JETBLUE AIRWAYS CORP
For the period ended May 14, 2025. Filed Apr 2, 2025.
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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 14, 2025 · Filed Apr 2, 2025
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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.
Annual Stockholders Meeting
| Date & Time May 14, 2025 9:00 a.m. EDT | Place Via the Internet at www.virtualshareholdermeeting.com/jblu2025 | Record Date March 21, 2025 |
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Voting Matters
| Proposals · Board Recommends · See Page | |||
|---|---|---|---|
| 1. | Election of Directors The Board and its Governance and Nominating Committee believe each of the thirteen director nominees possesses the skills and experience to effectively monitor performance, provide oversight and advise leadership on the Company’s long-term strategy. | Vote FOR each nominee | 28 |
| 2. | Advisory Vote on Executive Compensation (“say-on-pay”) Our executive compensation programs demonstrate the execution of our pay for performance philosophy. | Vote FOR | 39 |
| 3. | Ratify Ernst & Young LLP (“EY”) as our Independent Registered Public Accounting Firm Based on the Audit Committee’s assessment of EY’s qualifications and performance, the Board and the Audit Committee believe EY’s retention for fiscal year 2025 is in the best interests of the Company and its stockholders. | Vote FOR | 79 |
| HOW DO I VOTE? | |||
|---|---|---|---|
| BY INTERNET Vote your shares at www.proxyvote.com Have your Notice of Internet Availability or proxy card in hand for the 16-digit control number needed to vote. | BY TELEPHONE Call 1-800-690-6903 (toll-free) Have your Notice of Internet Availability or proxy card in hand for the 16-digit control number needed to vote. | BY MAIL Sign, date and return the enclosed proxy card or voting instruction form If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from the holder of record to vote your shares. | AT THE MEETING Vote online during the meeting See p. 83 “Questions and Answers About the Annual Meeting and Voting” for details about voting at the meeting. |
| 2025 PROXY STATEMENT | 5 |
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Our Director Nominees
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.
| Other Public Boards · Committee Memberships as of 2025 Annual Meeting | ||||
|---|---|---|---|---|
| Name · Age · Director since · Independent · Audit · Comp · Airline Safety · G&N · Finance | ||||
| Peter Boneparth Independent Board Chair | 65 | 2008 | Y | — |
| Monte Ford | 65 | 2021 | Y | 3 |
| Joanna Geraghty | 52 | 2024 | N | 1 |
| Ellen Jewett | 66 | 2011 | Y | 1 |
| Robert Leduc | 69 | 2020 | Y | 2 |
| Jesse Lynn | 54 | 2024 | Y | 1 |
| Teri McClure | 61 | 2019 | Y | 3 |
| Sean Menke | 56 | 2024 | Y | 1 |
| Steven Miller | 36 | 2024 | Y | 1 |
| Nik Mittal | 53 | 2022 | Y | — |
| Sarah Robb O’Hagan | 52 | 2018 | Y | — |
| Vivek Sharma | 50 | 2019 | Y | — |
| Thomas Winkelmann | 65 | 2013 | Y | — |
Chair
Member
Financial Expert
COMPOSITION
| 6 | 2025 PROXY STATEMENT |
Stockholder Engagement and Response to 2024 “Say-on-Pay Vote”
Stockholder Engagement and Response to 2024 “Say-on-Pay Vote”
We have a history of strong shareholder support for our Board’s pay-for-performance philosophy and the 2024 say-on-pay vote differed significantly. In response, we conducted extensive outreach throughout 2024 to actively listen to stockholder concerns, provide greater clarity on our 2024 and previous compensation practices, and integrate feedback into our program design.
Our outreach program in 2024 targeted our top 25 stockholders representing nearly 76% of our outstanding shares, including stockholders who voted against last year’s say-on-pay vote. Stockholders representing approximately 59% of our outstanding shares responded and engaged.
Teri McClure, our independent Compensation Committee Chair, played a central role in our stockholder engagement and participated in the majority of meetings with stockholders.
In these meetings, several stockholders expressed concerns with the structure and quantum of the pandemic era retention awards (“RAs”) and Spirit-related transaction incentive awards. As a reminder, these awards were paid out in 2024 pursuant to contractual commitments made to our leaders between 2021 and 2023 due to the then-tumultuous environment. We do not intend to issue new pandemic RAs or Spirit-related transaction incentive awards, as the circumstances that triggered those awards are over.
In those engagement discussions, we also discussed with our stockholders an overview of our developing plan to respond to the 2024 Say-on-Pay vote, including the creation of a cross-functional group, comprised of management, compensation, legal and investor relations, to review feedback and identify recommendations for the Compensation Committee and the Board to assess. We have also enhanced our compensation-related disclosure in this proxy statement and our Compensation Committee continues to review our executive compensation program for resiliency going forward.
The table below outlines the key areas of feedback we received from stockholders and the specific actions we have taken in response. A fulsome discussion of our stockholder outreach can be found under “Stockholder Engagement and Response” of the “Compensation Discussion and Analysis” on page 42.
| WHAT WE HEARD FROM STOCKHOLDERS | WHAT WE DID |
|---|---|
| Enhance disclosure for: ■ Pandemic era retention awards ■ Ms. Geraghty’s special equity award ■ Spirit-related transaction incentive awards ■ Incentive metrics | Provided additional context and disclosures in this year’s CD&A relating to the pandemic era retention awards, Ms. Geraghty’s special equity award, Spirit-related transaction incentive awards and Long Term Incentive (“LTI”) metrics including timing, circumstances and criteria. See the “Historical Compensation Awards” section of the Compensation Discussion & Analysis on page 44. |
| Create a closer tie to individual performance and financial and operational performance for the Short Term Incentive (“STI”) program | Proactively capped 2024 bonuses – limited 2024 STI payouts to 100% to reinforce pay-for-performance alignment in light of overall financial performance. See the “2024 Annual Incentive Payout” section of the Compensation Discussion & Analysis on page 54. |
| Provide transparency relating to individual performance and what factors are included in goal assessment | Added specific individual goal assessments to provide further clarity on contributions of each NEO. See the “Individual Performance” section of the Compensation Discussion & Analysis on page 53. |
| More performance based LTI pay mix | LTI grant mix was updated to 50% RSUs and 50% PSUs for the CEO and majority of NEOs, whereas in 2023, LTI grant mix was on average weighted more on RSUs. See the “Long Term Incentives” section of the Compensation Discussion & Analysis on page 54. |
| 2025 PROXY STATEMENT | 7 |
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Compensation That Supports Our Business Strategy
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 of 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. |
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| ■ | 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 NEO’s 2024 total compensation opportunity “at-risk”. |
2024 COMPENSATION PAY MIX AT TARGET*
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 47, this disciplined approach ensures that compensation outcomes reflect both company performance and stockholder returns, reinforcing our strong pay-for-performance culture.
| * | The compensation for 2024 is reported in the Summary Compensation Table at page 60. This includes target compensation, defined as base salary, target bonus and target long term incentives. Other NEOs includes an average of base salary, target bonus and target long term incentives for Marty St. George, Ursula Hurley, Warren Christie and Carol Clements. |
|---|---|
| ** | Does not include Mr. Hayes’ compensation. Mr. Hayes, our former Chief Executive Officer, left JetBlue on February 12, 2024. |
| *** | Does not include Mr. Nelson’s compensation. Mr. Nelson, our former General Counsel and Corporate Secretary, left JetBlue on August 5, 2024. |
| 8 | 2025 PROXY STATEMENT |
Business Overview
Business Overview
JETFORWARD
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 low fares with great service backed up by the best people and culture in the business. For 25 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:
| ■ | More Comfort in Every Cabin – Our spacious seating, free high-speed Wi-Fi, and seatback entertainment set us apart in the industry. |
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| ■ | Award-Winning Customer Service – We continue to be recognized for our caring, customer-first approach, including receiving the best industry-wide NPS score and top ranking by The Points Guy’s top for U.S. economy class for a fifth time in 2024. |
| ■ | Premium Travel Options – Our Mint® product continues to raise the bar, we have made enhancements to our EvenMore experience, and we announced plans to introduce a domestic first-class product starting in 2026. New lounges opening in 2025 at JFK and 2026 in Boston Logan will further enhance the premium travel experience. |
| ■ | A Loyalty Program That Delivers – TrueBlue® offers flexible rewards and valuable perks, with a new premium credit card that launched in early 2025. |
Executing on JetForward for a Sustainable Future
In 2024, we launchedJetForward, our multi-year roadmap designed to drive operational reliability, customer loyalty, and financial resilience. JetForward is built on four priority moves:
| 1. | Reliable & Caring Service – Driving operational excellence, reducing delays, and improving customer satisfaction. |
| 2. | Best East Coast Leisure Network – Optimizing our route network to focus on high-demand markets where the JetBlue brand resonates and we have historically been successful. |
| 3. | Products & Perks Customers Value – Enhancing revenue streams (including new premium offerings), investing in loyalty, and elevating the customer experience. |
| 4. | A Secure Financial Future – Committed to cost discipline, enabling free cash flow and improving our balance sheet. |
Financial and Operational Discipline
As we execute JetForward, we are focused on financial sustainability, making disciplined decisions to ensure JetBlue remains a strong competitor in the airline industry and valuable investment for our stockholders. In 2024, we successfully:
| ■ | Improved operational performance, with a 6-point increase in on-time performance year-over-year. |
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| ■ | Generated about $395 million in new revenue initiatives. |
| ■ | Delivered $190 million in structural cost savings. |
| ■ | Raised over $3 billion in strategic financing and deferred $3 billion in aircraft capital expenditures to strengthen liquidity. |
| 2025 PROXY STATEMENT | 9 |
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Looking Ahead
Our 2024 full-year results were as follows:
| (1) | Excluding special items and net (loss) gain on investments. |
| (2) | Cost per available seat mile, excluding aircraft fuel, other non-airline operating expenses, and special items. |
| * | 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 and disciplined execution, we believe JetBlue is positioned for a successful future. We remain committed to bringing humanity back to air travel while delivering value to our customers, crewmembers, and stockholders. As we move forward, our focus on reliability, customer experience, and financial strength will ensure that JetBlue remains a vibrant airline brand in an industry we believe is dominated by four large airlines.
| 10 | 2025 PROXY STATEMENT |
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