JETBLUE AIRWAYS CORP
For the period ended May 14, 2026. Filed Apr 2, 2026.
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May 14, 2026 · Filed Apr 2, 2026
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Contents
Compensation Program Design
We believe a significant amount of our NEO compensation should be at risk and tied to the Company’s performance. Our cash
incentive and equity compensation goals are designed to drive business objectives that we believe further our long-term goals
and create sustainable long-term stockholder value. For 2025, our executive compensation program consisted of the following
elements:
Elements of Compensation
| Type | Compensation Component | Description |
|---|---|---|
| Fixed | Base Salary | Provides a competitive yet reasonable fixed level of compensation to attract and retain high-caliber executive talent in a competitive market. Ensures stability and continuity in leadership, which is critical to executing long-term strategic initiatives that drive stockholder value. Base salary is set at levels necessary to recruit and retain top executives while remaining a modest portion of total compensation, ensuring that the majority of pay is tied to performance. |
| At Risk | Annual Cash Incentive (Bonus) | Rewards executives for achieving rigorous operational, financial, and individual performance goals aligned with stockholder value creation. In response to feedback from stockholder outreach, the Company reinstated an annual performance measurement period in 2025 to enhance clarity, accountability, and alignment with stockholder interests. Payouts are contingent upon achieving predefined performance metrics, ensuring executive compensation is directly linked to both near-term results and long-term sustainable growth. |
| Restricted Stock (RSUs) | A long-term incentive that generally vests in three equal installments over a three-year period to promote executive retention and alignment with stockholder interests. RSUs encourage sustained commitment to the Company’s success and require executives to maintain ownership over time, reinforcing long-term value creation. This component provides stability within the equity program, balancing the more performance-sensitive nature of PSUs. | |
| Performance-Based Stock (PSUs) | A long-term incentive that vests in full after a three-year performance period, contingent on achieving predefined financial and operational performance goals. PSUs directly tie executive compensation to company performance, ensuring that payouts are aligned with long-term stockholder value creation. No vesting occurs unless performance metrics are met, reinforcing a strong pay-for-performance culture. |
Other Compensation and Benefits
Our NEOs participate in the same health and welfare benefit plans as those available to all U.S.-based full-time
crewmembers, including medical, dental, life insurance, and disability benefits.
Our NEOs are also eligible to participate in our 401(k) retirement plan, which is open to all U.S. and Puerto Rico-based
crewmembers, and they do not participate in any supplemental retirement plans or receive non-elective retirement
contributions such as those provided to our Pilots.
Our NEOs are entitled to certain severance benefits, including under our Executive Change in Control Severance Plan,
which are designed to ensure stability during leadership transitions and align with market best practices.
We provide limited perquisites, including space-available flight privileges for all crewmembers and for our NEOs consistent
with airline industry norms, including positive-space flight privileges for executive officers and eligible travel companions,
potential relocation assistance available to employees at the supervisor level and above, and a biennial wellness physical
for executives. Our benefits program is designed to be market-competitive while maintaining a disciplined and
stockholder-aligned approach.
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Base Salary
The Compensation Committee annually reviews the base salaries of the NEOs and adjusts them as needed to maintain
market competitiveness and ensure alignment with evolving responsibilities. Based on these factors and input from its
independent compensation consultant, the Compensation Committee approved the following base salary adjustments
for 2025:
No adjustments were made to Ms. Geraghty’s base salary of $700,000 or Mr. St George’s base salary of $625,000;
Ms. Hurley’s base salary was increased from $600,000 to $615,000;
Mr. Christie’s base salary was increased from $530,000 to $560,000; and
Ms. Clements’ base salary was increased from $530,000 to $540,000.
Annual Incentive Plan (Bonus)
Our 2025 incentive program was designed to align executive compensation with company performance and stockholder value
creation. The program rewarded executives for achieving key financial, operational, and individual performance objectives that
drive JetBlue’s success. The Compensation Committee sets performance goals it considers to be rigorous, aligned with our
strategic priorities, and reflective of industry conditions.
The 2025 annual incentive program was structured so that 75% of the award is based on financial and operational metrics,
reinforcing accountability for company-wide performance, while the remaining 25% was tied to individual performance,
recognizing leadership, strategic contributions, and role-specific objectives. Additionally, the Compensation Committee has the
authority to adjust plan funding by ±35% and may also choose to reduce funding to 0% based on consideration of other
extraordinary factors such as an acquisition or disposition of a material asset other than in the ordinary course of business or
business interruptions due to external factors such as government sanctions. The Committee did not exercise this authority for
the 2025 performance year.
The table below outlines the approved target annual incentive award opportunity for each NEO as a percentage of their base
salary for 2025:
| NEO | 2025 Target Annual IncentiveAward Opportunity (% of Salary) |
|---|---|
| Joanna GeraghtyChief Executive Officer | 175% |
| Martin St. GeorgePresident | 125% |
| Ursula HurleyChief Financial Officer | 110% |
| Warren ChristieChief Operating Officer | 90% |
| Carol ClementsChief Digital and Technology Officer | 70% |
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Financial and Operational Metrics
At the start of 2025, we established our financial and operational goals in alignment with our JetForward strategy. The financial
and operational measures for the year included Operating Margin, Controllable Costs, and Net Promoter Score.
| Performance Measure | Description | Weighting |
|---|---|---|
| Operating Margin(1) | Measures the Company’s profitability by evaluating operating income as a percentage of revenue. This metric reflects overall financial performance and the Company’s ability to manage revenues and expenses effectively. | 40% |
| Controllable Costs(2) | Evaluates the Company’s ability to effectively manage operating expenses within its control, excluding external factors such as fuel costs. This measure ensures financial discipline and cost efficiency to support long-term sustainability. | 30% |
| Customer Net Promoter Score(3) | Measures customer loyalty and satisfaction based on customers’ willingness to recommend the Company. This metric reflects the quality of the customer experience and the strength of the Company’s brand and service offering. | 30% |
- Operating Margin is defined as Operating Income (Loss) divided by Revenue, in each case as reported in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2025, filed with the SEC on February 12, 2026.
- Controllable Costs is a financial measure evaluated on a year-over-year percentage change basis, with a smaller percentage change
being a better result.
- Customer Net Promoter Score is a non-financial, customer satisfaction measure.
At year-end, leadership reported performance results to the Compensation Committee, which evaluated achievement against
the approved financial and operational metrics to determine annual incentive funding. The Committee approved an annual
incentive funding level of 90.0%, reflecting the formulaic outcome based on these pre-established metrics.
| Metric | PerformanceMeasureWeighting | Threshold | TargetAchievement | Maximum | ActualPerformance | PayoutPercentage | FundingPercentage |
|---|---|---|---|---|---|---|---|
| Operating Margin(1) | 40.0% | (1.0)% | 0.5% | 2.0% | (4.1)% | 0.0% | 0.0% |
| Controllable Costs(2) | 30.0% | 7.0% | 6.0% | 5.0% | 6.0% | 100.0% | 30.0% |
| Customer Net Promoter Score(3) | 30.0% | 33pts | 39pts | 43pts | 46pts | 200.0% | 60.0% |
| Payout | 90.0% | ||||||
- Operating Margin is defined as Operating Income (Loss) divided by Revenue, in each case as reported in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2025, filed with the SEC on February 12, 2026.
- Controllable Costs is a financial measure evaluated on a year-over-year percentage change basis, with a smaller percentage change
being a better result.
- Customer Net Promoter Score is a non-financial, customer satisfaction measure.
Individual Performance
NEOs’ performance against individual goals is a key component of the annual incentive award. The CEO evaluates the
performance of the other NEOs based on a combination of objective criteria, self-evaluations, and a subjective assessment
that considers both the level of difficulty and the enterprise-wide impact of their goals. The Compensation Committee then
reviews the CEO’s assessment and determines the final payouts for each NEO. For the CEO, the Compensation Committee
conducts its own evaluation and recommends the final payout to the Board.
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In the interest of transparency with stockholders, the table below highlights the key accomplishments of each NEO, reinforcing
our commitment to accountability, performance-driven leadership, and responsible compensation practices.
| NEO | 2025 Individual Goals Assessment |
|---|---|
| Joanna GeraghtyChief ExecutiveOfficer | Ms. Geraghty continued to lead JetBlue through the execution of the JetForward multi-year transformation strategy, building on significant progress made in 2024. Under her leadership, the Company delivered meaningful improvements in operational reliability, customer satisfaction, and financial performance, including a positive operating margin in the second quarter of 2025 driven by strong demand and disciplined execution. JetBlue’s Net Promoter Score (NPS) increased by 8 points year-over-year, reflecting enhanced customer loyalty and service quality. Ms. Geraghty also advanced strategic initiatives such as the Blue Sky collaboration with United Airlines, expanding customer choice and enhancing JetBlue’s network proposition. |
| Marty St. GeorgePresident | Mr. St. George continued to strengthen JetBlue’s commercial and network strategy, driving targeted network optimization and premium product initiatives. In 2025, he led the launch of JetBlue’s first premium co-brand credit card, enhancing loyalty engagement and driving incremental revenue, and spearheaded development of the Company’s first domestic first-class product. Mr. St. George also oversaw the rollout of JetBlue’s first airport lounge in JFK, elevating the premium travel experience for customers. Additionally, he played a central role in launching the Blue Sky collaboration with United Airlines, expanding customer choice and enhancing JetBlue’s network proposition. |
| Ursula HurleyChief FinancialOfficer | Ms. Hurley continued to execute a disciplined financial strategy focused on cost management and liquidity strength while supporting targeted investment in JetForward priorities. In 2025, JetBlue delivered a positive operating margin in the second quarter of 2025, demonstrated effective cost control, and progressed more than 100 cost initiatives emphasizing efficiency and strategic allocation. Under her leadership, the Company exceeded its controllable cost target, and she played a key role in advancing and executing the JetForward strategy. Her leadership sustained strong financial discipline, enabling capital investments to support long-term stability and shareholder value. |
| Warren ChristieChief OperatingOfficer | Mr. Christie drove measurable operational performance improvements throughout 2025, building on the Company’s 2024 gains. Under his leadership, JetBlue continued to improve key reliability metrics, including on-time performance and completion factor, contributing to enhanced customer experience and loyalty. JetBlue moved up in The Wall Street Journal’s airline rankings, reflecting one of the most improved carriers, and achieved industry-leading customer satisfaction results, including strong placement in the annual JD Power North America Airline Satisfaction Study. The Company’s Net Promoter Score continued to grow significantly, illustrating sustained improvements in operations and service delivery. |
| Carol ClementsChief Digital &Technology Officer | Ms. Clements continued to advance JetBlue’s digital and technology strategy, driving key enhancements that support both the customer experience and operational efficiency. In 2025, technology investments strengthened infrastructure and frontline capabilities, including tools for disruption management, self-service and fuel optimization that underpin operational execution and customer engagement. Her leadership ensured that digital capabilities were aligned with JetForward priorities, enhancing reliability, service consistency, and internal productivity. |
2025 Annual Incentive Payout
As discussed above, the 2025 annual incentive award was structured as fully “at-risk” compensation, with 75% of the award
based on financial and operational metrics, while the remaining 25% tied to individual performance.
Individual performance results ranged from 90% to 110% of target and reflect differences in the scope, complexity, and
enterprise-wide impact of each NEO’s goals, as well as the Committee’s overall assessment of performance against those
objectives, taking into consideration retention factors and the importance of maintaining leadership continuity. In making these
determinations, the Committee recognized the extraordinary efforts of the leadership team during a particularly challenging
year that included macroeconomic demand setback due to tariff uncertainty, a government shutdown, significant weather-
related disruptions, and the operational impact of an Airbus Airworthiness Directive. Individual performance outcomes were
consistent with overall Company performance and did not result in above-target payouts.
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Summarized in the table below is the calculation and final award amounts for the 2025 Annual Incentive Plan.
| NEO · BaseSalary($) · TargetAward(as a % ofBase Salary)(%) · TargetAward($) · Financial and Operational · Individual Performance · 2025AnnualIncentiveAward($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Achievement · Weighting · Achievement · Weighting | ||||||||
| Joanna Geraghty | 700,000 | 175% | 1,225,000 | 90% | 75% | 90% | 25% | 1,102,500 |
| Marty St. George | 625,000 | 125% | 781,250 | 90% | 75% | 90% | 25% | 703,125 |
| Ursula Hurley | 615,000 | 110% | 676,500 | 90% | 75% | 110% | 25% | 642,675 |
| Warren Christie | 560,000 | 90% | 504,000 | 90% | 75% | 110% | 25% | 478,800 |
| Carol Clements | 540,000 | 70% | 378,000 | 90% | 75% | 110% | 25% | 359,100 |
Long Term Incentives
All elements of our long-term incentive (LTI) program for our NEOs are designed to reinforce sustained performance by either
vesting over a multi-year period or being tied to long-term performance measures. Our LTI awards directly align NEO interests
with stockholder interests by rewarding the achievement of long-term performance goals and increase in stockholder value.
These LTI awards are a critical tool in our ability to attract, retain, and motivate the highest level of executive talent for
leadership positions within the Company.
We use a mix of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) to ensure a balance between retention
and performance-based incentives. RSUs are granted with a three-year service based vesting period to encourage retention
and long-term commitment. PSUs are earned over a three-year performance period and vest only if pre-defined financial and
strategic goals are met, ensuring pay is directly tied to long-term value creation.
The target LTI opportunity for each NEO is determined based on the NEO’s role and responsibilities, as outlined in the table
below. Actual awards may range from 0% to 200% of target, based on an assessment of individual performance conducted by
the Compensation Committee and, except in the case of her own award, the CEO. The number of PSUs earned at the end of
the three-year performance period will vary based on actual performance against the pre-defined goals. Awards will be
delivered in Company common stock, subject to Compensation Committee certification of performance outcomes.
| NEO | 2025 Target LTI($) | 2025 LTI Award In RSUs($) | 2025 LTI Award In PSUs($) | 2025 Total LTI Award($) |
|---|---|---|---|---|
| Joanna Geraghty | 3,250,000 | 1,625,000 | 1,625,000 | 3,250,000 |
| Martin St. George | 2,000,000 | 1,150,000 | 1,150,000 | 2,300,000 |
| Ursula Hurley | 2,000,000 | 1,150,000 | 1,150,000 | 2,300,000 |
| Warren Christie | 1,500,000 | 900,000 | 900,000 | 1,800,000 |
| Carol Clements | 1,000,000 | 675,000 | 675,000 | 1,350,000 |
Time Based Restricted Stock Units
The 2025 LTI Plan (LTIP) provides that RSUs will vest in three equal installments on each anniversary of the grant date,
subject to continued employment through the applicable vesting dates. The value of a NEO’s RSUs will depend on the share
price of JetBlue stock when the RSUs vest. For the number of RSUs granted under the 2025 LTIP, please see “Grants of Plan-
Based Awards” on page 60 of this proxy statement.
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Performance Stock Units
For the 2025-2027 performance period, the Company’s long-term incentive (LTI) program is designed to reinforce financial
discipline and stockholder alignment. The PSU metrics for this performance period include:
| Metric | Weighting | Description |
|---|---|---|
| Absolute Pre-Tax Margin(1) | 50% | Reinforces the importance of sustained profitability and financial strength over the performance period, ensuring a disciplined approach to managing costs and driving earnings growth. |
| EBIT Improvement(2) | 25% | Measures increase in EBIT in alignment with the JetForward program. |
| Relative Total Shareholder Return (TSR) | 25% | Strengthens the connection between executive compensation and stockholder value creation by measuring JetBlue’s TSR performance relative to industry peers over the three-year period. To reinforce pay-for-performance, Relative TSR payouts are capped at 100% of target when absolute TSR is negative over the three-year performance period. |
Financial Measures– Adjusted pre-tax margin.”
- EBIT Improvement is a non-GAAP financial measure. For purposes of the PSU award, EBIT is calculated as net income (loss) before
income taxes, plus interest expense and minus interest income. EBIT Improvement represents the increase in EBIT for the year ended
December 31, 2027 compared to the Company’s actual EBIT for the year ended December 31, 2024, which serves as the baseline year.
As part of this updated framework, for the 2025-2027 performance period, we removed the Free Cash Flow metric and
replaced it with EBIT Improvement to reinforce alignment with the JetForward program, strengthening the direct connection
between executive compensation and the financial and operational performance milestones that drive sustained profitability
and long-term stockholder value.
Beginning with the 2024–2026 performance period, we removed the ESG Performance Index and replaced it with Relative
TSR. We believe the inclusion of Relative TSR enhances pay-for-performance alignment by directly linking executive
compensation to stockholder returns and long-term value creation. Relative TSR is measured against a threshold at the 25th
percentile, target at the 50th percentile, and maximum at the 90th percentile relative to the designated peer group. While we
disclose our Relative TSR goals, we do not disclose specific targets for our other performance metrics due to their
competitively sensitive nature.
Vesting of 2023 Performance Stock Units
In March 2023, the Compensation Committee approved grants of PSUs, subject to a three-year performance period.
The 2023-2025 performance period completed on December 31, 2025, but vesting remained subject to certification of
performance results by the Compensation Committee.
The 2023–2025 PSU awards were originally structured with three performance metrics: (i) Absolute Pre-Tax Margin (50%), (ii)
Integration Milestones related to the Spirit merger (25%), and (iii) ESG Index (25%).
Consistent with the terms of the original award agreements, in the event the Spirit merger did not close, the Integration
Milestones metric would earn 0% for the period it was outstanding and would transition prospectively to Relative Pre-Tax
Margin for the remainder of the performance period. This transition was implemented in accordance with the pre-established
award terms and did not reflect a discretionary modification by the Compensation Committee.
Following termination of the Spirit merger agreement on March 4, 2024, the Integration Milestones metric earned 0% for the
period from January 1, 2023 through March 31, 2024. Effective April 1, 2024, the outstanding portion of the Integration
Milestones metric transitioned to Relative Pre-Tax Margin for the remainder of the performance period.
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As a result, the final 2023–2025 PSU metric weightings are as follows:
| Metric | Weighting | Description & Components |
|---|---|---|
| Absolute Pre-Tax Margin(1) | 50.0% | Measures JetBlue’s profitability before taxes, ensuring a disciplined approach to financial performance and cost management over the performance period. Strong Absolute Pre-Tax Margin performance reinforces JetBlue’s ability to generate sustainable earnings and manage industry volatility. |
| Integration Milestones | 10.4% | Measures achievement of specified transaction-related milestones associated with the planned Spirit Airlines acquisition, with primary emphasis on successful completion of the transaction. Payout was contingent upon deal close and satisfaction of defined closing conditions. In the absence of a transaction close, the metric provided for no payout for the period outstanding and transitioned prospectively in accordance with the award terms. |
| Relative Pre-Tax Margin | 14.6% | Assesses JetBlue’s Pre-Tax Margin performance compared to a peer group of other airlines, including Delta, American, Southwest, United, Alaska, Spirit and Frontier, reinforcing the importance of industry competitiveness. |
| ESG Index | 25.0% | Evaluates progress on key sustainability and corporate responsibility initiatives that support JetBlue’s long-term strategy. |
Financial Measures – Adjusted pre-tax margin.”
At the conclusion of the performance period, the Compensation Committee calculated the Company’s performance relative to
these goals during the three-year performance period to determine the vesting percentage for the 2023 PSUs. The following
table summarizes the performance results with respect to each of the performance measures applicable to the 2023 PSUs.
| Metric | Weight | Period | Threshold | Target | Maximum | Achievement | Performance | Payout |
|---|---|---|---|---|---|---|---|---|
| Absolute Pre–Tax Margin(1) | 50.0% | 2023 | 1.0% | 4.0% | 7.0% | (1.5)% | 0.0% | 0.0% |
| 2024 | 2.0% | 6.0% | 9.0% | (8.8)% | 0.0% | 0.0% | ||
| 2025 | 3.0% | 7.0% | 10.0% | (8.4)% | 0.0% | 0.0% | ||
| Integration Milestones | 10.4% | —% | 0.0% | 0.0% | ||||
| Relative Pre-Tax Margin | 14.6% | (4 pts) | 0.4 pts | 4 pts | (2.5)% | 66.0% | 9.7% | |
| ESG Index | 25.0% | 101% | 25.3% | |||||
| Sustainable Aviation Fuel Goal | 6.25% | 2.8M | 5.6M | 9.4M | 4.7M | 83.9% | 5.3% | |
| Emissions Goal | 6.25% | 8.3% | 10.3% | 12.3% | 8.8% | 61.5% | 3.8% | |
| Supplier Engagement | 6.25% | 2.0% | 5.0% | 8.0% | 6.1% | 136.7% | 8.6% | |
| Talent Pipeline and Development | 6.25% | 45.0% | 65.0% | 85.0% | 69.4% | 122.0% | 7.6% | |
| Total | 100.0% | 35.0% | ||||||
Financial Measures – Adjusted pre-tax margin.”
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Based on the performance noted above, the table below summarizes the 2023 PSU values at grant, the payout percentage
and the final award amount for each NEO.
| NEO(1) | Units at Grant Date(#) | Payout Percentage(%) | Vested Units(#) |
|---|---|---|---|
| Joanna Geraghty | 176,803 | 35% | 61,881 |
| Ursula Hurley | 134,370 | 35% | 47,030 |
| Warren Christie | 42,432 | 35% | 14,851 |
| Carol Clements | 70,721 | 35% | 24,752 |
- Mr. St. George began employment at JetBlue in 2024.
2025 Target Total Direct Compensation
The table below summarizes the Compensation Committee-approved 2025 target total direct compensation for the NEOs
described above, which excludes non-recurring items such as sign-on awards:
| NEO | 2025 BaseSalary($) | 2025 TargetAnnual Incentive (as % of base salary) | 2025 TargetAnnual Incentive($) | 2025 LTI Target($) | 2025 LTI Target (in RSUs)($) | 2025 LTI Target (in PSUs)($) | 2025 Target Total Direct Compensation($) |
|---|---|---|---|---|---|---|---|
| Joanna Geraghty | 700,000 | 175% | 1,225,000 | 3,250,000 | 1,625,000 | 1,625,000 | 5,175,000 |
| Martin St. George | 625,000 | 125% | 781,250 | 2,000,000 | 1,000,000 | 1,000,000 | 3,406,250 |
| Ursula Hurley | 615,000 | 110% | 676,500 | 2,000,000 | 1,000,000 | 1,000,000 | 3,291,500 |
| Warren Christie | 560,000 | 90% | 504,000 | 1,500,000 | 750000 | 750,000 | 2,564,000 |
| Carol Clements | 540,000 | 70% | 378,000 | 1,000,000 | 500,000 | 500,000 | 1,918,000 |
Settlement of Historical Compensation Awards
As previously disclosed in last year’s proxy statement, one-time awards were granted in 2022 and 2023 during a period of
significant uncertainty for the Company, including pandemic-era retention awards which were implemented to promote
leadership continuity following compensation restrictions associated with federal relief programs and Spirit-related transaction
incentive awards which were designed to retain and motivate senior leadership during the proposed merger process. Final
settlement of the retention awards occurred in 2025, as well as the final vesting of certain equity components of the Spirit-
related transaction incentive awards.
In addition, Mr. St. George received the final installment of his sign-on cash bonus on March 20, 2025. The bonus, which had a
total target value of $500,000, was paid in two equal installments and designed to align his interests with stockholders and
incentivize long-term performance. The award was subject to clawback if Mr. St. George did not remain actively employed
through February 15, 2026 or did not meet applicable performance goals.
These payments represent the final amounts due under those programs and are reflected on the Summary Compensation
Table on page 58. As the circumstances that prompted these awards have concluded, the Company does not currently
anticipate the need to issue similar awards in the future.
For more information on the past one-time awards, please refer to the Compensation Discussion & Analysis of the 2025 Proxy
Statement, beginning on page 44.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.