DEF 14A of Allegiant Travel CO, Apr 30, 2025

DEF 14A of Allegiant Travel CO

Filed Apr 30, 2025 · FY20240001362468-25-000015

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our By-laws provide that there shall be eight 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 30, 2025:

  2. ELECTION OF DIRECTORS

    | Name | Age | Position | Director Since (1) | | Maurice J. Gallagher, Jr. | 75 | Chairman of the Board | 2001 | | Gregory C. Anderson | 43 | President, Chief Executive Officer, and Director | 2024 | | Montie Brewer (2) (3) | 67 | Director | 2009 | | Gary Ellmer (4) | 71 | Director | 2008 | | Ponder Harrison (2) | 63 | Director | 2019 | | Linda A. Marvin (3) (4) | 63 | Director | 2013 | | Charles Pollard (2) (4) | 67 | Director | 2009 | | Sandra Morgan (3) | 47 | 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 2026. 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. Mr. Gallagher served as our chief executive officer from September 2023 to September 2024, having previously served in such capacity from 2003 until June 2022. He was designated chairman of the board in 2006. He served as our executive chairman from June 2022 until September 2023 and then again from September 2024 until April 2025. 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 former chief executive officer for more than 20 years, Mr. Gallagher provides invaluable strategic direction, innovation and experience to our board. Gregory C. Anderson was promoted to chief executive officer and joined our board of directors in September 2024 and has served as president since August 2022. He served as our chief financial officer from 2019 until January 2023 and as executive vice president from 2019 until August 2022. Previously, he served as our principal accounting officer from 2015 until January 2021 and as senior vice president, treasury from 2017 to 2019. He joined us in our accounting department in 2010. Prior to joining the Company, Mr. Anderson worked in corporate accounting for U.S. Airways from May 2009 until January 2010 and worked in public accounting for Ernst & Young prior to joining U.S. Airways. Mr. Anderson is a certified public accountant. 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 2017. 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 30 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 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 2019. In addition, Mr. Harrison has served as an executive partner of Comvest Partners since 2018 and has been a strategic advisor to Franklin Templeton’s Blackhorse Industrial Technology Fund since 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.

  5. Nominees for Election as Directors

    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. 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 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 brings more than 20 years of experience as a practicing attorney and senior executive in the gaming, hospitality and sports & entertainment industry, where she led operations in a highly regulated, publicly visible environment. Her extensive legal background includes expertise in corporate governance, compliance, internal investigations, and regulatory oversight—core competencies that strengthen board performance and integrity. She has guided organizations through risk mitigation, leadership transitions, and stakeholder engagement, and brings valuable insight into ethical frameworks and fiduciary responsibilities that directly support her role on the nominating and governance committee. In addition to her legal and executive experience, Ms. Morgan has led initiatives in sustainability and other areas of increasing importance to public company boards and long-term corporate strategy. She has advised on succession planning, evaluated leadership structure, and overseen talent development within a variety of organizations. Her experience with public-private partnerships and stakeholder communications also enhances the board’s ability to navigate reputational risk and regulatory change. The nominee’s independent judgment, cross-sector expertise, and strategic mindset make her a valuable contributor to board governance and oversight. 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 eight 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 paid to our non-management directors during 2024:

  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 above, no stock awards were granted to directors in 2024 since 10,000 shares vesting over five years were granted to each director in 2022. In 2024, 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. Compensation Strategy Discussion

    | Compensation Policies and Practices | | | | | What We Do | | What We Don't Do | | | • | Ensure management acts and thinks like stockholders through stock ownership guidelines and equity grants as a significant component of the compensation package | • | No significant perquisites or benefits for executives | | • | Have a compensation committee comprised solely of independent directors which considers and approves all compensation to our named executive officers | • | No repricing of options, stock appreciation rights or other grants under our Long-term Incentive Plan | | • | Deliver a large majority of target pay opportunities for our named executive officers in the form of variable pay tied to strong performance | • | No automatic trigger equity award acceleration upon a change of control | | • | Provide an appropriate mix of short-term and long-term incentives | • | No change of control payments | | • | Link pay to performance with multiple performance metrics (starting in 2025) aimed at supporting stockholder value creation | • | No supplemental executive retirement plan or deferred compensation plans | | • | Promote long-term focus with stock grants vesting over three years | • | Do not price equity grants in advance of earnings releases or other material press releases | | • | 50% of equity awards (starting in 2025) will be performance based, including based on relative total stockholder return | • | No short sales under our insider trading plan | | • | Generally require a one-year minimum vesting period for stock grants | | | | • | Establish base pay rates and total compensation targets in reference to other U.S. airlines’ pay levels | | | | • | Hold an annual say-on-pay vote | | | | • | Mitigate potential dilutive effects of equity awards through stock repurchase program | | | | • | Solicit stockholder feedback on our executive compensation through regular stockholder engagement | | | | • | Have trading blackout periods under our insider trading policy and require our officers to pre-clear trades in Company securities with counsel | | | | • | Have a strong compensation clawback policy that mandates recovery of incentive compensation in the event of financial statement restatements per Nasdaq listing standards and that allows us to seek recovery of incentive compensation if a covered executive commits certain misconduct. | | |

  10. Compensation Strategy Discussion

    In 2022, while we were still under the executive compensation restrictions imposed by the CARES Act, we entered into new employment agreements with five of our senior-most executives providing them with multi-year grants of restricted stock with vesting over the term of the respective contracts from April 2023 (when the CARES Act restrictions expired) through the end of 2025 or 2026. These contracts also provided for possible additional compensation in the form of cash bonus or stock options but only with substantial stock price appreciation. We crafted these agreements in an attempt to incentivize these leaders at a time when competition for leadership in the airline industry was very high and also to align their interests with those of our stockholders. Given prolonged challenges in the airline industry, our compensation committee acknowledges that these employment agreements did not achieve their intended goals as airline stock prices remain under pressure. During 2023 and 2024, four of these executives left the Company by resignation or retirement, leaving Gregory Anderson as the only remaining executive officer under these contracts. When Mr. Anderson signed this employment agreement in 2022, he served as one of two presidents then in place with the two presidents sharing the duties of president of our organization. In early 2023, he assumed full responsibility as the sole president with the departure of the other president and he was promoted to chief executive officer in September 2024. In 2024 and in connection with his promotion to chief executive officer, Mr. Anderson’s employment agreement was amended to establish cash compensation of $600,000 in 2024 (which included a bonus paid during the year), a $600,000 per year base salary beginning in 2025 and to eliminate the provisions of the prior contract dealing with cash bonuses on significant stock price appreciation and stock options at substantially out of the money exercise prices. Other than that cash compensation and the stock grants provided for under the 2022 employment agreement, Mr. Anderson did not receive any significant compensation in 2024. As far as the other named executive officers for 2024 are concerned, cash bonuses and stock grants have been and in 2024 were determined on a discretionary basis based on Company and individual performance. Given the reduced profitability of the Company in 2024, these discretionary components of compensation for 2024 were significantly lower than in 2023.

  11. Evolution of Our Executive Compensation Program

    Evolution of Our Executive Compensation Program Considering feedback from stockholder engagement in 2024 and reviewing executive pay packages for other U.S. airlines and particularly, the other ultra low cost carriers (ULCC's), management recommended and our compensation committee approved a more conventional executive compensation program for 2025 and future years. Under the new program, base salaries will be increased to closer to (but still generally below) industry levels and our officers will be eligible for a short-term cash bonus incentive and long-term stock grants with vesting over three years to be awarded after the end of the year. Of the long-term incentive stock grants, 50 percent will be based on metrics tied to relative total stockholder return and balance sheet improvement. At target performance levels, the fixed base salaries for our named airline executive officers will represent only between 15 to 24 percent of their total compensation in 2025, substantially aligning their compensation with financial and operational performance and the interests of our stockholders. The performance metrics for the short-term cash bonus incentive are discussed further in this CD&A section under “Compensation Components” below. In suggesting the adoption of this new executive compensation structure, management reviewed the compensation structures of other U.S. airlines and suggested financial and operational targets specific to Allegiant. Our compensation committee approved the metrics to be used for the short-term cash bonus incentive and for the long-term incentive (stock grants) for our named executive officers and also approved the weighting of each factor.

  12. 2024 Executive Compensation

    2024 Executive Compensation Our founder Maurice Gallagher, Jr. served as chief executive officer until September 1, 2024 when Gregory Anderson was promoted to the chief executive officer role. Mr. Gallagher then served as executive chairman from September 1, 2024 until April 2025. There is no employment agreement in place for Mr. Gallagher. Our compensation committee determined to pay him a base salary of $750,000 per year beginning in October 2023 for his efforts as chief executive officer until September 2024 and $100,000 per year effective upon his return to the executive chairman role. With Mr. Anderson’s increased responsibilities, our compensation committee approved $600,000 in cash compensation to him during 2024 in addition to the stock grant compensation set forth in his 2022 employment agreement. The cash compensation was paid in the form of base salary and a spot bonus. Otherwise, the stock grants under the 2022 employment agreement constituted virtually all of Mr. Anderson’s compensation during the year as he did not participate in the incentive bonus plan payment at the end of the year nor did he receive any further stock grants during the year. After review of Company performance in 2024 and analysis of other U.S. airlines' executive compensation, management recommended, and our compensation committee approved, discretionary cash bonuses under our annual cash bonus plan and stock compensation for our other NEO's in 2024. The stock compensation was in the form of a time-based restricted stock grant under our Long-term Incentive Plan and phantom stock payable in cash on the respective vesting dates. For our continuing NEO's, the bonus amount and stock grants were significantly less than the corresponding amounts for these executives in 2023, resulting in total pay for these NEO's between 36% and 43% below 2023 levels.

  13. General Discussion

    General Discussion Senior management makes recommendations to the compensation committee with respect to the total amount of cash bonuses to be paid, the allocation of the cash bonus pool among officers and employee groups and granting of stock-based awards to management personnel. The compensation committee typically asks our chairman of the board and our chief executive officer to participate in its deliberations concerning approval of cash bonuses payable and stock awards granted. The compensation committee members consider the recommendations from management and also draw on the committee members' and our chairman's substantial experience in managing companies, in approving bonus levels and stock-based awards. The compensation philosophy employed by the Company has been implemented by us without use of any outside compensation consultants. As our stockholders approved our executive pay policies at our 2024 stockholders meeting with a greater than 99 percent favorable vote, we have not implemented any changes to our pay policies in response to the stockholder vote in 2024. An advisory vote on executive compensation is being held again at this year’s stockholder meeting. Reflective of the evolution of our executive compensation program after considering stockholder input and executive pay practices in the airline industry, for 2025, various metrics have been established to determine the amounts of short-term incentive and long-term performance-based stock grants as discussed below.

  14. Compensation Components

    | Pay Type | Component | Rationale and Link to Stockholder Value | | Fixed | Base Salary • Cash | • Provides a fixed amount of compensation for performing day-to-day functions based on level of responsibility, experience and individual performance. –The base salaries for 2025 have been established based on a review of other airlines’ base salaries and particularly, the ultra low-cost carriers (ULCC’s) in the U.S. –The 2025 base salary for our NEOs are as follows: –$600,000 for Gregory Anderson, –$475,000 for Robert Neal, –$475,000 for Drew Wells, and –$300,000 for Micah Richins | | At Risk - Performance Based | Short-term Incentives • Cash | • Rewards short-term financial and operational performance. Serves as key compensation vehicle for rewarding annual results. In 2024 and prior years, bonuses for our NEOs were determined on a discretionary basis by our compensation committee and based on their evaluation of Company and individual performance and with reference to total pay amounts to corresponding executive officers at other U.S. airlines. Beginning in 2025, our NEOs' participation in these cash bonuses will depend on financial, operating and tactical metrics approved by our compensation committee. –The metrics established for 2025 are airline adjusted cost per available seat mile (CASM) excluding fuel, operating margin, operational excellence with performance based on the number of the following factors achieved during the year - controllable completion, net promoter score, A60 arrival metric, Star D0 departure metric and safety administration; controllable completion in relation to other U.S. airlines; and tactical excellence measured by peak week utilization and productivity in terms of full-time equivalent employees per 100,000 passengers. Similar metrics will apply to other management employees (our vice presidents, director level employees and managers) for our successful performance, and also based on each individual's contribution to that performance. The short-term incentive may be earned between threshold levels (payable at 50% of the target amount) and stretch goals (payable at 150% of target amount). | | | Long-term incentives • Performance-based restricted stock (paid in shares of stock) | • Rewards achievement of financial and strategic goals through the performance period, aligns with interest of stockholders, facilitates executive officer stock ownership and promotes employee retention during the three-year vesting period. –Beginning in 2025, our NEOs’ participation in these stock grants will depend on relative total stockholder return in relation to industry peers and net debt to EBITDA. The performance-based restricted stock would, if earned, be granted in February 2026 and then a three-year vesting period would apply. At target performance levels, these performance-based grants for our NEOs (other than Mr. Anderson who will receive a performance-based grant only for performance in excess of the target level) would be in the same amount as the time-based grants described below. The long-term performance-based restricted stock may be earned between threshold levels (50% of the target amount) and stretch goals (150% of target amount). –There were no performance-based incentive grants in 2024. | | Other | Long-term incentives • Time-based restricted stock (paid in shares of stock) | • Aligns with interest of stockholders, facilitates executive officer stock ownership and promotes employee retention during the three-year vesting period. –The time-based restricted stock as a part of 2025 compensation would be granted in February 2026 and then a three-year vesting period would apply. –Time-based stock grants to our NEOs for 2024 are reflected in the Summary Compensation Table. –The time-based stock grants for 2025 will not be dependent on performance criteria. | | | Retirement Benefits • 401k plan with matching contributions | • Creates shared responsibility for retirement through matching contributions. | | | Perquisites • Non-cash benefits such as flight benefits and health insurance | • Enhances retention and strengthens our relationships with our executives and generally aligns with perquisites provided to executives at similar positions within the airline industry. |

  15. Compensation Components

    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 amended Executive Compensation Clawback Policy applies to our executive officers. The policy provides that the Company will recover from executive officers erroneously awarded incentive-based compensation 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. This includes 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. In addition, under this policy, the Company has the discretion to require the return of incentive-based compensation from executives who commit certain misconduct. For these purposes, misconduct includes fraud or willful misconduct, intentional commission of a significant federal or state law violation, commission of a willful breach of a significant Company policy, including a significant violation of the Company's Code of Ethics, or embezzlement or misappropriation of Company funds or property, in each case, that materially affects the business, financial condition, profits, property or reputation of the Company. 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. f.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. 4.Limit on Cash Severance Payments – Our compensation committee has established a policy under which cash severance payments would be limited to three times base salary and prior year cash bonus without stockholder approval. 5.Timing of Equity Grants – Equity grants to management are typically approved at or around quarterly board meetings which precede quarterly earnings releases. The equity grants are not priced until at least two days after the earnings release. In any event, the compensation committee will not price any equity grant in advance of the disclosure of any material non-public information. 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. 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. Our 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. Compensation Risk. Our 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 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 with a three-year vesting schedule encourage long-term success, further reducing compensation risk. Our 2025 executive compensation will further align management's interests with those of our stockholders as short-term incentive bonuses will be metric based and half of the target long-term incentives (stock grants) will be performance based. 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 typically denominated in dollar value and are priced based on current market value at least two days after award. Restricted stock grants are not issued in advance of disclosure of material non-public information.

  16. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  17. SUMMARY COMPENSATION TABLE

    | Name and Principal Position During 2024 | Year | Salary | Bonus (1) | Stock Awards (2) | Option Awards (3) | All Other Compensation (4) | Total | | Maurice J. Gallagher, Jr.(5) | 2024 | 666,667 | — | — | — | — | 666,667 | | Executive Chairman, | 2023 | 187,500 | 750,000 | — | — | — | 937,500 | | Chief Executive Officer | 2022 | — | 3,000,000 | — | — | — | 3,000,000 | | Gregory C. Anderson | 2024 | 400,000 | 200,000 | 1,073,930(6) | 59,300(7) | 23,000 | 1,756,230 | | President, | 2023 | 65,000 | 3,872 | 8,530,500(6) | 17,220(7) | 7,150 | 8,623,742 | | Chief Executive Officer | 2022 | 260,000 | — | 1,974,906 | — | 10,400 | 2,245,306 | | Robert J. Neal (8) | 2024 | 240,000 | 350,000 | 549,970(9) | — | 23,000 | 1,162,970 | | Senior Vice President, | 2023 | 235,000 | 600,000 | 963,634 | — | 13,200 | 1,811,834 | | Chief Financial Officer | | | | | | | | | Drew A. Wells (10) | 2024 | 240,000 | 350,000 | 549,970(9) | — | 23,000 | 1,162,970 | | Senior Vice President, | 2023 | 235,000 | 608,630 | 963,634 | — | 13,200 | 1,820,464 | | Chief Commercial Officer | | | | | | | | | Micah J. Richins(11) | 2024 | 300,001 | 300,000 | 537,970(9) | — | 12,000 | 1,149,971 | | President, | | | | | | | | | Sunseeker Resorts | | | | | | | | | Keny F. Wilper(12) | 2024 | 240,000 | 175,000 | 500,035(9) | — | 16,400 | 931,435 | | Senior Vice President, | 2023 | 230,000 | 608,332 | 788,668 | — | 6,700 | 1,633,700 | | Chief Operating Officer | | | | | | | |

  18. 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. (2)The dollar amounts in this column represent the grant date fair value of restricted stock awards and phantom 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. He stepped down from his role of chief executive officer on September 1, 2024 and served as executive chairman from September 2024 until April 2025. (6)Mr. Anderson entered into a new employment agreement in August 2022 under which he was to continue to serve as an executive officer of the Company through the end of 2026. Under this agreement, a multi-year grant of restricted stock was issued to him in April 2023 and January 2024 as compensation for the remaining term of the employment agreement. The full grant date value is reflected in the summary compensation table for 2023 and 2024 in accordance with SEC rules but is to be earned over the remaining term of this employment agreement. (7)These stock options all expired unexercised as the options were never in the money or were cancelled through a revised employment agreement. (8)Compensation prior to 2023 is not shown for Mr. Neal as he did not serve as an executive officer during that period. (9)25 percent of these stock grants are in the form of phantom stock with vesting over three years. These grants will be settled in cash on each vesting date. (10)Compensation prior to 2023 is not shown for Mr. Wells as he did not serve as an executive officer during that period. (11)Compensation prior to 2024 is not shown for Mr. Richins as he was not considered to be an executive officer during that period. (12)Compensation prior to 2023 is not shown for Mr. Wilper as he did not serve as an executive officer during that period.

  19. 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 2024:

  20. 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. | — | — | | | | | Gregory Anderson | 1/1/2024 | 13,000 | | | 1,073,930 | | | 1/1/2024 | | 7,000(3) | 210.00 | 5,740 | | | 1/1/2024 | | 8,000(3) | 255.00 | 18,640 | | | 1/1/2024 | | 9,000(3) | 295.00 | 34,920 | | Robert Neal | 9/23/2024 | 8,938 | | | 412,489 | | | 9/23/2024 | 2,979(2) | | | 137,481 | | Drew Wells | 9/23/2024 | 8,938 | | | 412,489 | | | 9/23/2024 | 2,979(2) | | | 137,481 | | Micah Richins | 2/10/2024 | 2,243 | | | 174,954 | | | 9/23/2024 | 8,743 | | | 403,489 | | | 9/23/2024 | 2,914(2) | | | 134,481 | | Keny Wilper | 9/23/2024 | 8,126 | | | 375,015 | | | 9/23/2024 | 2,709(2) | | | 125,020 |

  21. Grants of Plan-Based Awards

    (1)Determined as set forth in Note 12 to our consolidated financial statements for the year ended December 31, 2024. Although the table above indicates the full grant date value of the awards, the restricted stock awards and phantom stock awards granted vest over a three-year period. (2)During 2024, the Company granted phantom stock awards. The value of one phantom stock award is equal to the value of one share of the Company's common stock, and each grant is subject to a three-year graded vesting schedule. The awards are settled in cash at vesting, with compensation costs recognized over the vesting period and adjusted to market value at the end of each period end. (3)Grants of stock options on January 1, 2024. Each tranche is only exercisable during the specific calendar year to which it relates. The options with a $210.00 price were only exercisable during 2024, $255.00 exercise price only during 2025, and $295.00 exercise price only during 2026. All options either expired unexercised or were cancelled when Mr. Anderson's employment agreement was amended.

  22. 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, 2024:

  23. 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. | | | | — | — | | Gregory C. Anderson | | | | 5,604(2) | 527,448 | | | | | | 45,198(3) | 4,254,036 | | | | | | 13,000(4) | 1,223,560 | | Robert J. Neal | | | | 1,655(5) | 155,769 | | | | | | 1,469(6) | 138,262 | | | | | | 2,134(7) | 200,852 | | | | | | 8,938(8) | 841,245 | | | | | | 2,979(9) | 280,383 | | Drew A. Wells | | | | 1,455(5) | 136,945 | | | | | | 1,469(6) | 138,262 | | | | | | 2,134(7) | 200,852 | | | | | | 8,938(8) | 841,245 | | | | | | 2,979(9) | 280,383 | | Micah Richins | | | | 1,756(5) | 165,275 | | | | | | 734(6) | 69,084 | | | | | | 1,920(7) | 180,710 | | | | | | 2,243(10) | 211,111 | | | | | | 8,743(8) | 822,891 | | | | | | 2,914(9) | 274,266 | | Keny Wilper | | | | 1,680(5) | 158,122 | | | | | | 1,469(6) | 138,262 | | | | | | 2,134(7) | 200,852 | | | | | | 8,126(8) | 764,819 | | | | | | 2,709(9) | 254,971 |

  24. Outstanding Equity Awards at Year End

    (1)Based on our closing stock price of $94.12 on December 31, 2024. (2)Unvested restricted stock vesting on August 1, 2025. (3)Unvested restricted stock of which 22,400 shares vest in 2025 and the remaining shares vesting thereafter until January 1, 2027. (4)Unvested restricted stock of which 3,466 shares vest in 2025 and the remaining shares thereafter until January 1, 2027. (5)Unvested restricted stock vesting on October 20, 2025. (6)Unvested restricted stock vesting one-half each on April 3, 2025 and 2026. (7)Unvested restricted stock vesting one-half on each of August 4, 2025, and 2026. (8)Unvested restricted stock vesting one-third each on September 23, 2025, 2026, and 2027. (9)Phantom stock vesting over a three-year graded vesting schedule. (10)Unvested restricted stock vesting one-third each on February 10, 2025, 2026, and 2027.

  25. 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 2024 and the value realized on option/SARs exercise or stock award vesting:

  26. 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. | | | 2,755 | $221,364(2) | | Gregory C. Anderson | | | 35,869 | $2,363,767(3) | | | | | 9,045 | $450,712(4) | | | | | 12,933 | $729,551(5) | | Robert J. Neal | | | 178 | $14,402(6) | | | | | 5,141 | $338,792(3) | | | | | 1,066 | $46,542(7) | | | | | 618 | $34,861(5) | | | | | 1,655 | $108,684(8) | | Drew A. Wells | | | 178 | $14,402(6) | | | | | 5,141 | $338,792(3) | | | | | 1,066 | $46,542(7) | | | | | 494 | $27,867(5) | | | | | 1,454 | $95,484(8) | | Micah J. Richins | | | 367 | $24,185(3) | | | | | 960 | $41,914(7) | | | | | 494 | $27,867(5) | | | | | 1,755 | $115,251(8) | | Keny F. Wilper | | | 3,213 | $211,737(3) | | | | | 1,066 | $46,542(7) | | | | | 782 | $44,113(5) | | | | | 1,680 | $110,326(8) |

  27. Option/SAR Exercises and Stock Vested Table

    (1)No options were exercised during 2024. (2)Based on our closing stock price of $80.35 on January 29, 2024. (3)Based on our closing stock price of $65.90 on April 3, 2024. (4)Based on our closing stock price of $49.83 on August 1, 2024. (5)Based on our closing stock price of $56.41 on October 1, 2024. (6)Based on our closing stock price of $80.91 on January 26, 2024. (7)Based on our closing stock price of $43.66 on August 2, 2024. (8)Based on our closing stock price of $65.67 on October 18, 2024.

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

    Potential Payments upon Termination of Employment and Change in Control Under the employment agreement entered into with Gregory Anderson in August 2022, amended in September 2024, and in effect on December 31, 2024, Mr. Anderson 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 his employment agreement). 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, 2024, Mr. Anderson would have realized approximately $6.0 million from an acceleration of vesting (through the assumed December 31, 2024 termination date) of his theretofore unvested restricted stock, based on the $94.12 closing stock price on that date. In addition, he would have continued to receive fringe benefits through the end of 2026. Under his employment agreement, Mr. Anderson 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.

  29. 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 2024, 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 $53,876; •The total compensation of the Company’s CEO, serving as such on December 31, 2024, was $1,756,230; and •Based on this information, for 2024, the ratio of the annual total compensation of the Company’s CEO to the median of the annual total compensation of all employees was 32.6 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, 2024, its employee population, for purposes of determining the median employee under the SEC rules, consisted of approximately 6,891 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 2024. •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 2024. •After the Company identified its median employee, it combined all of the elements of such employee’s compensation for the 2024 year in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $53,876.

  30. 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.

  31. Pay vs. Performance Table

    Pay vs. Performance Table

  32. 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) | | | | 2024 | $666,667 | $1,756,230 | $660,441 | $1,529,967 | $1,101,837 | $1,564,009 | $55.77 | $61.00 | $(240.2) | 5.8% | | 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)% |

  33. Pay vs. Performance Table

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

  34. Pay vs. Performance Table

    | Year | PEO 1 | PEO 2 | Non-PEO NEOs | | 2024 | Maurice J. Gallagher, Jr. | Gregory C. Anderson | Robert J. Neal, Micah J. Richins, Drew A. Wells, Keny F. Wilper | | 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 |

  35. 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 NYSE 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 were 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 was to be earned over the remaining term of these employment agreements. 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 2024 Proxy Statement filed with the SEC on April 29, 2024 and 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 2023.

  36. Pay vs. Performance Table

    | | PEO 1 | PEO 2 | Non-PEO NEO Average | | | 2024 | 2024 | 2024 | | Summary Compensation Table | $666,667 | $1,756,230 | $1,101,837 | | Less: Fair value of equity awards granted during the year from the Summary Compensation Table | — | (1,073,930) | (534,486) | | 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 | — | 1,223,560 | 545,025 | | 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 | — | 734,361 | 622,180 | | Fair value at vesting date of equity awards granted in fiscal year that vested in fiscal year | — | — | — | | 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 | (6,226) | (1,234,711) | (183,229) | | Equity awards granted in prior years that were forfeited during the year | — | — | — | | Dividends or other earnings paid on equity awards during the year | — | 124,457 | 12,682 | | Compensation Actually Paid | $660,441 | $1,529,967 | $1,564,009 |

  37. Pay vs. Performance Table

    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 2024. 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 2024. *In 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 was to be be earned over the three-year, nine-month remaining term of their employment agreements from April 2023 through the end of 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.