JETBLUE AIRWAYS CORP
For the period ended May 14, 2025. Filed Apr 2, 2025.
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May 14, 2025 · Filed Apr 2, 2025
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Contents
COMPENSATION PROGRAM DESIGN
We believe that 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 2024, our executive compensation program consisted of the following elements:
Elements of Compensation
| Type | Compensation Component | Description | |
|---|---|---|---|
| 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. | ||
| Annual Cash Incentive | Rewards executives for achieving rigorous operational, financial, and individual performance goals that are aligned with stockholder value creation. Payouts are contingent on meeting predefined performance metrics, ensuring that executive compensation is directly tied to both short-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 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 crewmembers, and they do not participate in any supplemental retirement plans. |
| ■ | 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 their immediate family members, 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. |
| 50 | 2025 PROXY STATEMENT |
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 2024:
| ■ | Ms. Geraghty was promoted to Chief Executive Officer effective February 12, 2024, and her base salary was increased from $650,000 to $700,000 to reflect her expanded responsibilities. |
|---|---|
| ■ | As part of our regular market assessment, Ms. Hurley’s base salary was increased to from $575,000 to $600,000 to ensure continued alignment with competitive benchmarks. |
| ■ | Mr. St. George rejoined JetBlue as President effective February 26, 2024, and his base salary was $625,000 pursuant to his offer letter. |
| ■ | Mr. Christie was promoted to Chief Operating Officer effective February 12, 2024, and his base salary was increased from $480,000 to $530,000. |
| ■ | No adjustments were made to Ms. Clement’s base salary of $530,000. |
| ■ | Prior to their departure, Mr. Hayes’ base salary was $725,000 and Mr. Nelson’s base salary was $550,000. Their base salary was prorated through their respective dates of departure, and they did not receive any salary increase prior thereto. |
Annual Incentive Plan
Our annual incentive plan is our annual cash bonus program that was adopted by the Compensation Committee in early 2024 and continued to follow the first-half (1H) and second-half (2H) measurement structure, which was originally designed to accommodate the anticipated integration with Spirit Airlines. Following the Say-on-Pay (SOP) vote, the Committee proactively capped the 2024 annual incentive payout at 100% to reinforce pay-for-performance alignment. In further consideration of feedback received through stockholder engagement, the Company has adopted a 2025 annual incentive plan that reverts to a single, full-year measurement period. This change reflects the Company’s commitment to aligning executive compensation with long-term business performance and stockholder expectations.
Our 2024 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 2024 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. If the annual incentive target (as a percentage of base salary) changes during the year due to promotion, the full-year payout is either prorated based on the target applicable to each position or paid based on the revised target for the full year at the discretion of the Compensation Committee.
The table below outlines the approved target annual incentive award opportunity for each NEO as a percentage of their base salary for 2024:
| NEO(1) | 2024 Target Annual Incentive Award Opportunity (% of Salary) |
|---|---|
| Joanna Geraghty – Chief Executive Officer | 175 |
| Martin St. George – President | 125 |
| Ursula Hurley – Chief Financial Officer | 110 |
| Warren Christie – Chief Operating Officer | 90 |
| Carol Clements – Chief Digital and Technology Officer | 70 |
| (1) | Mr. Hayes’ 2024 Annual Incentive target for the period he served as CEO was 200% of his base salary. Mr. Nelson’s 2024 Annual Incentive target was 80% of his base salary. |
The Compensation Committee has the discretion to adjust the formulaic funding of the annual incentive program upward or downward by up to 35%, including the ability to reduce payouts to 0%, based on qualitative and quantitative factors such as financial performance, operational efficiency, and stockholder returns, alongside qualitative considerations, including leadership effectiveness, strategic execution, and talent retention.
While the Compensation Committee did not apply any discretionary adjustment following the end of the performance period in 2024, in June 2024, following the termination of the Spirit merger, the Compensation Committee approved capping the full-year payout at 100% of targetto ensure a stronger alignment between pay and performance, taking into account the overall operating environment.
| 2025 PROXY STATEMENT | 51 |
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Financial and Operational Metrics
At the start of 2024, we established our operational and financial goals with the anticipated JetBlue-Spirit merger in mind, which led to the implementation of distinct measurement periods for the first and second halves of the year (H1 and H2). The split year measurement period was implemented with the underlying assumption that post-merger we would revise the applicable performance metrics based on a combined company. In light of the fact that the merger was not consummated, and after receiving direct feedback from stockholders, the Compensation Committee approved a return to a full year measurement period.
The financial and operational measures for the year included Absolute Pre-Tax Margin, Controllable Costs, and Customer Index. The customer index comprised of three key metrics, including controllable service delivery (“Crewmember WOW”), on-time performance, and completion factor. Absolute Pre-Tax Margin, Controllable Costs and Crewmember WOW goals were set and measured for each half. On-time performance and completion factor goals were set at the beginning of each half by month and measured each month. A simple average of the monthly performance results was then calculated at the end of each half to determine the final payout percentage. The payout range for each metric was 0%-200%.
| Performance Measure | Description | Weighting |
|---|---|---|
| Absolute Pre-Tax Margin(1) | Measures the Company’s profitability before taxes, reflecting overall financial health and operational efficiency. A key indicator of JetBlue’s ability to generate earnings while managing expenses and revenue growth. | 25.00% |
| 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. | 25.00% |
| Customer Index(3) | Assesses overall customer satisfaction and service performance, incorporating metrics such as Crewmember WOW, On-Time Performance, and Completion Factor. This measure reflects JetBlue’s commitment to delivering a superior travel experience, operational reliability, and maintaining strong customer loyalty. | 50.00% |
| (1) | Absolute Pre-Tax Margin is a non-GAAP financial measures. Please refer to Appendix A “Regulation G Reconciliation of Non-GAAP Financial Measures.” |
| (2) | Controllable Costs is a financial measure to focus on costs which we can control, unlike fuel, for example, which is subject to external factors. We evaluate Controllable Costs on a year-over-year percentage change basis, with a smaller percentage change being a better result. |
| (3) | Customer Index is a non-financial measure, and is a combined score for Crewmember WOW and on time performance, which are customer satisfaction drivers. |
At year-end, management reported achievement of the financial and operational metrics to the Compensation Committee. The Compensation Committee relied on such performance assessment framework to evaluate performance against each metric to determine the final payout of our annual incentive awards.
For H1 2024, the financial and operational metrics performance was as follows:
| Metric | Performance Measure Weighting | Threshold | Target Achievement | Maximum | Actual Performance | Payout Percentage | Funding Percentage |
|---|---|---|---|---|---|---|---|
| Absolute Pre–Tax Margin(1) | 12.5% | (10.0%) | (3.5%) | 0.1% | (3.2%) | 108.3% | 13.5% |
| Controllable Costs(2) | 12.5% | 8.7% | 7.8% | 6.7% | 5.4% | 200.0% | 25.0% |
| Customer Index(3) | 25.0% | Index | Index | Index | -Index | 160.5% | 40.2% |
| Crewmember WOW | 8.33% | 36.8 | 41.6 | 44.0 | 43.9 | 195.8% | |
| On-Time Performance | 8.33% | 64.6% | 69.8% | 75.0% | 73.3% | 159.1% | |
| Completion Factor | 8.33% | 97.3% | 98.6% | 99.4% | 98.7% | 126.6% | |
| TOTAL | 50.0% | 78.7% | |||||
| (1) | Absolute Pre-Tax Margin is a non-GAAP financial measures. Please refer to Appendix A “Regulation G Reconciliation of Non-GAAP Financial Measures.” |
| (2) | Controllable Costs is a financial measure to focus on costs which we can control, unlike fuel, for example, which is subject to external factors. We evaluate Controllable Costs on a year-over-year percentage change basis, with a smaller percentage change being a better result. |
| (3) | Customer Index is a non-financial measure, and is a combined score for Crewmember WOW and on time performance, which are customer satisfaction drivers. |
| 52 | 2025 PROXY STATEMENT |
For H2 2024, the financial and operational metrics performance was as follows:
| Metric | Performance Measure Weighting | Threshold | Target Achievement | Maximum | Actual Performance | Payout Percentage | Funding Percentage |
|---|---|---|---|---|---|---|---|
| Absolute Pre–Tax Margin(1) | 12.5% | (6.0%) | (1.4%) | 4.7% | (3.3%) | 58.7% | 7.3% |
| Controllable Costs(2) | 12.5% | 9.5% | 6.3% | 5.3% | 7.8% | 45.2% | 5.7% |
| Customer Index(3) | 25.0% | Index | Index | Index | Index | 160.4% | 40.1% |
| Crewmember WOW | 8.33% | 37.0 | 43.0 | 46.1 | 46.5 | 200% | |
| On-Time Performance | 8.33% | 64.7% | 70.1% | 75.1% | 75.5% | 151.2% | |
| Completion Factor | 8.33% | 97.1% | 98.3% | 99.0% | 98.6% | 129.9% | |
| TOTAL | 50.0% | 53.1% | |||||
| (1) | Absolute Pre-Tax Margin is a non-GAAP financial measures. Please refer to Appendix A “Regulation G Reconciliation of Non-GAAP Financial Measures.” |
| (2) | Controllable Costs is a financial measure to focus on costs which we can control, unlike fuel, for example, which is subject to external factors. We evaluate Controllable Costs on a year-over-year percentage change basis, with a smaller percentage change being a better result. |
| (3) | Customer Index is a non-financial measure, and is a combined score for Crewmember WOW and on time performance, which are customer satisfaction drivers. |
Based on the above the calculated funding percentage based on financial and operational performance was 131.8%. For 2025, we have implemented a full-year measurement period rather than H1/H2 as set forth above.
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.
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 | 2024 Individual Goals Assessment |
|---|---|
| Joanna Geraghty Chief Executive Officer | Ms. Geraghty successfully led JetBlue through a period of significant transformation, steering the organization following the Department of Justice’s decision to block the Spirit merger. She quickly pivoted the Company to an organic growth strategy, JetForward, which established four strategic building blocks: building reliable and caring service, becoming the best East Coast leisure network, creating products and perks that customers value, and securing JetBlue’s financial future. In addition to defining JetBlue’s strategic focus, she prioritized strengthening the leadership team, acting with precision to ensure the right leaders were in place to execute JetForward effectively. |
| Marty St. George President | Mr. St. George returned to JetBlue in 2024 and has focused on optimizing the Company’s route network by prioritizing high-margin routes to enhance profitability. He collaborated with the loyalty team to successfully launch JetBlue’s new premium credit card in the first quarter of 2025, providing customers with enhanced benefits while driving incremental revenue. Additionally, he has initiated the development of JetBlue’s first-ever domestic first-class product to better compete in the evolving airline market and meet growing customer demand for premium travel options. |
| Ursula Hurley Chief Financial Officer | Ms. Hurley played a critical role in managing JetBlue’s financial strategy, successfully driving down controllable costs while ensuring continued investment in strategic initiatives. She successfully executed a debt facility to strengthen the Company’s liquidity position and enable key capital investments in support of JetForward. Her leadership has been instrumental in ensuring JetBlue remains financially positioned for long-term growth and stability. |
| Warren Christie Chief Operating Officer | Mr. Christie has led significant operational improvements across JetBlue, focusing on creating a safe and more efficient workforce while enhancing the Company’s overall reliability. His leadership has directly contributed to increased operational performance, resulting in an upward trend in JetBlue’s Net Promoter Score (NPS). Additionally, under his direction, JetBlue improved its ranking among U.S. airlines in the Wall Street Journal’s annual assessment, reflecting stronger performance and an enhanced customer experience. |
| Carol Clements Chief Digital & Technology Officer | Ms. Clements has successfully executed JetBlue’s technology strategy, driving key digital enhancements that improve both customer service and internal operational efficiency. She has strengthened the Company’s technology infrastructure, ensuring that JetBlue’s crew members have the necessary tools and support to provide an elevated customer experience. Her leadership in advancing digital initiatives has further reinforced JetBlue’s ability to enhance service capabilities and streamline operations. |
| 2025 PROXY STATEMENT | 53 |
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2024 Annual Incentive Payout
As discussed above, the 2024 annual incentive plan was structured so that 75% of the award is based on financial and operational metrics, while the remaining 25% was tied to individual performance.
The Compensation Committee determined that all NEO bonuses would be capped at 100%, covering both the financial and operational metrics as well as the individual performance portion of the annual cash incentive award.
Summarized in the table below is the calculation and final award amounts for the 2024 Annual Incentive Plan, along with a downward adjustment to the total amount due to the cap of 100% of target set by the Compensation Committee.
| Base · Target Award (as a % of · Target · Financial and Operational · Individual Performance · Downward Adjustment due to · 2024 Annual Incentive | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| NEO(3) | Salary ($) | Base Salary) | Award ($) | Achievement | Weighting | Achievement | Weighting | Calculated Bonus | Bonus Cap ($) | Award ($) |
| Ms. Geraghty(1) | 700,000 | 172% | 1,204,000 | 131.8% | 75.0% | 100% | 25% | 1,491,154 | (287,154) | 1,204,000 |
| Mr. St. George(2) | 625,000 | 125% | 781,250 | 131.8% | 75.0% | 100% | 25% | 967,578 | (186,328) | 781,250 |
| Ms. Hurley | 600,000 | 110% | 660,000 | 131.8% | 75.0% | 100% | 25% | 817,410 | (157,410) | 660,000 |
| Mr. Christie | 530,000 | 90% | 477,000 | 131.8% | 75.0% | 100% | 25% | 590,765 | (113,765) | 477,000 |
| Ms. Clements | 530,000 | 70% | 371,000 | 131.8% | 75.0% | 100% | 25% | 459,484 | (88,484) | 371,000 |
| (1) | Ms. Geraghty’s bonus was prorated based on time spent at her previous bonus target of 150% and time spent at her new bonus target of 175%, in connection with her promotion. |
| (2) | Per the terms of Mr. St. George’s offer letter, his annual cash incentive award for 2024 would be no less than target and is not subject to pro-ration. |
| (3) | Pursuant to his transition agreement, Mr. Hayes was eligible to receive a prorated portion of his 2024 Annual Incentive Award, which was forfeited due to his early termination of his transition agreement. As part of Mr. Nelson’s separation agreement, he received a prorated portion of his 2024 Annual Incentive Award in the amount of $393,208, calculated based on the average of a two-year lookback of prior annual incentive awards. |
While the payout of annual target incentive awards for the NEOs were capped at 100% of target, we recognize the extraordinary efforts of the leadership team during a challenging year that included a CEO transition, litigation with the Department of Justice regarding the future of the proposed JetBlue-Spirit merger, and the strategic pivot to JetBlue’s organic growth plan, JetForward.
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 increased in stockholder value. These LTI awards are a critical tool in our ability to attract, retain, and motivate top 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 based on pre-defined financial and strategic goals, ensuring pay is directly tied to long-term value creation.
The target LTI opportunity for each NEO is determined based on their 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 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.
| 54 | 2025 PROXY STATEMENT |
| NEO(2) | 2024 Target Long Term Incentive ($) | 2024 LTI Award In RSUs ($) | 2024 LTI Award In PSUs ($) | 2024 Total LTI Award ($) |
|---|---|---|---|---|
| Joanna Geraghty | 3,250,000 | 1,868,750 | 1,868,750 | 3,737,500 |
| Martin St. George(1) | 2,000,000 | 1,000,000 | 1,000,000 | 2,000,000 |
| Ursula Hurley | 2,000,000 | 1,150,000 | 1,150,000 | 2,300,000 |
| Warren Christie | 1,200,000 | 690,000 | 690,000 | 1,380,000 |
| Carol Clements | 1,000,000 | 632,500 | 517,500 | 1,150,000 |
| (1) | Mr. St. George was hired in 2024, and pursuant to his offer letter, his target LTI award for 2024 was $2,000,000. |
| (2) | Mr. Hayes retired in 2024 and did not receive an annual LTI award, the target of which was $3,500,000. In connection with his departure, Mr. Hayes received $750,000 in RSUs pursuant to his transition agreement, which is further discussed in the Summary Compensation Table. Mr. Nelson was employed through the annual grant cycle and left JetBlue after the grant date. His 2024 target LTI was $1,300,000. Pursuant to his separation agreement, 40,846 RSUs would continue to vest in accordance with their original vesting schedule following his separation, and the remaining RSUs and PSUs were forfeited. |
Time Based Restricted Stock Units
The 2024 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 2024 LTIP, please see “Grants of Plan-Based Awards” on page 61 of this proxy statement.
Performance Stock Units
For the 2024-2026 performance period, the Company’s long-term incentive (LTI) program is designed to reinforce financial discipline, cash flow generation, and stockholder alignment. The PSU metrics for this performance period include:
| Metric | Weighting | Description |
|---|---|---|
| Absolute Pre-Tax Margin* | 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. |
| Free Cash Flow* | 25% | Ensures a focus on cash generation, enabling continued investment in strategic priorities while maintaining financial flexibility. |
| 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. |
| * | Absolute Pre-Tax Margin and Free Cash Flow are non-GAAP financial measures. Please refer to Appendix A “Regulation G Reconciliation of Non-GAAP Financial Measures.” |
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As part of this updated framework, for the 2024-2026 performance period, we removed the ESG Performance Index and replaced it with Relative TSR. We believe the addition of Relative TSR enhances pay-for-performance alignment, ensuring that executive incentives are directly tied to stockholder returns and long-term value creation. Relative TSR will be measured against a minimum threshold at the 25th percentile, target at the 50th percentile, and maximum at the 90th percentile. While we will disclose our Relative TSR goals, we will not be disclosing the specific targets for other performance metrics due to their competitively sensitive nature.
The number of PSUs earned at the end of the three-year performance period will vary based on actual performance against these metrics. The earned PSUs will be settled in Company common stock following the completion of the three-year period, subject to performance certification by the Compensation Committee. PSU payouts for the 2024 grant cycle may range from 0% to 200% of the target award, depending on performance against the pre-established corporate goals as discussed above.
| 2025 PROXY STATEMENT | 55 |
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Vesting of 2022 Performance Cash Awards
In July 2022, the Compensation Committee approved grants of PCAs, subject to a three-year performance period. The 2022-2024 performance cycle completed on December 31, 2024, but vesting remained subject to certification of performance results by the Compensation Committee.
The metrics for the 2022 PCAs were Absolute Pre-Tax Margin, Relative Pre-Tax Margin and an ESG index, weighted at 50%, 25% and 25%, respectively. Depending upon actual Company performance relative to these performance goals, the exact payout may range from 0 to 200% of the target award.
The Company has not awarded any PCAs since 2022 and does not intend to issue new PCAs, as the circumstances that triggered these awards are over.
A further description of the performance goals is summarized in the table below:
| Metric | Weighting | Description & Components |
|---|---|---|
| Absolute Pre-Tax Margin* | 50% | 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. |
| Relative Pre-Tax Margin | 25% | 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. For purposes of the 2022 PCAs, Hawaiian Holdings Inc. was removed from the peer group following its acquisition by Alaska Air Group, Inc. on September 18, 2024. |
| ESG Index | 25% | Evaluates progress on key sustainability and corporate responsibility initiatives that support JetBlue’s long-term strategy. |
| * | Absolute Pre-Tax Margin is a non-GAAP financial measure. Please refer to Appendix A “Regulation G Reconciliation of Non-GAAP Financial Measures.” |
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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 2022 PCAs. The following table summarizes the performance results with respect to each of the performance measures applicable to the 2022 LTIP PCA grants.
| Metric | Weight | Period | Threshold | Target | Maximum | Achievement | Performance | Payout |
|---|---|---|---|---|---|---|---|---|
| Absolute Pre–Tax Margin | 50% | 2022 | (9%) | (6%) | (3%) | (3.4)% | 186.7% | 31.1% |
| 2023 | 1% | 6% | 8% | (1.5)% | 0% | 0% | ||
| 2024 | 2% | 8% | 10% | (8.8)% | 0% | 0% | ||
| Relative Pre-Tax Margin | 25% | (3 pts.) | 0.3 pts | 3 pts. | (4.5)% | 0% | 0% | |
| ESG Index | 25% | Index | Index | Index | Index | 123.7% | 30.9% | |
| Sustainable Aviation Fuel Goal | 6.25% | 4.9M Gallons | 8.6M Gallons | 12.3M Gallons | 9.3M Gallons | 118.9% | 7.4% | |
| Emissions Goal | 6.25% | 7.8% | 9.8% | 11.8% | 7.1% | 0% | 0.0% | |
| Supplier Engagement | 6.25% | 2.0% | 5.0% | 8.0% | 44.0% | 200.0% | 12.5% | |
| Talent Pipeline and Development | 6.25% | 45.0% | 60.0% | 75.0% | 71.4% | 176.0% | 11.0% | |
| TOTAL | 100.0% | 62.0% | ||||||
| * | Absolute Pre-Tax Margin is a non-GAAP financial measure. Please refer to Appendix A “Regulation G Reconciliation of Non-GAAP Financial Measures.” |
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| 56 | 2025 PROXY STATEMENT |
Based the performance noted above, the table below summarized the award values at grant, the payout percentage and the final award amount for each NEO.
| NEO(1) | Award Value at Grant ($) | Payout Percentage | Final Award Amount ($) |
|---|---|---|---|
| Joanna Geraghty | 1,150,000 | 62% | 713,000 |
| Ursula Hurley | 800,000 | 62% | 496,000 |
| Warren Christie | 150,000 | 62% | 93,000 |
| Carol Clements | 300,000 | 62% | 186,000 |
| (1) | Mr. Hayes retired in 2024. Upon his retirement, he was eligible to receive a prorated portion of the award, which was paid out at 62%, equaling a final award amount of $850,214. Mr. Nelson left JetBlue and was not eligible for retirement under the terms of the award, and therefore, he forfeited the full amount. |
2024 Target Total Direct Compensation
The table below summarizes the Compensation Committee-approved 2024 target total direct compensation for the NEOs described above, which excludes non-recurring items such as sign-on awards:
| NEO(1) | 2024 Base Salary ($) | 2024 Target Annual Incentive (as % of base salary) | 2024 Target Annual Incentive ($) | 2024 LTI Target ($) | 2024 LTI Target (in RSUs) ($) | 2024 LTI Target (in PSUs) ($) | 2024 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 | 600,000 | 110% | 660,000 | 2,000,000 | 1,000,000 | 1,000,000 | 3,260,000 |
| Warren Christie | 530,000 | 90% | 477,000 | 1,200,000 | 600,000 | 600,000 | 2,207,000 |
| Carol Clements | 530,000 | 70% | 371,000 | 1,000,000 | 550,000 | 450,000 | 1,901,000 |
| (1) | Mr. Hayes 2024 Target Total Direct Compensation while serving as CEO was $5,675,000. Mr Nelson’s 2024 Target Total Direct Compensation was $2,290,000 prior to his separation. |
Sign-On Award
In connection with his appointment, Mr. St. George received a sign-on cash bonus with a total target value of $500,000, which is designed to align his interests with stockholders and incentivize long-term performance. The bonus is paid in two equal installments, with the first paid on April 5, 2024, and the second within 30 days after the first anniversary of his start date. The award is subject to clawback if Mr. St. George is not actively employed through February 15, 2026 or does not meet applicable performance goals.
| 2025 PROXY STATEMENT | 57 |
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Other Compensation Policies and Information
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.