{"url_path":"/sec/algt/8-k/2026-05-13/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1362468/0001140361-26-021056-index.html","accession_number":"0001140361-26-021056","cik":"0001362468","ticker":"ALGT","issuer_name":"Allegiant Travel CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/1362468/0001140361-26-021056-index.html","primary_entity_key":"0001362468","primary_entity_name":"Allegiant Travel CO"},"word_count":780,"has_tables":true,"body_markdown":"Item 5.02.\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n \n\nOn the Closing Date, effective as of the effective time of the Second Merger, as approved by resolutions of Allegiant’s board of directors (the “Allegiant Board”) and pursuant to the terms of the Merger Agreement, the Allegiant Board approved and adopted\nan amendment to Allegiant’s bylaws (the “Bylaws Amendment”) to change the number of directors on the Board from eight to eleven, and three directors designated by Sun Country joined the Allegiant Board: (i) Jude Bricker, the President and CEO of Sun Country, and current member of the Sun Country board of directors (the “Sun Country Board”), (ii) Jennifer\nVogel, a current member of the Sun Country Board, and (iii) Thomas Kennedy, a current member of the Sun Country Board. As approved by resolutions of Allegiant’s Board, Ms. Vogel was placed on the Compensation Committee of the Board, and\nMr. Kennedy was placed on the Audit Committee of the Board. Other than with respect to Mr. Bricker’s fee arrangement pursuant to the Advisory Services Agreement (as defined below), Mr. Bricker, Ms. Vogel and Mr. Kennedy will receive compensation\nfor service as a non-employee director consistent with the compensation arrangements applicable to Allegiant’s other non-employee directors.\n\n \n\nMr. Bricker, age 52, has served as President and CEO of Sun Country since 2017 and has been a Sun Country director since 2018. A seasoned aviation\nexecutive with two decades of industry experience, he previously served as Allegiant’s Chief Operating Officer and held multiple leadership roles at Allegiant from 2006–2017, overseeing key commercial, operational, and financial functions. Earlier,\nhe was a finance manager at American Airlines. He also served as an infantry officer in the United States Marine Corps from 1996 to 2002. Mr. Bricker holds a B.S. in Civil Engineering from Texas A&M University and an MBA from the University of\nTexas, and he is an independent director of SAS Airlines.\n\n \n\nMs. Vogel, age 64, has served as Chair of the Sun Country Board since March 2023 and has been a director since 2022. She is a former senior airline\nlegal and compliance executive, having served as Senior Vice President, General Counsel, Secretary, and Chief Compliance Officer of Continental Airlines (retired 2010). Ms. Vogel currently serves on the boards of AAR Corp. and the Telluride\nRegional Airport Authority and previously served on the board of Virgin America. She holds a BBA from the University of Iowa and a JD from the University of Texas.\n\n \n\nMr. Kennedy, age 60, has served on the Sun Country Board since 2021. He is President and CEO, North America at SIXT Rental Car since January 2025\nand previously served as its President and CFO from 2020. Mr. Kennedy is a former public-company CFO, including as CFO of Hertz Global Holdings, with earlier senior finance leadership roles at Hilton Worldwide and Northwest Airlines. He holds a BA\nin Economics from Tulane University and an MBA from Harvard University.\n\n \n\nAs previously disclosed, on April 8, 2026, Allegiant entered into an Advisory Services Agreement with Jude Bricker (the “Advisory Services Agreement”), which will become effective the day after the consummation of the Mergers. Under the Advisory Services Agreement, Mr. Bricker will serve as an independent\ncontractor and provide advisory services relating to the integration of Sun Country into Allegiant, obtaining a single operating certificate for Allegiant Air, LLC and Sun Country, retention of charter and cargo customers and Sun Country business,\ncontinuity of Sun Country business relationships and consultation regarding the airline industry and the businesses of Allegiant and Sun Country. Mr. Bricker will be paid $26,250 per month during the term of the Advisory Services Agreement and will\nalso be reimbursed for reasonable out-of-pocket expenses in accordance with Allegiant’s expense reimbursement procedures. This fee is separate from any compensation payable to him for service on the Allegiant Board. The Advisory Services Agreement\ncontinues until the earliest of Allegiant obtaining a single operating certificate for Sun Country, Mr. Bricker no longer serving on the Allegiant Board, or 15 days after Allegiant gives notice of termination, except that if any of those events\noccurs within the first 12 months after the effective date, the Advisory Services Agreement will remain in place until the first anniversary unless the parties agree otherwise. Mr. Bricker will not be eligible for employee benefits under the\narrangement.\n\n \n\nThe foregoing description of the Advisory Services Agreement does not purport to be complete and is qualified in its entirety\nby reference to the full text of the Advisory Services Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference."}