JETBLUE AIRWAYS CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrantx

Filed by a party other than the Registrant o

Check the appropriate box:

JetBlue Airways Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Jet Forward

Beloved.

Beprofitable.

Our priority moves help us get there:

Dear Fellow Stockholders:

On behalf of the JetBlue Board of Directors, I am pleased to

invite you to join our virtual annual meeting of stockholders on

Thursday, May 14, 2026 at 9:00 a.m. Eastern Daylight Time.

This year’s event can be accessed at

www.virtualshareholdermeeting.com/jblu2026.

In 2025, we drove meaningful execution of JetForward, our

multi-year strategy to return the company to sustained

profitability. Across the business, our teams made progress on

the priorities that matter most — improving reliability,

sharpening our network, strengthening our product offering, and

reinforcing our financial foundation.

At the same time, the year unfolded against a challenging external

backdrop. Macroeconomic uncertainty associated with tariffs, a

government shutdown requiring scheduled flight reductions,

continued air traffic control pressures, and aircraft groundings

associated with both the Pratt & Whitney GTF inspections and the

Airbus software roll-back tested our business. In response, we

remained focused on disciplined execution and kept JetForward at

the center of our decision-making.

JetForward provided a steady roadmap for our leadership team

and crewmembers, enabling us to advance each of our four

priority moves:

Reliable & Caring Service

Reliability is foundational to JetBlue’s success, and in 2025 we

continued building on the momentum established since

JetForward’s launch. We improved nearly every major

operational metric compared with 2024. Net Promoter Score

(NPS) improved by 8 points year-over-year, and 17 points since

the beginning of 2024, reflecting the progress delivered in the

first full year of JetForward.

Our performance was also recognized through third-party awards,

including a TPG Award from The Points Guy for Best U.S.

Economy Cabin, our sixth time receiving this honor, as well as J.D.

Power recognition for Highest Customer Satisfaction in First/

Business Class in North America, underscoring the strength of

both our core and premium offerings.

Best East Coast Leisure Network

In 2025, we continued reshaping our network to better align with

customer demand and our competitive strengths. We added

capacity in Fort Lauderdale, regaining our position as the

airport’s largest airline, expanded service in our core geographies

and announced additional European destinationsfor 2026, further

strengthening our leisure network while maintaining disciplined

capacity deployment. We also introducedour Blue Sky

collaboration with United Airlines to broaden customer relevance

and loyalty integration across our networks.

Products & Perks Customers Value

JetForward’s product strategy continued to progress in 2025 by

strengthening choice, value, and premium revenue generation.

We enhanced our EvenMore® offering with additional onboard

perks and made it available for purchase in more channels. We

also remain on track to introduce a domestic first-class product

in 2026.

It was a very big year for our TrueBlue® loyalty program. We

opened our first lounge, BlueHouse, at JFK, with Boston

planned to follow in 2026. We also launched a premium credit

card that has outperformed expectations, expanded airline

partner redemption opportunities, and enabled customers to

redeem TrueBlue® points to purchase our Blue Basic and

EvenMore® offerings.

A Secure Financial Future

Maintaining financial discipline remained a central focus throughout

2025. We deferred aircraft deliveries to preserve capital flexibility

and ended the year with $2.5 billion in liquidity, while continuing to

manage capital and financing activities with discipline.

We continued modernizing our fleet by retiring all Embraer

E190 aircraft and expanding our A220 fleet to 59 aircraft at

year-end, improving efficiency and lowering unit costs. In 2025,

JetForward delivered $305 million of incremental EBIT,

representing meaningful progress toward our long-term

financial targets and on track to hit our goal of $850-950 million

of incremental EBIT for 2027.

Our Board of Directors play a critical role in guiding and

overseeing this work. The Board’s depth of experience,

independent perspective, and active engagement in strategy

and risk oversight remain vital as we navigate a complex

operating environment.

Looking ahead, we remain confident in JetForward and are

committed to disciplined execution. The actions taken in 2025

have strengthened our financial and operational foundation,

positioning JetBlue to compete more effectively, capture new

opportunities, and deliver long‑term value for our stockholders.

Our financial priorities remain clear: restore sustained operating

profitability, generate positive free cash flow, and strengthen our

balance sheet.

On behalf of the Board of Directors and all of JetBlue’s

crewmembers, thank you for your continued support and

investment in our company.

Very truly yours,

Joanna L. Geraghty

Chief Executive Officer and Director

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Notice of Annual Meeting

of Stockholders

This notice of annual meeting, proxy statement and form of proxy for

JetBlue Airways Corporation (“JetBlue” or the “Company”) are being

distributed and made available on or about April 2, 2026.

Items of Business

To elect the thirteen directors named in this proxy statement;

To approve, on an advisory basis, the compensation of our named executive officers (“say-on-pay” vote);

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

To approve an amendment to the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan to increase the number of shares of common stock authorized for issuance; and

Such other business as may properly come before the annual meeting and any postponement(s) or adjournment(s) thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 14, 2026The notice of annual meeting, the proxy statement and our 2025 Annual Report to Stockholders are available on our website at http://investor.jetblue.com. Additionally, in accordance with the Securities and Exchange Commission rules, you may access our proxy materials at www.proxyvote.com.

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Voting

Your vote is very important. Regardless of whether you plan to attend the virtual annual

meeting, we hope you will vote as soon as possible. You may vote your shares over the

Internet or via a toll-free telephone number. If you received a paper copy of a proxy or voting

instruction card by mail, you may submit your proxy or voting instruction card for the annual

meeting by completing, signing, dating and returning your proxy or voting instruction card in

the pre-addressed envelope provided. In addition, stockholders of record and beneficial

owners will be able to vote their shares electronically during the annual meeting. For specific

instructions on how to vote your shares, please refer to the section entitled Questions and

Answers About the Annual Meeting and Voting beginning on page 91 of the Proxy Statement.

Virtual Meeting Admission

Stockholders of record as of March 20, 2026 will be able to participate in the virtual annual

meeting by visiting our annual meeting website www.virtualshareholdermeeting.com/jblu2026.

To participate in the 2026 virtual annual meeting, you will need the 16-digit control number

included on your Notice of Internet Availability of the proxy materials, on your proxy card or on

the instructions that accompanied your proxy materials.

The 2026 virtual annual meeting will begin promptly at 9:00 a.m., Eastern Daylight Time, on

May 14, 2026. Online check-in will begin at 8:45 a.m., Eastern Daylight Time. Please allow

ample time for the online check-in procedures.

Annual Meeting Website and Pre-Meeting Portal

We believe the online format for the 2026 annual meeting allows us to communicate more

effectively with you. Stockholders can access our pre-meeting portal, where you can submit

questions in advance of the annual meeting, by visiting our annual meeting website

at www.proxyvote.com and logging in with your 16-digit control number. Stockholders can

also access copies of our Proxy Statement and 2025 Annual Report to Stockholders at the

annual meeting website.

By order of the Board of Directors,

Eileen McCarthy

General Counsel and Corporate Secretary

Contents

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Table of Contents

Business Overview

JetBlue took to the skies in 2000 with a radical mission of bringing humanity back to air travel. The airline’s founders had a

simple recipe: keep costs low and deliver competitive fares with great service backed up by the best people and culture in the

business. For 26 years the airline has been committed to its customer-centric approach, combining award-winning service,

industry-leading comfort, and innovative products. With a focus on our JetForward strategy, we are leaning into our strengths

and setting a course for sustained profitability and long-term success.

A Differentiated Travel Experience

JetBlue is known for redefining the travel experience with key differentiators, including:

•Award-Winning Customer Service – We continue to be recognized for our caring, customer-first approach, including

receiving thetop ranking from The Points Guy for Best U.S. Economy Cabin, our sixth time receiving this honor, and awarded

Highest Customer Satisfaction in First/Business Class in North America by J.D Power.

•Premium Travel Options – Our Mint® product continues to raise the bar, we have made enhancements to our

EvenMore® experience, and we plan to introduce a domestic first-class product in 2026. Our first-ever airport lounge,

BlueHouse, opened in 2025 at JFK with a location at Boston Logan to follow in 2026 to further enhance the premium

travel experience.

•A Loyalty Program that Delivers – TrueBlue® offers flexible rewards and premium perks, enhanced by our new 2025

credit card and expanded global airline partnerships. Beyond flights, members seamlessly earn and redeem points on

vacation packages, cruises, hotels, and car rentals through JetBlue Vacations and TrueBlue® Travel, both powered by our

Paisly subsidiary.

•More Comfort in Every Cabin – Our spacious seating, free high-speed Wi-Fi, and seatback entertainment set us apart in

the industry.

JetForward: Positioning the Company for Long-Term Success

In 2024, we launched JetForward, our multi-year roadmap designed to drive operational reliability, customer loyalty, and

financial resilience. JetForward is built on four priority moves:

Reliable & Caring ServiceDriving operational excellence, reducing delays, and improving customer satisfaction.

Best East Coast Leisure NetworkOptimizing our route network to focus on high-demand markets where the JetBlue brand resonates and we have historically been successful.

Products & Perks Customers ValueEnhancing revenue streams, including new premium offerings, investing in loyalty, and elevating the customer experience.

A Secure Financial FutureCommitted to cost discipline, enabling free cash flow generation and strengthening balance sheet health.

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Financial and Operational Discipline

As we execute JetForward, we are focused on financial sustainability and making disciplined decisions to strengthen JetBlue’s

competitive position and deliver long-term value for our stockholders. In 2025, we successfully:

•Improved operational performance, with a year-over-year increase in systemwide on-time performance and an 8-point

improvement in NPS.

•Generated $9.1 billion in operating revenue while aligning capacity to demand.

•Delivered $305 million of incremental EBIT(1)contribution from JetForward initiatives, exceeding our first-year target.

•Reduced total operating expense year-over-year as part of disciplined cost management.

•Ended the year with $2.5 billion in liquidity, reinforcing balance sheet strength.

•Advanced fleet modernization and capital planning, including aircraft delivery deferrals and the completion of the Embraer

E190 retirement.

1. Management reviews the estimated amount of earnings before interest and taxes attributable to JetForward initiatives within a given

period to evaluate progress against our financial and operational targets. Incremental EBIT reflects the estimated impact of strategic

initiatives on profitability, such as partnerships, fleet optimization, network changes, and cost reduction programs.

3

Operating Margin

(4.1)%GAAP

(3.7)%Non-GAAP(1)(3)

CapacityYear-Over-Year

(1.6)%

Our 2025 full‑year results:

OperatingRevenue

$9.1BILLION

Average Costof Fuel per Gallon

Net (Loss)

($602M)GAAP

($593M)Non-GAAP(1)(3)

Net (Loss)per Share

($1.66)GAAP

($1.64)Non-GAAP(1)(3)

Liquidity

$2.5BILLION

UnencumberedAssets

~$6.5BILLION

AircraftDeliveries

1. Excluding special items.

2. Cost per available seat mile, excluding aircraft fuel,

other non-airline operating expenses, and special items.

3. Non-GAAP financial measure. For more information on

the non-GAAP measures, please refer to Appendix

A “Non-GAAP Financial Measures.”

Looking

Ahead

With a clear JetForward strategy,

we believe JetBlue is positioned

for a successful future.

Our continued commitment is bringing humanity back to air travel while

delivering value to our customers, crewmembers, and stockholders.

As we move forward, we remain disciplined and focused on

executing what is within our control, strengthening

our operational foundation, sharpening our

network focus, enhancing our product

offerings, and reinforcing our financial

position to return JetBlue to

sustained profitability.

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Table of Contents

Proxy Statement Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider. Please read the entire proxy statement carefully before you vote.

Voting Matters

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Our Director Nominees

Our Governance and Nominating Committee and our Board have determined that the director nominees possess a broad

range of attributes, viewpoints and experiences to effectively oversee JetBlue’s long-term business strategy. The following

table provides summary information about each director nominee. Detailed information about each director nominee’s

qualifications, experience and expertise can be found in their biographies starting on page 28.

The nominees are comprised of nine men and four women, of whom eight identify as white, two as African American or Black,

two as Asian and one prefers not to self-identify.

Well-Balanced Tenure

Our Board is committed to balancing tenure and refreshment to ensure an appropriate mix of skills, experiences, and

perspectives across the Board and its Committees.

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Stockholder Engagement

We believe meaningful, ongoing dialogue with our stockholders strengthens our Company and supports long-term value

creation. We maintain a year-round engagement program because we believe understanding stockholder perspectives helps

inform our Board’s oversight, shape leadership priorities, and enhance our governance and executive compensation practices.

2025 Say-on-Pay Results

At our 2025 annual meeting, approximately 84% of the votes cast supported our say-on-pay proposal, reflecting stockholder

confidence in our executive compensation program. The Compensation Committee continues to evaluate our compensation

framework to ensure strong alignment between pay and performance and to confirm that our program reflects evolving best

practices. A more detailed discussion of our executive compensation program appears in the “Compensation Discussion and

Analysis” section beginning on page 41.

Our Engagement Program

Our governance-focused outreach program in 2025 targeted our top 25 stockholders, representing nearly 67% of our

outstanding shares (adjusted to exclude shares held by certain stockholders who have filed Schedule 13D). We successfully

engaged with stockholders representing approximately 21% of our outstanding shares, and were pleased that the remaining

stockholders we contacted indicated they did not have any material feedback or concerns requiring discussion, reflecting

broad satisfaction with our corporate governance practices.

These discussions included participation from members of our Compensation, Investor Relations and Legal teams, and, where

appropriate, members of our Board and Committee Chairs. In addition to dedicated governance-focused discussions, our

Investor Relations team maintains regular dialogue with stockholders through quarterly earnings calls, industry conferences,

investor presentations, and individual outreach throughout the year.

What We Heard from Stockholders

Topics discussed during 2025 and early 2026 reflected shareholder priorities and the Company’s strategic focus. These

discussions included financial and operational performance, progress against our long-term strategy, capital allocation and

balance sheet discipline, executive compensation design and pay-for-performance alignment, long-term incentive structure

and performance metrics, Board refreshment, and risk oversight practices.

Feedback from these engagements is shared directly with our leadership team, the full Board and Committees, as applicable,

and informs our ongoing evaluation of governance practices, executive compensation design, and proxy disclosure. We

remain committed to maintaining a governance framework and executive compensation program that align with performance,

support long-term strategy execution, and reflect leading governance practices.

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Compensation That Supports Our Business Strategy

Our executive compensation program is designed to drive achievement of our business strategy by incentivizing and

rewarding our executives for performance against corporate goals, so they remain focused on long-term growth of the

Company and enhancing stockholder value. Specifically, it is structured to:

•Attract, motivate and retain the highest level of executive talent to guide our business and successfully execute our strategy.

•Provide performance-based incentives to reward achievement of short- and long-term business goals and strategic

objectives, which align with our operating plan, while recognizing individual contributions.

•Align the interests of our executives with those of our stockholders, including by placing more than 85% of our CEO’s

and 78% of our NEOs’ 2025 total compensation opportunity into “at-risk” compensation payable only if certain goals

are achieved.

2025 Compensation Pay Mix at Target*

CEO

Only

All Other

NEOs

The Compensation Committee establishes challenging performance goals under our annual and long-term incentive plans

to drive JetBlue’s business strategy and maximize value for our stockholders. As more fully described in the “Pay for

Performance” section of the “Compensation Discussion and Analysis” on page 41, this disciplined approach ensures that

executive compensation is aligned with our financial and operational performance and the creation of long-term value for our

shareholders, reinforcing our strong pay-for-performance culture.

*The compensation for 2025 is reported in the Summary Compensation Table on page 58. This includes CEO target compensation,

defined as base salary, target bonus and target long-term incentives. Other NEOs target compensation includes an average of base

salary, target bonus and target long term incentives for Marty St. George, Ursula Hurley, Warren Christie and Carol Clements.

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Table of Contents

Corporate Governance at JetBlue

JetBlue’s mission is to Bring Humanity Back to Air Travel. We believe that strong corporate governance, informed by engaging

directly with our stakeholders, creates the foundation that allows us to pursue our mission. Corporate governance at JetBlue is

designed to promote the long-term interests of our stockholders, maintain internal checks and balances, strengthen leadership

accountability, and foster responsible decision-making.

Corporate Governance Highlights

The Board of Directors

Board Leadership

Our Board has determined that it is in the best interests of the Company and its stockholders to maintain a separate

independent Board Chair and CEO. Our Board believes that this leadership structure provides strong independent oversight,

effective risk management and a governance framework that best serves the needs of JetBlue and its stockholders. By clearly

delineating authority, responsibility and oversight between management and the independent members of the Board, the

current structure promotes accountability, balanced decision-making and effective Board leadership. We believe our risk

management processes are well-supported by the current Board leadership structure.

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Since the Company’s May 2020 annual meeting, Peter Boneparth has served as our independent Board Chair. Mr.

Boneparth’s extensive executive and public company experience, together with his deep knowledge of the Company’s

operations and strategy, position him to provide effective independent leadership. In this role, he serves as a strategic thought

partner to our CEO and facilitates open and constructive dialogue among directors, fostering a Board dynamic that enables

members to function effectively both individually and as a cohesive body.

As the Company continues to execute on its strategic transformation and advance its JetForward initiatives amid a dynamic

industry environment, the Board believes that leadership continuity at the Board level supports stability and sustained progress.

The Board remains committed to thoughtful succession planning and ongoing refreshment and plans to continue to assess its

composition to maintain an appropriate balance of experience, skills and perspectives aligned with the Company’s long-term

strategy and the interests of stockholders.

Independent Board Chair

Key responsibilities of the Board Chair include:

•Calling meetings of the Board and presiding over executive sessions of the independent directors.

•Approving Board meeting schedules and setting the agenda for Board meetings in consultation with other directors, the

CEO, and the Corporate Secretary.

•Serving as the primary liaison between independent directors and the CEO.

•Working with the Chairs of the Compensation Committee and the Governance and Nominating Committee with regard to

the annual CEO performance evaluation.

•Working with the Governance and Nominating Committee to oversee Board and its committees evaluations and

recommend enhancements to Board effectiveness.

•Engaging with stockholders.

•Providing independent leadership to the Board and advising the CEO on strategic matters of interest to the Board.

•Setting and maintaining Board culture.

•Performing other duties specified in the Corporate Governance Guidelines or as assigned by the Board.

Independent Board

•12 of 13 director nominees are independent– We are committed to maintaining a substantial majority of directors who

are independent of the Company and leadership. Except for our CEO, Joanna L. Geraghty, all directors are independent

within the rules and regulations of the SEC and Nasdaq.

•Quarterly executive sessions of independent directors– At each quarterly Board meeting, the directors meet in

executive session. Independent sessions are held, as needed.

•Strategy– The independent directors meet in executive session at an annual strategy meeting.

Board Composition

Ensuring the Board is composed of directors who bring diverse viewpoints and exhibit a variety of skills, professional

experiences and backgrounds is a top priority of the Board and the Governance and Nominating Committee. The Board and

the Governance and Nominating Committee believe that different perspectives are critical to a forward-looking and strategic

Board, as is the ability to benefit from the valuable experience and familiarity that longer-serving directors bring.

When recommending to the Board the slate of director nominees for election at the annual meeting, the Governance and

Nominating Committee strives to maintain an appropriate balance of skills, experience and tenure on the Board to effectively

represent the long-term interests of stockholders.

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Board Skills and Experience Matrix

The chart below depicts the current skills, qualifications and expertise represented on our Board.

The skills and experience categories reflect self-identification by the director nominees standing for election at the 2026 annual

meeting. Information in this chart is presented as of March 2026.

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Board Committees

To support effective corporate governance, the Board delegates certain responsibilities to its committees, which regularly

report on their activities to the Board.

•Five Standing Committees – Our Board has an Audit Committee, a Compensation Committee, a Governance and

Nominating Committee, an Airline Safety Committee and a Finance Committee. Each committee has a charter setting

forth its specific responsibilities, which can be found on the investor relations page on our website. The tables below

provide membership for each Board committee as of the 2026 annual meeting.

•SEC-Required Committees Are Solely Independent – Our Audit Committee, Compensation Committee, and

Governance and Nominating Committee are composed of exclusively independent directors within the rules and

regulations of the SEC and Nasdaq, including with respect to enhanced independence requirements for members of the

Audit Committee and Compensation Committee, as applicable. Our Finance Committee is composed of independent

directors. Our CEO serves on the Airline Safety Committee.

•Regular Committee Executive Sessions of Independent Directors – Members of the Audit Committee, Compensation

Committee and Governance and Nominating Committee regularly meet in executive session.

•Committees Have Authority to Engage Legal Counsel or Other Advisors or Consultants– Each committee is

authorized to retain advisors or consultants as it deems appropriate to carry out its responsibilities.

•Independent Compensation Consultant – The Compensation Committee retains Pay Governance LLC (“Pay

Governance”) to advise on marketplace trends in executive compensation, leadership proposals for compensation

programs, and executive officer compensation decisions. Pay Governance also evaluates compensation for non-

employee directors, our senior leadership team, and equity compensation programs generally. The Compensation

Committee consults with Pay Governance about the Compensation Committee’s recommendations to the Board on CEO

compensation. Pay Governance is directly accountable to the Compensation Committee. To maintain its independence,

Pay Governance does not provide any services for JetBlue other than those described above.

•The Compensation Committee Consultant Maintains Its Independence – Annually, the Compensation Committee

assesses the independence of its compensation consultant considering the following factors:

–the consultant is retained and terminable by, has its compensation fixed by, and reports solely to the Compensation

Committee;

–the consultant maintains and adheres to its independence policy to prevent conflicts of interest;

–whether the consultant (or any individual employee of the consultant providing services) owns JetBlue common stock;

–the consultant will not perform any work for Company leadership except at the request of the Compensation

Committee Chair and in the capacity as the Compensation Committee’s agent;

–whether the consultant provides any unrelated services or products to the Company, its affiliates, or leadership,

except for surveys purchased from the consultant firm;

–whether the consultant (or any individual employee of the consultant providing services) has any business or personal

relationship with a Board member or with an executive officer of JetBlue; and

–the fees received by the consultant for the JetBlue engagement, as a percentage of the consultant’s annual revenues.

The Compensation Committee believes that Pay Governance has been independent during its 2025 engagement as a

consultant to the Compensation Committee.

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Board Committee Responsibilities

The charter for each Board Committee listed below is available on our websiteat http://investor.jetblue.com.

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Board Oversight

Stockholders elect the Board to oversee the senior leadership team (“leadership”) of the Company and to serve stockholders’

long-term interests. Leadership is responsible for leading the Company towards achieving our mission, delivering on our

strategy, creating our culture, inspiring an innovative customer experience, establishing accountability, and managing risk. The

Board and its committees work closely with leadership to balance and align strategy, risk and other areas while considering

feedback from stakeholders. Essential to the Board’s oversight role is a transparent and active dialogue between the Board

and its committees, and leadership. To support that dialogue, the Board and its committees have access to, receive

presentations from, and conduct regular meetings with leadership, other senior business and functional crewmembers, subject

matter experts, the Company’s enterprise risk management and internal audit teams, and external experts and advisors.

Through oversight, review, and counsel, our Board works with leadership to establish and promote business goals,

organizational objectives, and a strategy that is mindful of how our business affects and is affected by the broader environment.

Board Oversight of Strategy

One of the Board’s primary responsibilities is overseeing leadership’s establishment and execution of the Company’s strategy.

As JetBlue continues to innovate the entire customer experience, the Board works with leadership to respond to a dynamically

changing environment. At least quarterly, the CEO and other leaders from across JetBlue provide detailed business and

strategy updates to the Board. At least annually, the Board conducts an in-depth review of the Company’s overall strategy.

The Board engages with leadership and other senior crewmembers regarding business objectives, technology updates, the

competitive landscape, operational economic trends, and public policy and regulatory developments. The Board also assesses

the competitive landscape, the Company’s budget and capital plan, and performance for alignment to our strategy. The Board

looks to the focused expertise of its committees to help inform strategic oversight in their areas of focus.

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Board Oversight of Risk

Our Board oversees the management of risk inherent in the operation of the Company’s businesses and the implementation of

its strategic plan by relying on several different levels of review:

In connection with its reviews of the operations of the Company’s business and corporate functions, the Board regularly

reviews and addresses the primary and emerging risks associated with those business and corporate functions. The Board

also reviews certain entity level type risks, including cybersecurity, risks relating to the Company’s development and use of

artificial intelligence technologies, environmental and sustainability risks.

The Board appreciates the rapidly evolving nature of threats presented by cybersecurity incidents and supports efforts aimed

at the prevention, timely detection, and mitigation of the effects of any such incidents on the Company. With respect to

cybersecurity, the Board receives regular reports, including updates on the internal and external cybersecurity threat

landscape, incident response, assessment and training activities, and relevant legislative, regulatory, and technical

developments. Periodic updates on material developments in the evolving artificial intelligence landscape are similarly

provided to the Board.

Each of the Board’s committees oversees the management of Company risks that fall within that committee’s areas of

responsibility. In performing this function, each committee has full access to and meets with leadership to review known risks

and identify emerging risks, as well as the ability to engage advisors and experts. In addition, the Board monitors the ways in

which the Company attempts to prudently mitigate risks, to the extent reasonably practicable and consistent with the

Company’s long-term strategy.

The Audit Committee oversees the operation of the Company’s ethics and compliance program. In addition, the Audit

Committee oversees the operation of the Company’s enterprise risk management program, including the identification of the

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primary risks to the Company’s business, such as financial, operational, privacy, cybersecurity, business continuity, legal and

regulatory, and reputational risks, and reviews the steps leadership has taken to monitor and control these exposures. The

Audit Committee also periodically monitors and evaluates the primary risks associated with particular business units and

functions. The Audit Committee may, in its business judgment, escalate certain risks to the Board as a whole. The Company’s

Corporate Audit team assists leadership in identifying, evaluating and implementing risk management controls and

methodologies to address identified risks. In connection with its risk management role, at each of its meetings, the Audit

Committee meets in executive session with representatives from the Company’s independent registered public accounting firm

and the head of Corporate Audit, as it deems appropriate, and may meet with other members of leadership.

Compensation Risk Analysis

The Compensation Committee conducts an annual assessment of the risks associated with the Company’s compensation

policies and practices. Based on this review, the Committee concluded that these policies and practices are appropriately

balanced and do not incentivize imprudent risk-taking and are therefore not reasonably likely to have a material adverse

effect on the Company. The Committee’s assessment considered, among other factors, the balance of fixed and variable

compensation, the use of both short- and long-term incentives, caps on incentive payouts, the inclusion of multiple

performance metrics, the use of long-term equity awards, clawback provisions, and the Committee’s discretion to adjust

incentive outcomes. In addition, for the substantial majority of our crewmembers, compensation consists primarily of fixed

salary and capped incentive opportunities, and these crewmembers do not have authority to take actions that would expose

the Company to significant business risks.

Board Effectiveness and Annual Evaluations

Evaluation Process

The Board is focused on enhancing its performance through a robust evaluation process of the effectiveness of the Board and

its Committees with a view to increasing stockholder value. Under the leadership of the Chair, the Governance and Nominating

Committee oversees the Board’s annual self-evaluation process, soliciting input and perspective from all of our Directors on

various matters, including, but not limited to:

•Effectiveness of the Board and its operations

•Board leadership structure

•Board composition, including the Directors’ capabilities,

experiences and knowledge

•Quality of Board interactions

•Effectiveness of Board Committees

•Efficiency of Board and Committee meetings

•Effectiveness of the evaluation process itself

•Each Director’s other board commitments

The Board also engages an independent third party on a periodic basis, typically every three years, to support its evaluation

process. In 2024, an external advisor facilitated the Board’s annual evaluation, including individual director interviews, a Board

effectiveness survey, and peer benchmarking. The process provided additional insight into areas of strength and opportunities

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for continued development and informed Board discussions regarding composition, meeting structure, oversight of compliance

and controls, and leadership succession planning.

As provided in their respective charters, each of the Board’s standing Committees conducts a similar annual self-evaluation to

assess performance and effectiveness. The process includes questionnaires designed to reflect governance best practices

and regulatory expectations, followed by executive session discussions led by each Committee Chair. Feedback and

observations are reported to the full Board, and changes are implemented as appropriate.

Directors Onboarding and Education

Director Onboarding

Our director orientation program familiarizes new directors with JetBlue’s business, operations, strategies and policies, and

assists them in developing Company and industry knowledge to optimize their service on the Board. As we add new Board

members, we continue to solicit our Board members’ post-orientation feedback to improve our director orientation program.

The enhanced orientation process includes directors attending our orientation classes for new crewmembers and “shadowing”

certain operational leaders to help them appreciate the industry’s complexities. The Board works with leadership on an

ongoing basis to continue to enhance and improve the orientation program.

Continuing Education Resources

We provide our directors with educational opportunities to enhance the skills and knowledge they use to perform their

responsibilities, including a membership with the National Association of Corporate Directors. These programs may include

internally developed materials and presentations, programs presented by third parties, and financial and administrative support

to attend qualifying academic or other independent programs. Additionally, we provide quarterly briefings about governance

developments to the Governance and Nominating Committee, and compliance and legal developments to the Audit Committee.

Our Governance Framework

Our governance framework is designed to help our Board maintain the necessary skills, expertise, authority and practices in

place to review and evaluate leadership and our business operations in an independent manner. Our goal is to align the interests

of directors, leadership, stockholders and our other stakeholders, and comply with or exceed the requirements of the Nasdaq

Stock Market and applicable law and implement best practices. This framework establishes the practices our Board follows with

respect to, among other things, Board composition and director nominations, Board meetings and involvement of senior

leadership, director compensation, CEO performance evaluation, leadership succession planning, and Board committees.

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Sustainability

Leadership regularly updates the Board on sustainability initiatives, regulatory developments and stakeholder expectations.

Environmental Strategy

JetBlue remains focused on improving operational efficiency and reducing environmental impact while maintaining financial

discipline. As an airline subject to emissions regulations in multiple jurisdictions, we monitor evolving regulatory requirements

and incorporate sustainability considerations into long-term planning.

Sustainable Aviation Fuel (SAF) and Fleet Modernization

We continue to expand our use of sustainable aviation fuel (SAF) and pursue additional supply partnerships to support our

goal of converting 10% of our jet fuel usage to blended SAF by 2030.

Fleet modernization is a key component of our emissions reduction strategy. The transition to newer aircraft, including the

Airbus A220, enhances fuel efficiency and lowers emissions intensity.

In 2025, greenhouse gas emissions per available seat mile were approximately 8.76% lower than 2019 levels, driven by fleet

upgrades, SAF usage and operational efficiency initiatives.

Operational Efficiency Initiatives

We pursue additional emissions reduction opportunities through:

•Fuel optimization programs

•Operational improvements

•Collaboration with air traffic control modernization initiatives

•Evaluation of emerging technologies

Transparency

Additional information regarding our sustainability strategy and environmental initiatives is available in our sustainability report

and on our investor relations website.

Our People and Programs

We believe our success depends on our crewmembers delivering the JetBlue Experience in the sky and on the ground. One of

our competitive strengths is a service-oriented culture grounded in our five key values: Safety, Caring, Integrity, Passion, and

Fun. We believe a highly productive and engaged workforce enhances customer loyalty. Our goal is to hire, train, and retain a

qualified workforce of caring, passionate, fun, and friendly people who share our mission to Inspire Humanity.

Safety Oversight and Risk Management

Safety is foundational to our operations. We maintain a Federal Aviation Administration (FAA)-required Safety Risk

Management (SRM) process to identify, assess, and mitigate operational risks.

Our Safety Review Board, comprised of senior leadership, oversees company-wide safety decisions and risk acceptance.

The Safety Review Board supervises seven operational Risk Working Groups (RWGs) focused on flight operations, airports,

system operations, technical operations, inflight operations, and customer support. These groups regularly evaluate safety

risks and mitigation strategies to promote continuous improvement.

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Engagement, Training and Development

At JetBlue, our dream is for our crewmembers to soar to new heights in their careers. We invest in training, leadership

development, and career advancement to support long-term talent retention and operational excellence.

New crewmembers participate in orientation at JetBlue University, our training center in Orlando. We provide ongoing technical

training, leadership programs, and customer service training aligned with our safety and service standards.

We also support career mobility through:

•Gateway Programs, which provide pathways to pilot and maintenance technician careers for crewmembers and external

candidates.

•JetBlue Scholars, which enables crewmembers to pursue undergraduate and graduate degrees through accredited,

online programs.

•Crewmember resource and interest groups that promote professional development and community engagement.

JetBlue For Good and Community Engagement

JetBlue For Good reflects our commitment to supporting the communities we serve.

We support educational access and community development initiatives, including:

•Soar with Reading, which provides books to children in need.

•The annual Swing for Good charitable fundraising event.

•The JetBlue Foundation, a 501(c)(3) non-profit corporation, which supports initiatives that expand access to careers in

science, technology, engineering and mathematics (STEM) and aviation.

Since 2011, JetBlue crewmembers have volunteered more than 1.5 million hours in their communities.

Crewmembers also may seek assistance from or contribute to the JetBlue Crewmember Crisis Fund (JCCF), a 501(c)(3) non-

profit charitable organization that provides short-term financial assistance to eligible crewmembers experiencing hardship.

Human Trafficking

We support the U.S. Department of Homeland Security and the U.S. Department of Transportation through the Blue Lightning

Initiative to help prevent human trafficking. Crewmembers receive training to identify and report suspicious activity, and a

cross-functional working group evaluates additional policies and practices to strengthen prevention efforts.

Data Privacy & Information Security

Protecting customer and crewmember information is critical to our operations. We maintain cybersecurity and privacy

programs designed to address evolving threats, including cyber intrusions and other operational risks.

We continue to enhance our security processes and tools to protect the confidentiality, integrity, and availability of our systems

and data.

Political Contributions

We disclose corporate political contributions and certain trade association political expenditures on our website. Our Political

Contributions Policy, available at http://investor.jetblue.com, outlines our approach to engagement in the political process.

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Stockholder Interests

Stock Retention and Ownership Guidelines

We believe that directors and executive officers should have a significant financial stake in JetBlue to further align their

interests with the interests of our stockholders, thus we have established robust stock ownership and retention guidelines for

our directors and executive officers. Our non-employee directors are required to hold 5x the annual cash retainer, or $400,000,

in JetBlue equity until their retirement or separation from our Board. Beginning in 2020, directors were afforded the opportunity

to elect to receive their annual equity compensation award as either restricted stock units (“RSUs”) with a one-year vesting

period or as deferred stock units (“DSUs”) also with a one-year vest. Director DSUs, once vested, are deferred until the

director’s departure from JetBlue. These director DSUs are settled as common stock six months following a director’s

separation from the Board. The holding requirements for non-employee directors may be satisfied by holding common stock,

vested and unvested RSUs and vested and unvested DSUs. Non-employee directors have five years from their appointment to

meet their stock ownership requirement. As of December 31, 2025, certain non-employee directors were below the applicable

ownership threshold either due solely to the decline in our stock price during the year or because they were within the requisite

time period since first becoming subject to the guidelines to acquire the applicable level of ownership. The Governance and

Nominating Committee reviewed the ownership levels of the affected directors and confirmed that any shortfall attributable to

ownership levels was not the result of discretionary sales of shares. Each of these directors continues to maintain a

meaningful equity investment in JetBlue and remains subject to our stock ownership and retention guidelines.

For 2025, our leaders had the following holding requirements: 6x base salary for our CEO and 2x base salary for our other

executives. The policy has post-tax vesting holding requirements to provide executives with some liquidity options while they

are on track to meet the guidelines. The holding requirements for executives may be satisfied by holding common stock,

and vested and unvested RSUs. Executives have five years from their hiring or promotion to meet their stock ownership

requirement. As of December 31, 2025, all of our NEOs met or exceeded our stock ownership guidelines, or were within the

requisite time period since first becoming subject to the guidelines to acquire the applicable level of ownership, in accordance

with our policy.

The Governance and Nominating Committee periodically monitors our directors’ and executives’ compliance with the stock

ownership guidelines, and may revise the guidelines from time to time.

Compensation Clawback

Effective as of October 2, 2023, we adopted a Policy for Recovery of Erroneously Awarded Compensation, which is intended

to meet the requirements of Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and

the corresponding listing standards of the Nasdaq Stock Market. In addition, this policy provides for the discretionary recovery

by the Compensation Committee from current and former executive officers and other officers of the Company (to the extent

permitted by applicable law) of any performance stock or performance stock units that are granted pursuant to the Omnibus

Plan or any successor plan, and any shares that are delivered in settlement thereof, which were granted or paid to such officer

during the three-year period immediately preceding the occurrence of a covered event. Covered events include an officer’s (i)

participation in a fraud or willful misconduct, including but not limited to in connection with work that causes or results in the

Company being required to prepare a restatement; (ii) willful breach of the Company’s policies; or (iii) embezzlement or

misappropriation of funds or property of the Company or its subsidiaries or affiliates that, in the case of each of clauses (i), (ii)

and (iii), materially adversely affects the business, financial condition, property or reputation of the Company or its subsidiaries

or affiliates. The Compensation Committee will, in its sole discretion, determine the manner of recovery of any compensation to

be recovered pursuant to the Clawback Policy, which may include, without limitation, a reduction or cancellation of incentive-

based compensation or time-based equity awards, reimbursement or repayment to the Company of the compensation to be

recovered, and, to the extent permitted by law, an offset of the compensation to be recovered against other compensation

payable by the Company to such person.

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Insider Trading Policies and Procedures

We have adopted an Insider Trading Policy that governs the purchase, sale, and/or other disposition of our securities by our

directors, officers, crewmembers, and other covered persons. We also intend to follow such procedures, as applicable, for the

repurchase of our securities. Our Insider Trading Policy and repurchase procedures have been reasonably designed to

promote compliance with applicable insider trading laws, rules and regulations, and listing standards. The foregoing summary

of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the

Insider Trading Policy, which is included as Exhibit 19 in our Annual Report on Form 10-K for the fiscal year ended December

31, 2025, filed with the SEC on February 12, 2026.

Hedging and Pledging Practices

As part of our Insider Trading Policy, all crewmembers, including our NEOs, and non-employee directors, are prohibited from

engaging in short sales of our securities, establishing margin accounts related to our securities, pledging our securities as

collateral for a loan, buying or selling puts or calls on our securities, or otherwise engaging in hedging and pledging

transactions involving our securities.

We Have Advanced Stockholder Rights

Majority Voting in Uncontested Director Elections

In an uncontested election, directors are elected by the majority of votes cast.

Pursuant to our Corporate Governance Guidelines, the Board will not nominate for election as director any nominee who has

not tendered an irrevocable resignation that will be effective upon the failure to receive the required number of votes for

reelection at the next annual meeting of stockholders at which he or she faces reelection and acceptance of such resignation

by the Board.

If a nominee fails to receive the required number of votes for reelection, the Board shall, within 90 days after certification of

the election results, decide whether to accept the director’s resignation through a process overseen by the Governance and

Nominating Committee (and excluding the director in question from all Board and Committee deliberations). The Board shall

promptly disclose its decision and, if applicable, the reasons for rejecting the resignation in a filing with the SEC or in a press

release that is widely disseminated.

Annual Elections

All directors are elected annually. JetBlue does not have a classified board.

Proxy Access

A stockholder, or a group of up to 20 stockholders, owning continuously 3% or more of the Company’s outstanding common

stock for at least three years may nominate directors to our Board and include the nominees in our proxy materials to be voted

on for an annual meeting of stockholders. The maximum number of stockholder nominees that will be included in our proxy

materials with respect to any such annual meeting of stockholders is 20% of the total number of directors in office (as

determined under our Amended and Restated Bylaws (“Bylaws”)), but not fewer than two. A stockholder who seeks to

nominate a director or directors to our Board must satisfy the requirements set forth in our Bylaws.

Right to Call a Special Meeting

Our stockholders who hold at least 20% ownership of our common stock have the right to request that the Company call a

special meeting.

The right of stockholders to request that the Company call special meetings is also subject to the notice, information and other

requirements and limitations set forth in our Bylaws. If a requesting stockholder does not comply with the requirements and

conditions provided in the Bylaws, a special meeting request by that stockholder will be invalid. Likewise, requests to call a

special meeting to vote on matters recently voted on by stockholders or that will be considered by stockholders at an upcoming

meeting of stockholders will not be permitted. The requirements described above are important to, among other things, avoid

duplicative and unnecessary special meetings regarding matters recently considered by stockholders or that stockholders will

consider at an upcoming stockholder meeting.

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Right to Act by Written Consent

Our stockholders who hold at least 25% of outstanding shares of the Company’s stock may request that the Board set a record

date to determine the stockholders entitled to act by written consent. To provide transparency, stockholders requesting action

by written consent must provide the Company with certain information and representations including, but not limited to, the

applicable information and representations currently required of any Company stockholder seeking to bring a nomination or

other business before a meeting of stockholders pursuant to the advance notice provisions contained in the Company’s

Bylaws.

How to Communicate with Our Board

Stockholders may communicate with our Board by sending correspondence to the JetBlue Board of Directors, including any

individual director or groups of directors, c/o Corporate Secretary, JetBlue Airways Corporation, 27-01 Queens Plaza North,

Long Island City, New York 11101. The name of any specific intended director should be noted in the correspondence. Our

Corporate Secretary will forward such correspondence to the intended recipient or as directed by such correspondence;

however, our Corporate Secretary, prior to forwarding any correspondence, has the authority to disregard any communications

deemed to be inappropriate, such as junk mail or solicitations, or to take any other appropriate actions with respect to such

inappropriate communication.

The Governance and Nominating Committee approved procedures with respect to the receipt, review and processing of, and

any response to, written communications sent by stockholders and other interested persons to our Board, as set forth in our

Corporate Governance Guidelines.

Concerns relating to accounting, internal control over financial reporting or auditing matters will be brought to the attention of

the Audit Committee and handled in accordance with our procedures with respect to such matters.

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Table of Contents

The Board of Directors

Director Nominee Selection Process

The Governance and Nominating Committee is responsible for recommending to the Board a slate of director nominees for

election at each annual meeting of stockholders. To achieve an appropriate balance of new perspectives with the institutional

knowledge contributed by our longer-serving directors, the Governance and Nominating Committee reviews the current

composition of the Board on an annual basis and identifies certain skill sets and attributes of potential nominees to prioritize in

light of the current and anticipated needs of the Board. The assessment of potential nominees includes a review of their

judgment, experience, independence and understanding of the Company’s business and of the industry in which the Company

operates. The Board considers diversity of viewpoints, background, experience, accomplishments, education and skills when

evaluating nominees. A potential nominee’s qualifications are evaluated to determine whether the potential nominee meets the

qualifications required of all directors as well as the key qualifications and experience required to be represented on the Board,

as described above. Further, the Governance and Nominating Committee assesses how each potential nominee would impact

the skills and experience represented on the Board as a whole in the context of the Board’s overall composition and the

Company’s current and future needs.

The Governance and Nominating Committee manages the Board’s succession planning process throughout the year,

designed to be responsive to anticipated future needs in light of business, industry and market dynamics and to yield an

appropriate balance of skills, backgrounds, experiences and tenure to effectively support and oversee the implementation of

our long-term strategy. We believe that thoughtful Board refreshment and proactive director succession planning is an integral

part of the Company’s ability to deliver on its long-term strategy.

From time to time, the Governance and Nominating Committee may formally engage an external search firm to assist in

identifying potential nominees. Candidates may also come to the attention of the Governance and Nominating Committee

through recommendations from current Board members, stockholders, officers, crewmembers or other stakeholders. The

Committee applies the same criteria in reviewing all candidates regardless of the source of the recommendation.

Board Membership Criteria

The Board and its Governance and Nominating Committee

believe there are general qualifications that all directors must

exhibit and other key qualifications and experience that

should be represented on the Board as a whole, but not

necessarily by each individual director. In addition, the

Board conducts interviews of potential director candidates

to assess intangible qualities, including the individual’s

ability to ask difficult questions and, simultaneously, to

work collegially.

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Our Board is composed of a diverse group of leaders in their respective fields. Many of our current directors have leadership

experience at major companies with operations inside and outside the United States, as well as experience on other

companies’ boards, which provides an understanding of different business processes, challenges and strategies. Other

directors have experience at academic or financial services institutions which we believe brings unique perspectives to the

Board. Further, each of our directors has other specific qualifications that make him or her a valuable member of our Board,

such as financial literacy, talent and brand management, operations experience, customer service experience and

crewmember relations, as well as other experience that provides an ability to oversee the financially material risks that the

Company faces.

The Board considers diversity of viewpoints, background, experience, accomplishments, education and skills when identifying

and evaluating nominees. When recommending director nominees for election by stockholders, the Board and the Governance

and Nominating Committee focus on how the experience and skill set of each director nominee complements those of fellow

director nominees to create a balanced Board. The Board believes that directors should contribute positively to the

collaborative culture. The Board also believes that its members should possess a commitment to the success of the Company,

proven leadership qualities, sound judgment and a willingness to engage in constructive debate. In determining whether an

incumbent director should stand for reelection, the Governance and Nominating Committee considers, with respect to each

nominee, the above factors, as well as that director’s personal and professional integrity, the prior years’ attendance record,

preparedness, participation and candor, any additional criteria set forth in our Corporate Governance Guidelines and other

relevant factors as determined by the Board.

Director Independence

Having an independent Board is a core element of our governance philosophy. Our Corporate Governance Guidelines provide

that a majority of our directors will be independent, including within the meaning of the applicable independence requirements

of Nasdaq. As part of the Company’s Corporate Governance Guidelines, our Board refers to applicable Nasdaq listing

standards to assist in determining each director’s independence. The Corporate Governance Guidelines are available on our

website at http://investor.jetblue.com.

Each year, in assessing director independence, the Board affirmatively determines whether a director has any relationship that

would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. Annually,

each director completes a detailed questionnaire that provides information about relationships that might affect the

determination with respect to his or her independence.

The Board analyzed the independence of each director nominee and determined that Mses. Jewett, McClure and Robb

O’Hagan and Messrs. Boneparth, Ford, Leduc, Lynn, Menke, Miller, Mittal, Sharma and Winkelmann meet the standards of

independence under applicable Nasdaq listing standards, including, as applicable to members of those committees, the

enhanced standards for audit and compensation committee independence. Ms. Geraghty, our CEO, is our only director who is

not deemed to be independent.

Director Attendance

The Board held a total of 7 meetings during 2025. All of the directors attended at least 75% of the aggregate of all meetings of

the Board and of each committee at the times when he or she was a member of the Board or such committee during fiscal

year 2025. The Company has a policy encouraging all directors to attend each annual meeting of stockholders. All members of

our Board at the time of our 2025 annual meeting of stockholders attended the meeting, which was held on May 14, 2025.

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2026 Director Nominees

There are currently 13 members of our Board. At the 2026 annual meeting, 13 directors are to be elected to hold office until the

2027 annual meeting and until their successors have been elected and qualified. All nominees are current JetBlue Board

members who were elected by stockholders at the 2025 annual meeting. Based on the recommendation of the Governance

and Nominating Committee, the Board has nominated each of Peter Boneparth, Monte Ford, Joanna L. Geraghty, Ellen

Jewett, Robert Leduc, Jesse Lynn, Sean Menke, Steven D. Miller, Teri McClure, Nik Mittal, Sarah Robb O’Hagan, Vivek

Sharma and Thomas J. Winkelmann to be elected as a director of the Company to serve on our Board until the 2027 annual

meeting of stockholders and until such time as their respective successors have been duly elected and qualified or until his or

her death, resignation, retirement, disqualification or removal from office.

The Board has no reason to believe that any of the nominees named in this Proxy Statement would be unable or unwilling to

serve as a director if elected.

However, if before the 2026 annual meeting, any nominee is unable to serve or will not serve as a director if elected, the Board

may reduce the number of directors to eliminate the vacancy, elect a substitute nominee, or the Board may fill the vacancy at a

later date after selecting an appropriate nominee.

Included in each director nominee’s biography below is a description of select key qualifications and experience of such

nominee based on the qualifications described above. The Board and the Governance and Nominating Committee believe that

the combination of the various qualifications and experiences of the director nominees would contribute to an effective and

well-functioning board and that, individually and as a whole, the director nominees possess the necessary qualifications to

provide effective oversight of the business and quality advice and counsel to the Company’s leadership. See also “Corporate

Governance at JetBlue–The Board of Directors–Board Skills and Experience Matrix.”

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Table of Contents

Election of Directors

Peter BoneparthIndependent

Board Chair

Board Committees•Finance (Chair)•Compensation•Governance & Nominating

29

Monte FordIndependent

Board Committees•Airline Safety

Joanna L. Geraghty

Board Committees•Airline Safety

30

Ellen JewettIndependent

Board Committees•Governance & Nominating (Chair)•Audit•Finance

Robert LeducIndependent

Board Committees•Audit (Chair)•Airline Safety•Finance

31

Jesse LynnIndependent

Board Committees•Audit•Governance & Nominating•Finance

32

Teri McClureIndependent

Board Committees•Compensation (Chair)•Governance & Nominating

Sean MenkeIndependent

Board Committees•Audit•Airline Safety•Finance

33

Steven D. MillerIndependent

Board Committees•Audit•Finance

Nik MittalIndependent

Board Committees•Audit•Finance

34

Sarah Robb O’HaganIndependent

Board Committees•Compensation

Vivek SharmaIndependent

Board Committees•Compensation

35

Thomas WinkelmannIndependent

Board Committees•Airline Safety (Chair)•Compensation•Governance & Nominating

The Board of Directors unanimously recommends that stockholders vote “FOR” each nominee.

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Director Compensation

The Compensation Committee, with input from its independent compensation consultant, periodically reviews and evaluates

director compensation. Our objective is to pay non-employee directors over time at or near the median of the proxy peer

group, to award a significant component in equity, and to adjust as needed. Our Board reviews director compensation

periodically, to ensure that the director compensation package remains competitive such that we are able to recruit and retain

qualified directors.

1. Director's annually elect DSUs or RSUs, each of which vest after one year of service. DSU settlement is deferred until six months

following a director's separation from the Board. No directors received DSUs in 2025.

2. Committee Chairs are paid the annual Committee membership fees in addition to the supplemental fee as Chair.

3. New director DSU grants vest ratably over three years of service. Settlement is deferred until six months following a directors separation

from the Board.

As is customary in the airline industry, all members of the Board and their immediate family may travel without charge on our

flights. We also provide directors with post-service travel benefits.

We reimburse our directors, including our full-time employee director, for expenses incurred in attending Board meetings. We

do not provide gross-up payments to members of our Board.

In 2025, Mr. Leduc donated $6,752, Ms. Robb O’Hagan donated $900 and Mr. Miller donated $262 to the JetBlue

Crewmember Crisis Fund, a non-profit organization that assists JetBlue crewmembers facing emergency hardship situations.

Fiscal Year 2025 Director Compensation

The following table summarizes compensation paid to our non-employee directors for services rendered during the year ended

December 31, 2025. The footnotes to the table and narrative discussion above describe details of each form of compensation

paid to, or earned by, our directors and other material factors relating to director compensation arrangements.

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1. Includes 22,094 RSUs granted on March 10, 2025 to Messrs. Boneparth, Ford, Leduc, Lynn, Menke, Miller, Mittal, Sharma and

Winkelmann and Mses. Jewett, McClure and Robb O'Hagan. At December 31, 2025, 82,897 DSUs remained outstanding for Mr.

Winkelmann, 62,398 for Mr. Boneparth, 50,496 for Ms. Jewett, 48,471 for Mr. Leduc, 42,883 for Ms. Robb O'Hagan, 40,691 for Ms.

McClure, 29,616 for Messrs. Lynn and Miller, 24,461 for Mr. Mittal, 15,228 for Mr. Sharma, 8,358 for Mr. Ford and 4,629 for Mr. Menke. At

December 31, 2025, 22,094 RSUs remained outstanding for each of Messrs. Boneparth, Ford, Leduc, Lynn, Menke, Miller, Mittal, Sharma

and Winkelmann and Mses. Jewett, McClure and Robb O'Hagan. The amount represented reflects the grant date fair value of the equity

award based on JetBlue’s stock price on the grant date as computed in accordance with Financial Accounting Standards Board Accounting

Standards Codification 718, Compensation — Stock Compensation (“FASB ASC Topic 718”). Please refer to Note 7 of our consolidated

financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, for further

discussion related to the assumptions used in our valuation. For information on the valuation assumptions with respect to grants made

prior to 2025, please refer to the notes to our financial statements in our applicable Annual Report on Form 10-K.

2. Consists of the value of flight benefits for the listed directors.

3. Ms. Geraghty was employed by the Company in 2025. She did not receive any additional compensation for her director service to the

Company. Ms. Geraghty's compensation is reported in the Summary Compensation Table on page 58 of this proxy statement.

Certain Relationships and Related Person Transactions

We established a written policy that requires approval or ratification by our Audit Committee of any transaction in excess of

$120,000 which involves a “Related Person’s” entry into an “Interested Transaction.” As defined in our policy, an Interested

Transaction is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships

(including any indebtedness or guarantee of indebtedness) in which (i) the aggregate amount involved will or may be expected

to exceed $120,000 in any calendar year, (ii) the Company is a participant, and (iii) any Related Person has or will have a

direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of

another entity). A “Related Person” is defined in our policy as any (i) person who is or was (since the beginning of the last fiscal

year for which the Company has filed a Form 10-K and proxy statement, even if he or she does not presently serve in that role)

an executive officer, director or nominee for election as a director, (ii) greater than 5% beneficial owner of the Company’s

common stock, or (iii) immediate family member of any of the foregoing. “Immediate family member” includes a person’s

spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and

brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).

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Our policy further provides that only directors without an interest in the transaction are entitled to vote on any Interested

Transaction presented for Audit Committee approval.

Transactions with Related Persons

The Company and its subsidiaries periodically enter into transactions in the ordinary course of business with other

corporations of which the Company’s executive officers or directors or members of their immediate families may be directors,

executive officers, or stockholders.

The Company was involved in the following related person transaction, which was approved by the Board:

Director Appointment and Nomination Agreement

On February 16, 2024, the Company entered into a Director Appointment and Nomination Agreement (“Agreement”) with Carl

C. Icahn and the persons and entities listed therein (collectively, the “Icahn Group”). Pursuant to the Nomination Agreement,

effective as of May 17, 2024, the Board (i) increased its size to thirteen directors; and (ii) appointed Jesse Lynn and Steven D.

Miller (collectively, the “Icahn Designees”) to the Board to fill the resulting vacancies.

In the event an Icahn Designee is unable or otherwise ceases to serve on the Board or as an observer, the Agreement

provides a mechanism for the Icahn Group to designate a substitute director or observer acceptable to the Board, to be

appointed to the Board or as an observer for the remainder of the term of such Icahn Designee.

If at any time the Icahn Group ceases collectively to beneficially own at least 20,356,619 shares of common stock of the

Company, which number of shares is subject to adjustment in certain circumstances as described in the Agreement, then the

Icahn Group shall cause one Icahn Designee (or replacement designee, as applicable) to promptly resign from the Board and

any committee of the Board on which he or she then sits. If the Icahn Group ceases collectively to beneficially own at least

10,178,309 shares of Common Stock, which number of shares is subject to adjustment in certain circumstances as described

in the Agreement, then the Icahn Group shall cause each Icahn Designee (or replacement designee, as applicable) to promptly

resign from the Board and any committee of the Board on which he or she then sits. In each case, the Icahn Group shall not

have the right to replace such Icahn Designee(s). In addition, during the applicable term of the Agreement, the Company

generally agrees that, with respect to any Board consideration of the appointment and employment of the Chief Executive

Officer or Chief Financial Officer of the Company, mergers and acquisitions of material assets, or dispositions of material

assets, or similar extraordinary transactions, such consideration and voting with respect thereto shall take place only at the full

Board level or in committees of which an Icahn Designee is an observer or member.

The Agreement also includes other customary voting, standstill and non-disparagement provisions. Absent an uncured breach

of the material provisions of the Agreement by the Company, the standstill restrictions on the Icahn Group will remain in effect

until thirty days after such date as no Icahn Designee is on the Board and the Icahn Group no longer has any right to

designate a replacement (including if the Icahn Group has irrevocably waived such right in writing) (the “Standstill Period”).

In addition, as long as the Icahn Group collectively beneficially owns 16,963,849 shares of Common Stock, which number of

shares is subject to adjustment in certain circumstances as described in the Agreement, the Company will not adopt a rights

plan designed to increase the cost to a potential acquirer which includes a triggering threshold below 15% of the then-

outstanding amount of Common Stock through the issuance of new rights, Common Stock or preferred shares, unless such

rights plan exempts the Icahn Group up to a beneficial ownership of 15%. The Agreement will terminate and be of no further

force or effect as of the end of the Standstill Period, with the exception of certain provisions that survive termination pursuant

to the terms of the Agreement.

There have been no other related person transactions.

Advisory Vote to

Approve Executive

Compensation

40Voting Recommendation

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Approve, on an Advisory Basis,

the Compensation of our Named

Executive Officers

As required by Section 14A of the Exchange Act, we are providing stockholders with a non-binding advisory vote to approve

the compensation of the named executive officers as described in the Compensation Discussion and Analysis, the

accompanying compensation tables and related narrative in this Proxy Statement.

We regularly engage with our stockholders to understand their perspectives on our executive compensation programs. In 2025, we

implemented a full-year performance measurement period for our annual incentive program, increased the emphasis on financial

performance in our incentive plans, and enhanced our long-term incentive program to further align with stockholder returns.

The Board recommends that stockholders vote FOR the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive

Officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the accompanying

compensation tables and the related narrative.”

In deciding how to vote on this proposal, the Board encourages you to read the Compensation Discussion and Analysis, the

accompanying compensation tables and related narrative in this Proxy Statement. For the reasons outlined above and

elsewhere in this Proxy Statement, we believe that our executive compensation program is well designed, appropriately aligns

executive pay with Company performance and incentivizes desirable behavior.

Because your vote is advisory, it will not be binding upon the Board. However, the Board values stockholders’ opinions, and

the Compensation Committee will take into account the outcome of the advisory vote when considering future executive

compensation decisions. The Board has adopted a policy of providing for annual advisory votes from stockholders on

executive compensation. The next such vote will occur at the 2026 annual meeting of Stockholders.

The Board of Directors unanimously recommends that stockholders vote “FOR” the advisory vote to approve the compensation of our named executive officers.

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Compensation Discussion

and Analysis

This Compensation Discussion and Analysis provides information about our fiscal year 2025 compensation program for our

named executive officers (“NEOs”) identified in the Summary Compensation Table as of December 31, 2025.

This Compensation Discussion and Analysis describes our compensation philosophy, policies and plans as well as our

compensation-setting process and the 2025 compensation of our NEOs. This Compensation Discussion and Analysis contains

forward-looking statements that are based on our current plan, considerations, expectations and determinations regarding

future compensation programs. The actual compensation programs that we adopt in the future may differ materially from the

programs as summarized in this discussion.

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