JETBLUE AIRWAYS CORP
For the period ended May 17, 2024. Filed Apr 1, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 17, 2024 · Filed Apr 1, 2024
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Contents
COMPENSATION PROGRAM DESIGN
We believe that a significant amount of our NEO compensation should be tied to the Company’s performance and an increasing amount of it should be at risk. Our cash incentive and equity compensation goals (discussed in more detail beginning on page 50) are designed to drive business objectives that we believe further our long-term business goals and the creation of sustainable long-term stockholder value. The mix of compensation elements below is based on how the Compensation Committee views executive pay.
2023 Target Total Direct Compensation
In 2023, the Compensation Committee approved target total direct compensation for the 2023 fiscal year, which was or is comprised of:
JetBlue’s 2023 pay mix targets a high percentage of equity and performance based compensation.
2023 TARGET TOTAL DIRECT COMPENSATION MIX*
| * | Target Total Direct Compensation does not include ERAs settled during 2023, or Transaction Incentive Awards or special equity awards granted during 2023. |
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| JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 48 |
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JetBlue’s long-term incentive payouts are tied to performance targets aimed at aligning our leadership team with our stockholders’ interests.
LONG-TERM INCENTIVES
| * | For more information on Absolute EBITDA and Absolute and Relative Pre-Tax Margin, which are non-GAAP measures, please refer to Appendix A ” Regulation G Reconciliation of Non-GAAP Financial Measures.” |
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| ** | As a result of the termination of the merger agreement with Spirit Airlines on March 4, 2024, the Integration Milestones achieved 0% and then transitioned to a Relative Pre-Tax Margin metric for the remaining performance period. |
| DESIGN COMPENSATION PLANS WITH PROVISIONS TO MITIGATE UNDUE RISK | |
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| ■ | Our executive compensation performance metrics drive longer term performance. |
| ■ | Our short term metrics are diverse and include Pre-Tax Margin, Controllable Costs and Customer Index. |
| ■ | Our annual and long-term performance awards are based on different metrics that we believe align with long-term business priorities. |
| ■ | Our clawback policy (as updated to reflect Dodd-Frank requirements and included as an exhibit to our 2023 Annual Report on Form 10-K) serves as a risk mitigator. |
| ■ | Our incentive compensation payments are capped at a maximum of 200% of target. |
| ■ | Due to Government Support restrictions, as noted elsewhere, there were additional limits on our NEO compensation into 2023. |
| JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 49 |
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