ALLEGIANT TRAVEL (ALGT)
Sector: Industrials
2026 Annual Meeting Analysis
ALLEGIANT TRAVEL · Meeting: June 25, 2026
Directors FOR
4
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Gallagher has served since 2001 and Allegiant's stock has fallen roughly 23% over the past three years while the industrials sector ETF (XLI) gained about 84% — a gap of more than 106 percentage points, far exceeding the 30-point trigger threshold; the 5-year record is even worse (-66% vs. the sector), so there is no longer-term track record to soften the concern.
Mr. Brewer has served since 2009, well within the underperformance period; the stock has lost about 23% over three years while the industrials ETF (XLI) gained 84%, a gap of more than 106 percentage points that far exceeds the policy threshold, and the 5-year record provides no relief.
Mr. Ellmer has served since 2008, fully within the underperformance period; Allegiant's stock dropped roughly 23% over three years while the industrials ETF (XLI) rose 84% — a gap exceeding 106 percentage points — and the 5-year picture (-66% vs. the market) shows this is not a temporary dip.
Mr. Harrison has served since October 2019, more than 24 months before the meeting and covering the full underperformance period; the 106-percentage-point gap between Allegiant's 3-year return and the XLI industrials ETF far exceeds the 30-point policy threshold, and the 5-year record (-66%) confirms sustained value destruction with no mitigating longer-term track record.
Ms. Marvin has served since 2013, fully within the underperformance period; Allegiant's stock lost roughly 23% over three years while the industrials ETF (XLI) gained 84%, a gap of more than 106 percentage points, and the 5-year performance (-66%) shows the underperformance is persistent rather than temporary.
Ms. Morgan joined the board in October 2021, which is more than 24 months before the meeting and her tenure substantially overlaps with the underperformance period; the 3-year TSR gap of more than 106 percentage points versus the XLI industrials ETF exceeds the 30-point trigger, and the 5-year record provides no mitigating context.
Mr. Pollard has served since 2009, fully within the underperformance period; the stock's 3-year loss of roughly 23% against the XLI industrials ETF's 84% gain creates a gap of more than 106 percentage points — far above the 30-point threshold — and the 5-year return of -66% leaves no basis for a mitigating finding.
For Analysis
Mr. Anderson joined the board in September 2024, less than 24 months before the meeting, so the TSR underperformance trigger does not apply to him; no other policy concerns were identified.
Mr. Bricker joined the board in May 2026 as a Sun Country designee, which is fewer than 24 months before the meeting, so he is exempt from the TSR underperformance trigger; no other policy concerns were identified.
Mr. Kennedy joined the board in May 2026 as a Sun Country designee, fewer than 24 months before the meeting, so he is exempt from the TSR underperformance trigger; no other policy concerns were identified.
Ms. Vogel joined the board in May 2026 as a Sun Country designee, fewer than 24 months before the meeting, so she is exempt from the TSR underperformance trigger; no other policy concerns were identified.
The policy triggers an AGAINST vote for the seven long-tenured directors (Gallagher, Brewer, Ellmer, Harrison, Marvin, Morgan, Pollard) because Allegiant's 3-year stock price declined roughly 23% while the XLI industrials ETF gained 84% — a gap of more than 106 percentage points, far exceeding the 30-point threshold that applies when absolute returns are negative. The 5-year return of -66% confirms this is sustained underperformance with no mitigating longer-term track record. The four newer directors (Anderson, Bricker, Kennedy, Vogel) joined fewer than 24 months before the meeting and are exempt from the TSR trigger.
Say on Pay
✓ FORCEO
Gregory C. Anderson
Total Comp
$2,191,511
Prior Support
92%%
The CEO's total compensation of approximately $2.19 million is modest for a $2 billion airline company and does not appear materially above benchmark for a CEO in this sector and market cap range. The pay structure is well-designed: base salary represented only about 27% of total CEO compensation, with the large majority coming from performance-tied short-term cash bonuses (earned at 124% of target based on measurable operating and financial metrics) and performance-based stock awards (earned at 120.3% of target based on relative shareholder return and balance sheet improvement), comfortably satisfying the requirement that at least 50-60% of pay be variable. The company received 92% shareholder support on last year's say-on-pay vote, has a strong clawback policy, and made meaningful improvements to its compensation program in response to shareholder feedback, all of which support a FOR vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
10 yrs
Audit Fees
$2,091,106
Non-Audit Fees
$35,569
KPMG has audited Allegiant since 2016 (approximately 10 years), well below the 25-year tenure threshold. Non-audit fees total about $35,569 (audit-related fees of $10,000 plus tax fees of $25,569), which is less than 2% of the $2.09 million audit fee — far below the 50% threshold that would raise independence concerns. No material restatements were identified, and KPMG is a Big 4 firm appropriate for a $2 billion company.
Overall Assessment
This ballot covers director elections, say-on-pay, and auditor ratification for Allegiant Travel's 2026 annual meeting. The compensation program earns a FOR vote given its performance-linked design and modest absolute pay levels, and KPMG's ratification is straightforward; however, seven of the eleven director nominees — those who have served more than 24 months — receive AGAINST votes because the stock has lost roughly 23% over three years while the industrials sector ETF (XLI) gained 84%, a gap of more than 106 percentage points that triggers the policy's TSR underperformance threshold, and the 5-year record of -66% confirms the underperformance is sustained rather than temporary.