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  Title	JETBLUE AIRWAYS CORPORATION JetBlue Airways : 2025 Proxy Report
  ID	8139262
  External ID	7674267785
  Author	Unknown
  Published Date	April 2, 2025, 7 a.m.
  Summary	April 02, 2025 at 07:52 am EDT PROXY STATEMENT MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER April 2, 2025 Dear Fellow Stockholders: On behalf of the JetBlue Board of Directors, I am pleased to invite
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  URL	https://www.marketscreener.com/quote/stock/jetblue-airways-corporati-9770/news/jetblue-airways-2025-proxy-report-49508472/
  Sentiment	Negative: 0.01189    Neutral: 0.04752    Positive: 0.94060
  Relevance	0.02105

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  Content ID	5444508
  Key	27473ab1-a49f-4ee3-bcbe-b3627de8064c
  Content	April 02, 2025 at 07:52 am EDT PROXY STATEMENT MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER April 2, 2025 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 Wednesday, May 14, 2025 at 9:00 a.m. Eastern Daylight Time. This year's event can be accessed at www.virtualshareholdermeeting.com/jblu2025 2024 was a year of transformation for JetBlue as we launched JetForward, our multi year strategy to return to sustained profitability. With clear priorities and disciplined execution, JetForward is a back to basics approach grounded in four priority moves to enhance reliability, expand our East Coast leisure network, invest in products and perks our customers value, and position JetBlue for a secure financial future. JetForward is designed to help us navigate a shifting competitive landscape, evolving customer preferences, and rising industry costs- ensuring long term success and a path back to sustained profitability. Since JetForward's launch, our new leadership team and crewmembers across JetBlue have remained laser focused on execution, delivering measurable progress. Highlights of our early momentum include: Reliable & Caring Service Substantially improved reliability in every operational metric including a notable 6 point jump in on time arrivals performance in 2024 vs. 2023. Improved customer satisfaction as measured by the Net Promoter Score (NPS) by nearly 10 points vs. 2023 - best in industry. Ranked 6th overall in The Wall Street Journal's 2024 Airline Rankings, a three spot improvement from the prior year. Earned The Points Guy's top spot for best U.S. economy class for the fifth time. Best East Coast Leisure Network Redeployed about 20% of our prior network into areas of strength, including the Northeast, Florida and the Caribbean, and ended operations at 15 airports. Launched or announced service to 15 locations across the U.S., Caribbean, Latin America, and Europe. Products & Perks Customers Value Implemented successful new revenue streams like preferred seating and an enhanced BlueBasic offering. Bolstered our TrueBlue loyalty program with more perks and partners, and launched a new premium credit card. Announced plans to introduce a domestic first class cabin on all non Mint® aircraft beginning in 2026, rounding out a full spectrum of offerings for customers including Blue Basic, EvenMore, and Mint®. A Secure Financial Future Met 2024 full year cost guide despite headwinds, achieving top end of $175 - $200 million structural cost program target with $190 million of total program savings and setting the foundation for continued cost control through JetForward. Raised over $3 billion of strategic financing to retire debt, pre fund capital expenditures in 2024 and 2025, and provide runway to execute on our JetForward strategy. Deferred ~$3 billion of aircraft capital expenditures to 2030 and beyond to help restore our balance sheet and improve JetBlue's trajectory to free cash flow. Our dedicated and highly qualified Board of Directors ("Board") plays an integral role in guiding our overall long term strategy. Their independent thought leadership and deep experience in risk oversight and strategy development offers valuable insight into important issues facing JetBlue. Looking ahead to 2025, we remain steadfast in executing our JetForward strategy and delivering the JetBlue experience that people know and love. We will continue making disciplined investments in our operation, enhancing the customer experience, and reinforcing our financial foundation to ensure JetBlue remains not only a vibrant airline, but also a valuable investment for our stockholders. On behalf of the Board of Directors, thank you for your continued investment and support of JetBlue. Very truly yours, Joanna Geraghty Chief Executive Officer and Director TABLE OF CONTENTS CORPORATE GOVERNANCE AT JETBLUE 11 THE BOARD OF DIRECTORS 26 TO ELECT DIRECTORS 28 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 39 NAMED EXECUTIVE OFFICERS COMPENSATION DISCUSSION AND ANALYSIS 40 LETTER FROM THE CHAIR OF THE COMPENSATION COMMITTEE 41 COMPENSATION COMMITTEE REPORT 59 SUMMARY COMPENSATION TABLE 60 GRANTS OF PLAN BASED AWARDS 61 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 64 OPTION EXERCISES AND STOCK VESTED 66 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 67 PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN CREWMEMBER COMPENSATION 73 PAY VERSUS PERFORMANCE 74 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 77 MANAGEMENT PROPOSAL 3 RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 79 AUDIT COMMITTEE REPORT 82 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING 83 OTHER MATTERS 88 ADDITIONAL INFORMATION 88 APPENDIX A NON GAAP FINANCIAL MEASURES 90 TO BE HELD ON MAY 14, 2025 9:00 a.m. (Eastern Daylight Time) via the Internet at www.virtualshareholdermeeting.com/jblu2025 JETBLUE AIRWAYS CORPORATION 01 Queens Plaza North Long Island City, New York 11101 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, 2025. TIME AND DATE 9:00 a.m., Eastern Daylight Time, on Wednesday, May 14, 2025 PLACE Online at www.virtualshareholdermeeting.com/jblu2025 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 selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and Such other business as may properly come before the annual meeting and any postponement(s) or adjournment(s) thereof. VOTE IN ADVANCE OF THE MEETING: 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. 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. ADJOURNMENTS AND POSTPONEMENTS Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed. RECORD DATE You are entitled to vote only if you were a JetBlue stockholder as of the close of business on March 21, 2025. By order of the Board of Directors Eileen McCarthy General Counsel and Corporate Secretary IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2025 The notice of annual meeting, the proxy statement and our 2024 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 BY TELEPHONE Call 1 (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. 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 83 of the Proxy Statement. VIRTUAL MEETING ADMISSION Stockholders of record as of March 21, 2025 will be able to participate in the virtual annual meeting by visiting our annual meeting website www.virtualshareholdermeeting.com/jblu2025 To participate in the 2025 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 2025 virtual annual meeting will begin promptly at 9:00 a.m., Eastern Daylight Time, on May 14, 2025. Online check in will begin at 8:50 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 2025 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 2024 Annual Report to Stockholders at the annual meeting website. 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 Board Recommends See Page 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. Advisory Vote on Executive Compensation ("say on pay") Our executive compensation programs demonstrate the execution of our pay for performance philosophy. 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 each nominee Vote FOR Vote FOR HOW DO I VOTE? BY MAIL AT THE MEETING PROXY STATEMENT SUMMARY 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. Name Peter Boneparth Independent Board Chair Monte Ford Joanna Geraghty Ellen Jewett Robert Leduc Jesse Lynn Teri McClure Sean Menke Steven Miller Nik Mittal Sarah Robb O'Hagan Age Director since Independent Y Y N Y Y Y Y Y Y Y Y Vivek Sharma Y Thomas Winkelmann Y Other Public Boards Committee Memberships as of 2025 Annual Meeting Audit Comp Airline Safety G&N Finance Chair Member Financial Expert COMPOSITION AGE GENDER BOARD TENURE RACE/ETHNICITY White PROXY STATEMENT SUMMARY 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 Enhance disclosure for: ■ ■ ■ Pandemic era retention awards Ms. Geraghty's special equity award Spirit related transaction incentive awards ■ Incentive metrics WHAT WE DID 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 Provide transparency relating to individual performance and what factors are included in goal assessment More performance based LTI pay mix 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 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 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 PROXY STATEMENT SUMMARY 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. 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 Clemen ts. 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. Attachments Original document Permalink Disclaimer JetBlue Airways Corporation published this content on April 02, 2025 , and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 02, 2025 at 11:51 UTC
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