termination date) of his theretofore unvested restricted stock, based on the $82.61 closing stock price on that date. In addition, each would have continued to receive fringe benefits through the end of 2026. Under his respective employment agreement, each of Mr. Anderson, Wilson and DeAngelo has agreed to a noncompete and a nonsolicitation of employees during his employment and for one year thereafter and a nondisclosure of confidential information during his employment and for a period of five years thereafter. In connection with the separation of our former chief executive officer, John Redmond, on September 26, 2023, and in accordance with his employment agreement and separation agreement, he received a pro rata accelerated vesting of 12,667 shares of his outstanding unvested stock grant and the remaining 85,500 unvested shares were forfeited. The shares vested had a fair market value of $1.0 million at the vesting date and he received no other severance compensation.

  30. CEO PAY RATIO

    CEO PAY RATIO In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), and the rules of the SEC, the Company is providing the following information about the relationship of the median of the annual total compensation of all employees of the Company and the annual total compensation of the Company’s CEO. For 2023, the Company’s last completed fiscal year: •The median of the annual total compensation of all employees of the Company (other than the CEO) was $49,637; •The annualized total compensation of the Company’s CEO, serving as such on December 31, 2023, was $1,500,000; and •Based on this information, for 2023, the ratio of the annual total compensation of the Company’s CEO to the median of the annual total compensation of all employees was 30 to 1. To identify the median of the annual total compensation of all employees of the Company, as well as to determine the annual total compensation of the Company’s median employee and its CEO, the Company took the following steps: •The Company determined that, as of December 31, 2023, its employee population, for purposes of determining the median employee under the SEC rules, consisted of approximately 6,163 individuals, whether employed on a full-time, part-time, or temporary basis. •The Company used a consistently applied compensation measure to identify its median employee by comparing the amount of compensation reflected in its payroll records, as reported to the Internal Revenue Service (“IRS”) on Form W-2 for 2023. •The Company identified its median employee by consistently applying this compensation measure to all of its employees included in its analysis. The Company did not make any cost of living adjustments in identifying the median employee. The Company annualized the compensation for its permanent employees who were not employed for all of 2023. •After the Company identified its median employee, it combined all of the elements of such employee’s compensation for the 2023 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $49,637. •The Company annualized the compensation of its CEO who resumed this position on September 26, 2023. The CEO was entitled to a base salary of $750,000 per year with a $750,000 bonus for services during 2023.

  31. PAY VS. PERFORMANCE

    PAY VS. PERFORMANCE In accordance with Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between the total compensation of our principal executive officer (PEO) and our other named executive officers (referred to as Non-PEO NEOs) and our financial performance for the fiscal years shown in the table. For further information on our compensation philosophy, refer to the Compensation Discussion and Analysis section of this proxy statement.

  32. Pay vs. Performance Table

    Pay vs. Performance Table

  33. Pay vs. Performance Table

    | Fiscal year | Summary Compensation Table (1) (2) | | Compensation Actually Paid (1) (3) | | Average Summary Compensation Total for non-PEO NEOs (1)(4) | Average Compensation Actually Paid to Non-PEO NEOs (1)(5) | Value of $100 Investment from 12/31/2019 Based on: | | Net Income (loss)($) in millions (8) | Company-Selected Measure (Airline-Only Operating Margin) (9) | | | Total for PEO 1 | Total for PEO 2 | Total for PEO 1 | Total for PEO 2 | | | TSR (6) | Peer Group TSR (7) | | | | 2023 | $937,500 | $8,908,655(10) | $1,105,727 | $744,733 | $6,220,161(11) | $4,493,785 | $48.33 | $61.60 | $117.6 | 10.0% | | 2022 | 3,000,000 | 8,549,951 | 1,753,012 | 5,956,018 | 1,785,209 | 185,247 | 39.21 | 48.03 | 2.5 | 6.0% | | 2021 | — | | (49,645) | | 1,753,287 | 1,706,998 | 107.87 | 74.24 | 151.9 | 15.9% | | 2020 | 1,516,280 | | 1,224,247 | | 2,253,044 | 1,739,282 | 109.14 | 75.55 | (184.1) | (13.7)% |

  34. Pay vs. Performance Table

    (1) PEOs and NEOs included in these columns reflect the following:

  35. Pay vs. Performance Table

    | Year | PEO 1 | PEO 2 | Non-PEO NEOs | | 2023 | Maurice J. Gallagher, Jr. | John T. Redmond | Gregory C. Anderson, Robert P. Wilson III, Scott DeAngelo, Robert J. Neal | | 2022 | Maurice J. Gallagher, Jr. | John T. Redmond | Scott D. Sheldon, Gregory C. Anderson, Robert P. Wilson III, Scott DeAngelo | | 2021 | Maurice J. Gallagher, Jr. | | Scott D. Sheldon, Gregory C. Anderson, Robert P. Wilson III, Scott DeAngelo | | 2020 | Maurice J. Gallagher, Jr. | | John T. Redmond, Scott D. Sheldon, Gregory C. Anderson, Robert P. Wilson III |

  36. Pay vs. Performance Table

    (2)Amounts reflect the total compensation for our PEOs, as reported in the Summary Compensation Table (SCT) for the applicable fiscal year. (3)Amounts reflect the “compensation actually paid” (CAP) to our PEOs, as computed in accordance with Item 402(v) of SEC Regulation S-K. As provided in Item 402(v), certain adjustments (as shown in the table below) were made to each PEO’s total compensation reported in the Summary Compensation Table for each year to determine the compensation actually paid to each PEO for purposes of this disclosure. (4)Amounts reflect the average compensation for our Non-PEO NEOs, as reported in the Summary Compensation Table for the applicable fiscal year. (5)Amounts reflect the average CAP to our Non-PEO NEOs, as computed in accordance with Item 402(v) of SEC Regulation S-K. As provided in Item 402(v), certain adjustments (as shown in the table below) were made to the Non-PEO NEO's average total compensation reported in the Summary Compensation Table for each year to determine the average compensation actually paid to Non-PEOs for purposes of this disclosure. (6)"Total shareholder return" (TSR) amounts in this column assume the investment of $100 on December 31, 2019 in Allegiant Travel Company's common shares traded on the Nasdaq Stock Exchange and the reinvestment of all dividends since that date. (7)The amounts in this column assume the investment of $100 on December 31, 2019 in the Amex Airline Index and the reinvestment of all dividends since that date. (8)Amounts reflect Allegiant Travel Company's net income (loss) as reported in our audited financial statements for the applicable year. (9)Amounts reflect Allegiant Travel Company’s airline-only operating margin for each fiscal year. In Allegiant Travel Company's assessment, airline-only operating margin represents the most important performance measure (that is not otherwise required to be disclosed in the table) used to link compensation actually paid to the NEOs to Company performance for the most recently completed fiscal year. Airline-only operating margin is calculated by dividing airline operating income by airline operating revenue (with operating revenue and operating income calculated without regard to any non-airline revenue or expenses). (10)This number reflects a stock grant to PEO 2 that was to be earned over the remaining term of his employment agreement from April 2023 until December 2025, but with his resignation in September 2023, PEO 2 forfeited all but $1.1 million of the grant date fair value of this stock grant (which had a fair value of approximately $955,000 at the date of vesting). (11)This figure includes the full value (as of the date of grant) of multi-year grants to each of Messrs. Anderson, DeAngelo and Wilson in April 2023, which are intended to be their entire compensation for the remaining three-year, nine-month term of their employment agreements other than a possible cash bonus tied to stretch stock price targets substantially higher than prevailing stock prices when the agreements were signed and also stock options with even higher stock prices than those stock price targets. The full grant date value is included in 2023 in accordance with SEC rules but is earned over the remaining term of these employment agreements. See the Expected Compensation by Year table on page 21 for an illustration of how the Company will record the stock-based compensation for these grants in each year from the date of grant in 2023 through 2026. The following amounts were deducted from / added to SCT total compensation in accordance with the SEC-mandated adjustments to calculate CAP to our PEO and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. The table below does not include a row for change in pension value or non-qualified deferred compensation earnings as none of the named executive officers received any such compensation in the years disclosed. Refer to the Company's 2023 Proxy Statement filed with the SEC on April 28, 2023 for adjustments used to arrive at compensation actually paid for the years ended December 31, 2020 through 2022.

  37. Pay vs. Performance Table

    | | PEO 1 | PEO 2 | Non-PEO NEO Average | | | 2023 | 2023 | 2023 | | Summary Compensation Table | $937,500 | $8,908,655 | $6,220,161(1) | | Less: Fair value of equity awards granted during the year from the Summary Compensation Table | — | (8,908,655) | (5,868,203) | | Add (subtract) Equity Award Adjustments: | | | | | Fair value at year end of equity awards granted during the year and that are outstanding and unvested at year end | — | — | 4,260,115(1) | | Change in fair value of equity awards from value at prior year end for grants made in prior years that remain unvested at the end of the year | 40,278 | — | (410,552) | | Fair value at vesting date of equity awards granted in fiscal year that vested in fiscal year | — | 955,472 | — | | Change in fair value from value at prior year end to the vesting date of equity awards granted in prior years that vested during the year | 124,643 | 844,951 | 202,401 | | Equity awards granted in prior years that were forfeited during the year | — | (1,114,590)(2) | — | | Dividends or other earnings paid on equity awards during the year | 3,306 | 58,900 | 89,863 | | Compensation Actually Paid | $1,105,727 | $744,733 | $4,493,785 |

  38. Pay vs. Performance Table

    (1)This figure includes the full value (as of the date of grant) of multi-year grants to each of Messrs. Anderson, DeAngelo and Wilson in April 2023, which are intended to be their entire compensation for the remaining three-year, nine-month term of their employment agreements other than a possible cash bonus tied to stretch stock price targets substantially higher than prevailing stock prices when the agreements were signed and also stock options with even higher stock prices than those stock price targets. The full grant date value is included in 2023 in accordance with SEC rules but is earned over the remaining term of these employment agreements. See the Expected Compensation by Year table on page 21 for an illustration of how the Company will record the stock-based compensation for these grants in each year from the date of grant in 2023 through 2026. (2)This figure reflects the grant date value of stock options granted to PEO 2 in 2022. PEO 2 received no value from these stock options as all of the stock options granted to PEO 2 either expired unexercised or were forfeited upon his resignation in September 2023. The negative number in the 2023 column reflects the forfeiture of all of these stock options that did not expire unexercised in 2022. The chart below illustrates the relationship between the PEO and average Non-PEO CAP amounts and the Company’s and Peer Group’s TSR during the period from 2020 to 2023. The charts below illustrate the relationship between the PEO and Non-PEO CAP amounts and the Company’s Net Income and Airline-Only Operating Margin during the period from 2020 to 2023. *The Avg. CAP Non PEO NEOs reflects the full value of multi-year stock grants to three of our named executive officers, but that compensation will be earned over the three-year, nine-month remaining term of their employment agreements from April 2023 through the end of 2026. See the Expected Compensation by Year table on page 21 for an illustration of how the Company will record the stock-based compensation for these grants in each year from the date of grant in 2023 through 2026. *See footnote on prior page. The foregoing Pay vs. Performance section shall not be deemed incorporated by reference by any general statement incorporating by reference this report into any filing under the Securities Act of 1933 or under the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such Acts.