DEF 14A of Jetblue Airways Corp, Apr 2, 2026

DEF 14A of Jetblue Airways Corp

Filed Apr 2, 2026 · FY20250001158463-26-000041

Open on EDGAR

  1. 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.

  2. Our Director Nominees

    | Name | Age | Director since | Independent | Other Public Boards | Committee Memberships as of 2026 Annual Meeting | | | | | | | | | | | Audit | Comp | Airline Safety | G&N | Finance | | Peter Boneparth Independent Board Chair | 66 | 2008 | | — | | | | | | | Monte Ford | 66 | 2021 | | 3 | | | | | | | Joanna L. Geraghty | 53 | 2024 | | 1 | | | | | | | Ellen Jewett | 67 | 2011 | | 1 | | | | | | | Robert Leduc | 70 | 2020 | | 2 | | | | | | | Jesse Lynn | 55 | 2024 | | 1 | | | | | | | Teri P. McClure | 62 | 2019 | | 2 | | | | | | | Sean Menke | 57 | 2024 | | 1 | | | | | | | Steven D. Miller | 37 | 2024 | | — | | | | | | | Nik Mittal | 54 | 2022 | | — | | | | | | | Sarah Robb O’Hagan | 53 | 2018 | | — | | | | | | | Vivek Sharma | 51 | 2019 | | — | | | | | | | Thomas J. Winkelmann | 66 | 2013 | | — | | | | | |

  3. Our Director Nominees

    | | Chair | | Member | | Financial Expert |

  4. Our Director Nominees

    The nominees are comprised of nine men and four women, of whom eight identify as white, two as African American or Black, two as Asian and one prefers not to self-identify.

  5. Director Nominee Selection Process

    Director Nominee Selection Process The Governance and Nominating Committee is responsible for recommending to the Board a slate of director nominees for election at each annual meeting of stockholders. To achieve an appropriate balance of new perspectives with the institutional knowledge contributed by our longer-serving directors, the Governance and Nominating Committee reviews the current composition of the Board on an annual basis and identifies certain skill sets and attributes of potential nominees to prioritize in light of the current and anticipated needs of the Board. The assessment of potential nominees includes a review of their judgment, experience, independence and understanding of the Company’s business and of the industry in which the Company operates. The Board considers diversity of viewpoints, background, experience, accomplishments, education and skills when evaluating nominees. A potential nominee’s qualifications are evaluated to determine whether the potential nominee meets the qualifications required of all directors as well as the key qualifications and experience required to be represented on the Board, as described above. Further, the Governance and Nominating Committee assesses how each potential nominee would impact the skills and experience represented on the Board as a whole in the context of the Board’s overall composition and the Company’s current and future needs. The Governance and Nominating Committee manages the Board’s succession planning process throughout the year, designed to be responsive to anticipated future needs in light of business, industry and market dynamics and to yield an appropriate balance of skills, backgrounds, experiences and tenure to effectively support and oversee the implementation of our long-term strategy. We believe that thoughtful Board refreshment and proactive director succession planning is an integral part of the Company’s ability to deliver on its long-term strategy. From time to time, the Governance and Nominating Committee may formally engage an external search firm to assist in identifying potential nominees. Candidates may also come to the attention of the Governance and Nominating Committee through recommendations from current Board members, stockholders, officers, crewmembers or other stakeholders. The Committee applies the same criteria in reviewing all candidates regardless of the source of the recommendation.

  6. 2026 Director Nominees

    2026 Director Nominees There are currently 13 members of our Board. At the 2026 annual meeting, 13 directors are to be elected to hold office until the 2027 annual meeting and until their successors have been elected and qualified. All nominees are current JetBlue Board members who were elected by stockholders at the 2025 annual meeting. Based on the recommendation of the Governance and Nominating Committee, the Board has nominated each of Peter Boneparth, Monte Ford, Joanna L. Geraghty, Ellen Jewett, Robert Leduc, Jesse Lynn, Sean Menke, Steven D. Miller, Teri McClure, Nik Mittal, Sarah Robb O’Hagan, Vivek Sharma and Thomas J. Winkelmann to be elected as a director of the Company to serve on our Board until the 2027 annual meeting of stockholders and until such time as their respective successors have been duly elected and qualified or until his or her death, resignation, retirement, disqualification or removal from office. The Board has no reason to believe that any of the nominees named in this Proxy Statement would be unable or unwilling to serve as a director if elected. However, if before the 2026 annual meeting, any nominee is unable to serve or will not serve as a director if elected, the Board may reduce the number of directors to eliminate the vacancy, elect a substitute nominee, or the Board may fill the vacancy at a later date after selecting an appropriate nominee. Included in each director nominee’s biography below is a description of select key qualifications and experience of such nominee based on the qualifications described above. The Board and the Governance and Nominating Committee believe that the combination of the various qualifications and experiences of the director nominees would contribute to an effective and well-functioning board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s leadership. See also “Corporate Governance at JetBlue–The Board of Directors–Board Skills and Experience Matrix.”

  7. 2026 Director Nominees

    | 28 Director Nominees | 36 Director Compensation | 37 Certain Relationships and Related Person Transactions |

  8. 2026 Director Nominees

    | 28 | |

  9. Election of Directors

    Election of Directors

  10. Election of Directors

    | What are you voting on? Stockholders are being asked to elect thirteen director nominees for a one- year term. | Voting recommendation: “FOR” the election of each director nominee The Board and its Governance and Nominating Committee believe that each of the 13 director nominees possesses the necessary qualifications and experiences to provide quality advice and counsel to the Company’s leadership and effectively oversee the long- term interests of the stockholders. All nominees are current JetBlue Board members who were elected by the stockholders at the 2025 annual meeting. |

  11. Election of Directors

    | | | Peter Boneparth Independent | | Board Chair | | Age: 66 | | Director since: 2008 | | Board Committees •Finance (Chair) •Compensation •Governance & Nominating |

  12. Election of Directors

    | Current Public Company Boards: •JetBlue Airways Corporation | | | | | | | Prior Business and Other Experience, and Qualifications: Until 2021, Mr. Boneparth was a Senior Advisor to a division of The Blackstone Group, LLP, an investment management firm. He was also Senior Advisor of Irving Capital Partners, a private equity group, from February 2009 through 2014. He served as President and CEO of the Jones Apparel Group, an apparel company, from 2002 to 2007. Mr. Boneparth served as a director of Kohl’s Corporation from 2008 through 2024. In addition to those displayed below, Mr. Boneparth’s qualifications and experience include business expertise, knowledge of customer service, oversight of risk management and crewmember relations. | | | | | | | Key Skills and Experience | | | | | | | | CEO | | Risk Management | | Financial Literacy/ Accounting | | | Finance/Capital | | Human Capital Management | | Government/Public Policy | | | Corporate Governance | | Marketing/Brand | | |

  13. Election of Directors

    | | 29 |

  14. Election of Directors

    | Table of Contents | Proposal 1 |

  15. Election of Directors

    | Current Roles: •Principal Partner at the CIO Strategy Exchange (“CIOSE”), a cross-industry consortium of chief information officers from large global companies •Technology Industry Consultant | | | | Current Public Company Boards: •JetBlue Airways Corporation •Akamai Technologies, Inc. •Iron Mountain Inc. •Centene Corp. | | | Prior Business and Other Experience, and Qualifications: Prior to joining CIOSE in May 2015, Mr. Ford served as Executive Chair and Chief Executive Officer of Aptean Software, an enterprise business software provider, from 2012 to 2013, and as Chief Information Officer of AMR Corporation (now known as American Airlines Group), an airline holding company, from 2000 to 2011. Prior to that, Mr. Ford held executive management positions with The Associates First Capital Corporation, Bank of Boston and Digital Equipment Corporation. Mr. Ford served as a director of several institutions, including Michaels Companies, Inc., a publicly held owner and operator of arts and crafts specialty retail stores, from September 2015 to April 2021. In addition to those displayed below, Mr. Ford’s qualifications and experience include diverse leadership experiences and an extensive background in information technology, including in the airline industry. | | | | | | | Key Skills and Experience | | | | | | | | Aviation | | Digital | | IT/System | | | Corporate Governance | | Human Capital Management | | Marketing/Brand | | | Cyber | | Infrastructure | | Operations/Logistics |

  16. Election of Directors

    | | | Monte Ford Independent | | Age: 66 | | Director since: 2021 | | Board Committees •Airline Safety |

  17. Election of Directors

    | Current Roles: •CEO of JetBlue Airways Corporation | | | | Current Public Company Boards: •JetBlue Airways Corporation •L3Harris Technologies, Inc. | | | Prior Business and Other Experience, and Qualifications: Ms. Geraghty first joined JetBlue in 2005. Prior to her appointment as CEO in February 2024, Ms. Geraghty served as the Company’s President and Chief Operating Officer from 2018 to 2024 and Executive Vice President, Customer Experience from 2014 to 2018. She also served as Executive Vice President, Chief People Officer from 2010 to 2014, after serving as Vice President and Associate General Counsel and Director of Litigation and Regulatory Affairs. Ms. Geraghty also serves on the board of directors of L3Harris Technologies, Inc., and as a member of the board of the JetBlue Foundation, Airlines for America, the Wings Club Foundation, and is chairperson of the board of Concern Worldwide, an international not-for-profit organization. | | | | | | | Key Skills and Experience | | | | | | | | Aviation | | Government/Public Policy | | Marketing/Brand | | | CEO | | Human Capital Management | | Operations/Logistics | | | Finance/Capital | | Infrastructure | | Risk Management | | | Financial Literacy/ Accounting | | International | | Corporate Governance |

  18. Election of Directors

    | | | Joanna L. Geraghty | | Age: 53 | | Director since: 2024 | | Board Committees •Airline Safety |

  19. Election of Directors

    | 30 | |

  20. Election of Directors

    | Proposal 1 | Table of Contents |

  21. Election of Directors

    | Current Role: •Managing Partner of Canoe Point Capital, LLC, an investment firm focusing on early stage social ventures, 2015 to present. | | | | Current Public Company Boards: •JetBlue Airways Corporation •Booz Allen Hamilton Holding Corporation | | | Prior Business and Other Experience, and Qualifications: Ms. Jewett has served as a managing partner at Canoe Point Capital, LLC since 2015. Prior to joining Canoe Point Capital, she was Managing Director and head of U.S. Government and Infrastructure at BMO Capital Markets, a financial services institution, from 2010 to 2015, where she focused on airports and infrastructure banking. Previously, Ms. Jewett spent more than 20 years at Goldman, Sachs & Co., a global financial institution, specializing in airport infrastructure financing. During her tenure, she most recently served as head of the public sector transportation Group and, earlier, as head of the airport finance group. Ms. Jewett currently sits on the board of trustees of Children’s Aid in NYC, The Hastings Center and Trinity Church. She is trustee emerita of both Brearley School and Wesleyan University. She has also served in leadership capacities on the boards of Grace Church School, Planned Parenthood of NYC, and New York Presbyterian’s Sloane Hospital for Women. In addition to the qualifications described below, Ms. Jewett brings significant experience in talent management, as well as expertise in airports and infrastructure. | | | | | | | Key Skills and Experience | | | | | | | | Aviation | | Finance/Capital | | Infrastructure | | | Corporate Governance | | Financial Literacy/ Accounting | | Risk Management | | | Government/Public Policy | | | | |

  22. Election of Directors

    | | | Ellen Jewett Independent | | Age: 67 | | Director since: 2011 | | Board Committees •Governance & Nominating (Chair) •Audit •Finance |

  23. Election of Directors

    | Current Public Company Boards: | | | | | | | •JetBlue Airways Corporation | | •Howmet Aerospace | | •AAR Corp. | | | Prior Business and Other Experience, and Qualifications: Mr. Leduc served as President of Pratt & Whitney, an aerospace manufacturer, from 2016 until early 2020. He had led helicopter manufacturer Sikorsky Aircraft from 2015 to 2016, when UTC sold Sikorsky to defense contractor Lockheed Martin Corp. Previously, Mr. Leduc served in leadership positions at Hamilton Sundstrand and UTC Aerospace Systems, each an aerospace company. Mr. Leduc has over 40 years of aviation experience, with significant maintenance and engine related experience. In addition to those displayed below, Mr. Leduc’s qualifications and experience include brand enhancement and talent management. | | | | | | | Key Skills and Experience | | | | | | | | Aviation | | Finance/Capital | | Operations/Logistics | | | CEO | | Financial Literacy/ Accounting | | Risk Management | | | Corporate Governance | | Infrastructure | | |

  24. Election of Directors

    | | | Robert Leduc Independent | | Age: 70 | | Director since: 2020 | | Board Committees •Audit (Chair) •Airline Safety •Finance |

  25. Election of Directors

    | | 31 |

  26. Election of Directors

    | Table of Contents | Proposal 1 |

  27. Election of Directors

    | Current Roles: •General Counsel of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, energy, automotive, food packaging, real estate, home fashion and pharma. | | | | Current Public Company Boards: •Caesars Entertainment, Inc. •JetBlue Airways Corporation | | Prior Business and Other Experience, and Qualifications: Mr. Lynn has been General Counsel of Icahn Enterprises L.P. since December 2014. Mr. Lynn has also serves as Chief Operating Officer of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, since April 2021. From September 2006 to December 2014, Mr. Lynn was Assistant General Counsel and, from September 2004 to September 2006, Mr. Lynn was Counsel, at Icahn Enterprises. Prior to joining Icahn Enterprises, Mr. Lynn worked as an associate in the New York office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in its business and finance department from February 2000 until September 2004. From September 1996 to February 2000, Mr. Lynn was an associate in the corporate group at Gordon Altman Butowsky Weitzen Shalov & Wein. Mr. Lynn was previously a director of: Conduent Incorporated, a provider of business process outsourcing services, from April 2019 to June 2024; Crown Holdings Inc., a global supplier of packaging products, from December 2022 to November 2023; Xerox Holdings Corporation, a provider of print and digital document products and services, from November 2021 to September 2023; FirstEnergy Corp., an electric utility, from March 2021 to May 2023; Cloudera, Inc., a provider of enterprise data cloud services, from August 2019 through its sale to CD&R and KKR in October 2021; Herbalife Nutrition Ltd., a nutrition company, from April 2014 to January 2021; and The Manitowoc Company, Inc., a capital goods manufacturer, from April 2015 to February 2018. Mr. Lynn’s qualifications and experience include legal and finance expertise. | | | | | | Key Skills and Experience | | | | | | | Corporate Governance | | Financial Literacy/Accounting | | | | Finance/Capital | | Risk Management | |

  28. Election of Directors

    | | | Jesse Lynn Independent | | Age: 55 | | Director since: 2024 | | Board Committees •Audit •Governance & Nominating •Finance |

  29. Election of Directors

    | 32 | |

  30. Election of Directors

    | Proposal 1 | Table of Contents |

  31. Election of Directors

    | Current Public Company Boards: | | | | | | | •JetBlue Airways Corporation •Fluor Corporation | | | | •Lennar Corp. | | | Prior Business and Other Experience, and Qualifications: From 1995 until her retirement in 2019, Ms. McClure worked at UPS, serving most recently as Chief Human Resources Officer. She has also held additional positions and responsibilities on the UPS Executive Leadership Team, including General Counsel and Corporate Secretary, and Labor, Audit and Global Ethics and Compliance, among other roles. In addition to those displayed below, Ms. McClure’s qualifications and experience include legal acumen, labor issues, executive compensation, and risk management oversight. | | | | | | | Key Skills and Experience | | | | | | | | Aviation | | Human Capital Management | | Operations/Logistics | | | Corporate Governance | | International | | Risk Management | | | Government/Public Policy | | Marketing/Brand | | |

  32. Election of Directors

    | | | Teri McClure Independent | | Age: 62 | | Director since: 2019 | | Board Committees •Compensation (Chair) •Governance & Nominating |

  33. Election of Directors

    | Current Public Company Boards: | | | | | | | •JetBlue Airways Corporation | | | | •Waste Management, Inc. | | | Prior Business and Other Experience, and Qualifications: From 2022 to 2024, Mr. Menke served as Chair of the Board of Directors of Sabre Corporation, a leading global software and technology company that powers the travel industry through a global network of development, sales, operations and corporate functions, and was CEO of Sabre from 2016 to 2023. Before joining Sabre, Mr. Menke spent more than 20 years in executive leadership roles in the airline industry. He served as Chief Executive Officer at Frontier Airlines and at Pinnacle Airlines, and he held senior level marketing, operations, customer experience, strategy, planning, sales, distribution and revenue management roles, including with Air Canada and Hawaiian Airlines. He also served as Executive Vice President at IHS Inc., a global information technology company. Mr. Menke’s qualifications and experience include a deep understanding of technology-driven companies and the aviation industry, knowledge of the importance and challenges of cybersecurity and privacy issues, and extensive background in information technology, including experience overseeing risk mitigation and implementing systems to protect major corporations. | | | | | | | Key Skills and Experience | | | | | | | | Aviation | | Digital | | International | | | CEO | | Finance/Capital | | IT/System | | | Corporate Governance | | Financial Literacy/ Accounting | | Operations/Logistics | | | Cyber | | Infrastructure | | |

  34. Election of Directors

    | | | Sean Menke Independent | | Age: 57 | | Director since: 2024 | | Board Committees •Audit •Airline Safety •Finance |

  35. Election of Directors

    | | 33 |

  36. Election of Directors

    | Table of Contents | Proposal 1 |

  37. Election of Directors

    | Current Roles: •Portfolio Manager for Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, energy, automotive, food packaging, metals, real estate, home fashion and pharma. | | | | Current Public Company Boards: •JetBlue Airways Corporation | | | Prior Business and Other Experience, and Qualifications: Since October 2020, Mr. Miller has been a portfolio manager for Icahn Capital LP. Prior to joining Icahn Capital L.P., Mr. Miller was an analyst in the Distressed and Special Situations investment group in the New York office of BlueMountain Capital Management, LLC from 2013 to 2019. Mr. Miller represented BlueMountain on the Ad Hoc Group of Puerto Rico Electric Power Authority Bondholders from 2014 to 2019, and from 2011 to 2013 he was an analyst in the Distressed Products Group in the New York office of Goldman, Sachs & Co. Mr. Miller has served as a director of Bausch Healthcare Companies, Inc., a publicly traded healthcare company, from March 2021 to August 2025, Conduent Incorporated, a publicly traded business process services company, from February 2021 to June 2024, Dana Inc., a supplier of automotive products and services, from November 2023 to January 2025, Herc Holdings Inc., a publicly traded equipment rental supplier, from May 2022 to March 2023, and Xerox Holdings Corporation, a publicly traded office equipment company, since May 2021 to September 2023. Mr. Miller’s qualifications and experience include investment and financial expertise, experience with complex debt matters, and experience serving as an investment professional. | | | | | | | Key Skills and Experience | | | | | | | | Aviation | | Finance/Capital | | Risk Management | | | Corporate Governance | | Financial Literacy/Accounting | | |

  38. Election of Directors

    | | | Steven D. Miller Independent | | Age: 37 | | Director since: 2024 | | Board Committees •Audit •Finance |

  39. Election of Directors

    | Current Roles: •President, Founder and Co-Portfolio Manager of Molecule Ventures LLC, an environmental markets investment firm •Partner and Lead Investor in Plankton Energy LLC, a community solar developer | | | | Current Public Company Boards: •JetBlue Airways Corporation | | Prior Business and Other Experience, and Qualifications: Prior to founding Molecule Ventures LLC in 2020, Mr. Mittal was previously a firm partner from 2006 to 2018 at JANA Partners LLC, where he helped direct the firm’s investment research and focused on public markets investing across multiple industries for more than a decade. He began his career as an investment banking associate at Donaldson, Lufkin and Jenrette. Mr. Mittal was also a Senior Fellow, Climate Policy & Innovation, at the Environmental Defense Fund and an Adjunct Professor of Finance at NYU Stern School of Business, teaching an MBA course titled “Valuing Investing Strategies”. In addition to those displayed below, Mr. Mittal’s qualifications and experience include deep expertise in capital markets, financial strategy and structures. | | | | | | Key Skills and Experience | | | | | | | Corporate Governance | | Financial Literacy/Accounting | | | | Finance/Capital | | Government/Public Policy | |

  40. Election of Directors

    | | | Nik Mittal Independent | | Age: 54 | | Director since: 2022 | | Board Committees •Audit •Finance |

  41. Election of Directors

    | 34 | |

  42. Election of Directors

    | Proposal 1 | Table of Contents |

  43. Election of Directors

    | Current Roles: •Chief Content and Member Development Officer of Peloton Interactive, Inc. | | | | Current Public Company Boards: •JetBlue Airways Corporation | | | Prior Business and Other Experience, and Qualifications: Prior to joining Peloton in 2026, Ms. Robb O’Hagan served as CEO of EXOS, the Human Performance Company, from 2020 to 2024, Chief Executive Officer of the indoor cycling company Flywheel Sports from 2017 to 2019, and became the author and founder behind Extreme Living LLC, a content platform to unleash potential in diverse aspiring leaders. She previously served as global president of Equinox, a luxury fitness company, from 2012 to 2016, where she led the upgrading of the offering through a significant technology transformation, and global president of Gatorade, a sports nutrition business, from 2008 to 2012, where she successfully led the business through a major repositioning and business turnaround. In addition to those displayed below, Ms. Robb O’Hagan’s qualifications and experience include lifestyle brands, technology, and risk management oversight. | | | | | | | Key Skills and Experience | | | | | | | | CEO | | Human Capital Management | | Marketing/Brand | | | Digital | | International | | | | | Financial Literacy/ Accounting | | IT/System | | |

  44. Election of Directors

    | | | Sarah Robb O’Hagan Independent | | Age: 53 | | Director since: 2018 | | Board Committees •Compensation |

  45. Election of Directors

    | Current Roles: •Adjunct Professor of Data Science at the University of Southern California’s Marshall School of Business | | | | Current Public Company Boards: •JetBlue Airways Corporation | | | Prior Business and Other Experience, and Qualifications: Mr. Sharma’s executive roles include CEO of InStride, a Los Angeles based EdTech company he co-founded in 2019, a position in which he served until 2023. Under his leadership, InStride grew to a profitable 200-person company, helping employees in 41 large corporations avoid $630 million of student debt, for which it was named to Fortune’s ‘Global Impact 20’ list. Prior to InStride, Mr. Sharma spent six years at The Walt Disney Company as Senior Vice President, Digital Guest Experience & eCommerce, leading a $10 billion eCommerce business and serving 150 million guests annually across theme parks, resorts, cruises, guided travel adventures, restaurants and retail businesses globally. Mr. Sharma also served at Yahoo for four years as General Manager of Yahoo Mail & Messenger and Vice President of Yahoo Search, and at McKinsey & Company for eight years as Associate Partner of technology practice. In addition to those displayed below, Mr. Sharma’s qualifications and experience include ecommerce and digital guest experience, and workforce online education. | | | | | | | Key Skills and Experience | | | | | | | | International | | Digital | | IT/System | | | CEO | | Human Capital Management | | Cyber |

  46. Election of Directors

    | | | Vivek Sharma Independent | | Age: 51 | | Director since: 2019 | | Board Committees •Compensation |

  47. Election of Directors

    | | 35 |

  48. Election of Directors

    | Table of Contents | Proposal 1 |

  49. Election of Directors

    | Current Roles: •Executive Chair of Zeitfracht Group, a logistics company based in Berlin, Germany | | | | Current Public Company Boards: •JetBlue Airways Corporation | | | Prior Business and Other Experience, and Qualifications: Before joining Zeitfracht in 2018, Mr. Winkelmann served as CEO of airberlin, a commercial airline, from 2017 through 2018. He previously served as the Chief Executive Officer of Lufthansa German Airlines (Hub Munich), a commercial airline, beginning in 2016, and was a member of the Group Executive Committee of Lufthansa Group. From 2006 through 2015, he served as Chief Executive Officer of Germanwings GmbH, a commercial airline. In addition to those displayed below, Mr. Winkelmann’s qualifications and experience include sales and revenue management. | | | | | | | Key Skills and Experience | | | | | | | | Aviation | | Government/Public Policy | | Marketing/Brand | | | CEO | | Human Capital Management | | Operations/Logistics | | | Corporate Governance | | International | | Risk Management |

  50. Election of Directors

    | | | Thomas Winkelmann Independent | | Age: 66 | | Director since: 2013 | | Board Committees •Airline Safety (Chair) •Compensation •Governance & Nominating |

  51. Election of Directors

    | | The Board of Directors unanimously recommends that stockholders vote “FOR” each nominee. |

  52. Election of Directors

    | 36 | |

  53. Election of Directors

    | Proposal 1 | Table of Contents |

  54. Director Compensation

    Director Compensation The Compensation Committee, with input from its independent compensation consultant, periodically reviews and evaluates director compensation. Our objective is to pay non-employee directors over time at or near the median of the proxy peer group, to award a significant component in equity, and to adjust as needed. Our Board reviews director compensation periodically, to ensure that the director compensation package remains competitive such that we are able to recruit and retain qualified directors.

  55. Director Compensation

    | Compensation Structure for Directors for 2025 | ($) | | Annual base retainer (all non-employee directors) | 80,000 | | Annual equity award(1) | 135,000 | | Independent Board Chair supplemental fee | 50,000 | | Annual Audit Committee Chair supplemental fee | 20,000 | | Annual Compensation Committee Chair supplemental fee | 15,000 | | Annual G&N Committee Chair supplemental fee | 10,000 | | Annual Airline Safety Committee Chair supplemental fee | 10,000 | | Annual Finance Committee Chair supplemental fee | 10,000 | | Annual Committee membership fees (2): | | | Audit | 15,000 | | Compensation, G&N, Airline Safety and Finance | 10,000 | | New directors DSU grant(3) | 35,000 | | Additional Board Chair retainer (Cash or Equity) | 25,000 |

  56. Director Compensation

    1.Director's annually elect DSUs or RSUs, each of which vest after one year of service. DSU settlement is deferred until six months following a director's separation from the Board. No directors received DSUs in 2025. 2.Committee Chairs are paid the annual Committee membership fees in addition to the supplemental fee as Chair. 3.New director DSU grants vest ratably over three years of service. Settlement is deferred until six months following a directors separation from the Board. As is customary in the airline industry, all members of the Board and their immediate family may travel without charge on our flights. We also provide directors with post-service travel benefits. We reimburse our directors, including our full-time employee director, for expenses incurred in attending Board meetings. We do not provide gross-up payments to members of our Board. In 2025, Mr. Leduc donated $6,752, Ms. Robb O’Hagan donated $900 and Mr. Miller donated $262 to the JetBlue Crewmember Crisis Fund, a non-profit organization that assists JetBlue crewmembers facing emergency hardship situations.

  57. Fiscal Year 2025 Director Compensation

    Fiscal Year 2025 Director Compensation The following table summarizes compensation paid to our non-employee directors for services rendered during the year ended December 31, 2025. The footnotes to the table and narrative discussion above describe details of each form of compensation paid to, or earned by, our directors and other material factors relating to director compensation arrangements.

  58. Fiscal Year 2025 Director Compensation

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  59. Fiscal Year 2025 Director Compensation

    | Table of Contents | Proposal 1 |

  60. Fiscal Year 2025 Director Compensation

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Joanna L. Geraghty(3) | — | — | — | — | | Peter Boneparth | 195,000 | 134,994 | 12,212 | 342,206 | | Monte Ford | 90,000 | 134,994 | 1,187 | 226,181 | | Ellen Jewett | 125,000 | 134,994 | 6,321 | 266,315 | | Robert Leduc | 135,000 | 134,994 | 835 | 270,829 | | Jesse Lynn | 113,333 | 134,994 | 2,417 | 250,744 | | Teri McClure | 115,000 | 134,994 | 1,144 | 251,138 | | Sean Menke | 114,167 | 134,994 | 2,133 | 251,294 | | Steven D. Miller | 104,167 | 134,994 | 9,620 | 248,781 | | Nikhil Mittal | 105,000 | 134,994 | 9,385 | 249,379 | | Sarah Robb O'Hagan | 90,000 | 134,994 | 9,524 | 234,518 | | Vivek Sharma | 90,000 | 134,994 | 8,955 | 233,949 | | Thomas J. Winkelmann | 120,000 | 134,994 | 1,754 | 256,748 |

  61. Fiscal Year 2025 Director Compensation

    1.Includes 22,094 RSUs granted on March 10, 2025 to Messrs. Boneparth, Ford, Leduc, Lynn, Menke, Miller, Mittal, Sharma and Winkelmann and Mses. Jewett, McClure and Robb O'Hagan. At December 31, 2025, 82,897 DSUs remained outstanding for Mr. Winkelmann, 62,398 for Mr. Boneparth, 50,496 for Ms. Jewett, 48,471 for Mr. Leduc, 42,883 for Ms. Robb O'Hagan, 40,691 for Ms. McClure, 29,616 for Messrs. Lynn and Miller, 24,461 for Mr. Mittal, 15,228 for Mr. Sharma, 8,358 for Mr. Ford and 4,629 for Mr. Menke. At December 31, 2025, 22,094 RSUs remained outstanding for each of Messrs. Boneparth, Ford, Leduc, Lynn, Menke, Miller, Mittal, Sharma and Winkelmann and Mses. Jewett, McClure and Robb O'Hagan. The amount represented reflects the grant date fair value of the equity award based on JetBlue’s stock price on the grant date as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation — Stock Compensation (“FASB ASC Topic 718”). Please refer to Note 7 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, for further discussion related to the assumptions used in our valuation. For information on the valuation assumptions with respect to grants made prior to 2025, please refer to the notes to our financial statements in our applicable Annual Report on Form 10-K. 2.Consists of the value of flight benefits for the listed directors. 3.Ms. Geraghty was employed by the Company in 2025. She did not receive any additional compensation for her director service to the Company. Ms. Geraghty's compensation is reported in the Summary Compensation Table on page 58 of this proxy statement.

  62. Only

    | • | Base | | • | PSU | | • | Bonus | | • | RSU | | • | At-Risk |

  63. NEOs

    | • | Base | | • | PSU | | • | Bonus | | • | RSU | | • | At-Risk |

  64. Compensation Consultant

    Compensation Consultant The Compensation Committee is authorized to retain and terminate the services of compensation consultants, legal counsel or other advisors to the Compensation Committee and to approve the engagement of any such consultant, counsel or other advisor, to the extent it deems necessary or appropriate after specifically analyzing the independence of any such advisor. The Chair of the Compensation Committee reports the Compensation Committee’s actions and recommendations for the previous quarter to the full Board at the next regularly scheduled Board meeting. The Compensation Committee engaged the services of Pay Governance as its independent compensation consultant on matters of executive compensation for 2025. Pay Governance also evaluates compensation for non-employee directors, compensation of other levels of senior leadership, and equity compensation programs generally. For 2025, the Compensation Committee assessed the independence of Pay Governance pursuant to the SEC and Nasdaq rules and determined that no conflict of interest exists that would prevent Pay Governance from independently advising the Compensation Committee. As discussed below under “Peer Competitive Group Survey–Market Assessment,” Pay Governance provided the Company and the Compensation Committee with compensation data regarding the companies in our competitor peer group. Along with the other factors cited above, the Company used this data to develop its recommendations to the Compensation Committee for 2025 compensation levels for executives other than the CEO. The Compensation Committee then recommended CEO compensation changes to the Board. Pay Governance also provided suggestions on the design of the annual cash and long- term incentive awards that were used in 2025, and for the long-term performance-based incentive program, including the performance measures and weightings, the factors for the Compensation Committee to review when determining discretionary adjustment to payout of performance-based awards, and the general range of such discretionary adjustment. Pay Governance reports directly to the Compensation Committee and all services performed by Pay Governance were under the direction of the Compensation Committee.

  65. Compensation Consultant

    | 46 | |

  66. Compensation Consultant

    | Letter from the Chair of the Compensation Committee | Table of Contents |

  67. Competitive Peer Group Survey – Market Assessment

    Competitive Peer Group Survey – Market Assessment Prior to the start of 2025, the Compensation Committee reviewed a report on the Company’s senior executive compensation programs, which incorporated data provided by Pay Governance. Pay Governance collected compensation data from the companies in our competitor peer group, as well as similarly sized general industry companies. Pay Governance used a combination of peer group proxy and general industry survey data to develop the competitive market. The current general industry reference group continues to place greater emphasis on consumer-oriented companies, reflecting the role of customer service in JetBlue’s success. Our competitor peer group consists of the following U.S. airlines: •Delta Air Lines, Inc. •American Airlines Group Inc. •United Airlines Holdings, Inc. •Southwest Airlines Co. •Alaska Air Group, Inc. •Spirit Airlines, Inc. •Frontier Group Holdings, Inc. These companies, like JetBlue, are airlines with significant revenue and with significant operations employing a large number of individuals and operating a large number of aircraft in our competing markets. We believe this group provides a reasonable point of comparison to assist in our assessment of our compensation programs. We recognize this peer group has limitations from a statistical perspective given the limited number of airline peer companies and the wide variation in size. As a result, the Compensation Committee uses the competitive data as a reference point to monitor the compensation practices of these competitors. This data was not the sole determining factor in executive compensation decisions. Instead, as described above, it was one of many factors reviewed by the Compensation Committee as part of its assessment. The Compensation Committee also considers the Company’s Northeast location, route network, cost structure, and size relative to other airlines; however, we do not rely on this information to target any specific pay percentile for our executive officers. While we do not target a particular level of compensation within the peer group, the data is used primarily to ensure that our executive compensation program as a whole is competitive when the Company achieves its targeted performance levels. While we do not target a specific market percentile ranking for the individual compensation elements that comprise total direct compensation, we review each element to ensure it is reasonable relative to our peer group. We aim to position pay to maintain our competitive cost advantage versus our peer group and recognize we compete in the same talent pool as some of the peer competitors which are significantly larger and more mature than we are. Consistent with our compensation objectives discussed above, we incorporate flexibility into our compensation programs and in the executive assessment process to respond to, and adjust for, changes in the business and economic environment and individual accomplishments, performance and circumstances. The Compensation Committee expects to continue to adjust relevant pay levels on a go forward, measured basis, contingent on corporate and individual performance in future years.

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  69. Competitive Peer Group Survey – Market Assessment

    | Table of Contents | Letter from the Chair of the Compensation Committee |

  70. Best Practices in Compensation Governance

    | What We Do | | | | Emphasize performance-based, at risk pay | | | Apply rigorous, stockholder-aligned performance objectives for executive cash incentive award payments | | | Consider risk in our executive compensation program | | | Compensation Committee engages an independent consultant | | | Have executive stock ownership guidelines (including 6x base salary for CEO) | | | Have director stock ownership requirements | | | Grant equity awards with one-year minimum vesting, with the majority vesting over three years | | | Maintain an executive compensation clawback policy, which includes recoupment and forfeiture provisions required under applicable law | | | Use a structured approach to CEO performance evaluation and related compensation decisions | | | Review share utilization annually | | | Devote significant time to leadership succession and leadership development efforts | | | Cap our incentive plans at 200% of target, subject to performance metrics | | | Use multiple metrics with little overlap to avoid “feast or famine” payout situations |

  71. 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. |

  72. Other Compensation and Benefits

    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.

  73. Annual Incentive Plan (Bonus)

    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:

  74. Annual Incentive Plan (Bonus)

    | NEO | 2025 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% |

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  76. Annual Incentive Plan (Bonus)

    | Letter from the Chair of the Compensation Committee | Table of Contents |

  77. Financial and Operational Metrics

    1.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. 2.Controllable Costs is a financial measure evaluated on a year-over-year percentage change basis, with a smaller percentage change being a better result. 3.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.

  78. Financial and Operational Metrics

    | Metric | Performance Measure Weighting | Threshold | Target Achievement | Maximum | Actual Performance | Payout Percentage | Funding Percentage | | 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% |

  79. 2025 Annual Incentive Payout

    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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  81. 2025 Annual Incentive Payout

    | Letter from the Chair of the Compensation Committee | Table of Contents |

  82. 2025 Annual Incentive Payout

    Summarized in the table below is the calculation and final award amounts for the 2025 Annual Incentive Plan.

  83. 2025 Annual Incentive Payout

    | 2025 | | | | | | | | | | NEO | Base Salary ($) | Target Award (as a % of Base Salary) (%) | Target Award ($) | Financial and Operational | | Individual Performance | | 2025 Annual Incentive Award ($) | | | | | | 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 |

  84. Long Term Incentives

    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.

  85. Long Term Incentives

    | 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 |

  86. Time Based Restricted Stock Units

    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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  88. Time Based Restricted Stock Units

    | Table of Contents | Letter from the Chair of the Compensation Committee |

  89. Performance Stock Units

    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:

  90. Performance Stock Units

    | 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. |

  91. Performance Stock Units

    1.Absolute Pre-Tax Margin is a non-GAAP financial measure. Please refer to Appendix A “Regulation G Reconciliation of Non-GAAP Financial Measures – Adjusted pre-tax margin.” 2.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.

  92. Vesting of 2023 Performance Stock Units

    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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  94. Vesting of 2023 Performance Stock Units

    | Letter from the Chair of the Compensation Committee | Table of Contents |

  95. Vesting of 2023 Performance Stock Units

    As a result, the final 2023–2025 PSU metric weightings are as follows:

  96. Vesting of 2023 Performance Stock Units

    | 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. |

  97. Vesting of 2023 Performance Stock Units

    1.Absolute Pre-Tax Margin is a non-GAAP financial measure. Please refer to Appendix A “Regulation G Reconciliation of Non-GAAP 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.

  98. Vesting of 2023 Performance Stock Units

    | 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% |

  99. Vesting of 2023 Performance Stock Units

    1.Absolute Pre-Tax Margin is a non-GAAP financial measure. Please refer to Appendix A “Regulation G Reconciliation of Non-GAAP Financial Measures – Adjusted pre-tax margin.”

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  101. Vesting of 2023 Performance Stock Units

    | Table of Contents | Letter from the Chair of the Compensation Committee |

  102. Vesting of 2023 Performance Stock Units

    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.

  103. Vesting of 2023 Performance Stock Units

    | 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 |

  104. Vesting of 2023 Performance Stock Units

    1.Mr. St. George began employment at JetBlue in 2024.

  105. 2025 Target Total Direct Compensation

    | NEO | 2025 Base Salary ($) | 2025 Target Annual Incentive (as % of base salary) | 2025 Target Annual Incentive ($) | 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 |

  106. Post-Employment Benefits

    Post-Employment Benefits To promote retention and recruiting, we also offer limited arrangements that provide certain post-employment benefits in order to alleviate concerns that may arise in the event of a crewmember’s separation from service with us and enable crewmembers to focus on Company duties while employed by us. •Severance Benefits. Our NEOs are eligible to receive severance payments and benefits under the JetBlue Airways Corporation Severance Plan (the “Severance Plan”) if they incur certain qualifying terminations from employment under the Severance Plan. In addition, in the event of a change in control, post-employment severance benefits for our NEOs are provided through our Executive Change in Control Severance Plan (the “Executive Change in Control Plan”) and our Omnibus Plan, as applicable. Our Executive Change in Control Plan is intended to ensure stability within the Company during a period of uncertainty resulting from the possibility of a change in control of the Company by providing incentives for certain designated crewmembers, including our NEOs, to remain in our employ. Certain of our executive officers have arrangements pursuant to which they will receive certain flight privileges following certain qualifying terminations from employment. See “Potential Payments Upon Termination or Change in Control”. •Retirement Benefits. Our executive officers may participate in our 401(k) defined contribution retirement plan provided to substantially all other U.S. crewmembers and do not receive special retirement plans or benefits. For our executive officers as well as all other participating crewmembers (other than Pilots), we match crewmember contributions under this plan 100% up to 5% of eligible earnings (for 2025, the matching contribution for each NEO was $17,500, as reported in the Summary Compensation Table below), subject to all applicable regulatory limits, and the match cliff vests after three years of employment. Our award agreements under the Omnibus Plan generally include retirement provisions for retirement eligible crewmembers, which provide for continued vesting of RSUs, and prorated continued vesting of PSUs. Our Pilots receive a non-elective Company contribution of 17% of eligible compensation, referred to as Pilot Non-elective contributions, per the terms of the finalized collective bargaining agreement between JetBlue and the Air Line Pilots Association ("ALPA"), in lieu of the above 401(k) Company matching contribution and non-elective contributions. The Company's Pilot Non-elective contributions vest after three years of service.

  107. Tax Considerations

    Tax Considerations As described in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the tax deduction for annual compensation of each of our NEOs is limited to $1 million. Although the Compensation Committee considers the impact of Section 162(m), it believes that stockholder interests are best served by not restricting the Compensation Committee’s discretion and flexibility in crafting the Company’s executive compensation program, even if non-deductible compensation expenses could result. Other provisions of the Code can also affect compensation decisions. Under Sections 280G and 4999 of the Code, a 20% excise tax is imposed upon certain individuals who receive payments in connection with a change in control if the payments received by them equal or exceed an amount generally approximating 3x their average annual compensation. The excise tax may be imposed on all such payments generally exceeding 1x an individual’s average annual compensation. A company will also lose its tax deduction for such “excess parachute payments.” In approving the compensation arrangements for our NEOs, the Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including

  108. Tax Considerations

    the potential impact of Section 280G of the Code. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.

  109. Timing of Grants and Equity Awards

    Timing of Grants and Equity Awards Neither our Board nor our Compensation Committee takes material non-public information into account when determining the timing of equity awards, and we do not time the release of material nonpublic information based on equity award grant dates. We did not grant stock options, stock appreciation rights or similar option-like instruments. Accordingly, we have nothing to report under Item 402(x) of Regulation S-K.

  110. Summary Compensation Table

    Summary Compensation Table The following table provides certain information concerning the compensation for services rendered to us during the years ended December 31, 2025, 2024, and 2023 by our named executive officers:

  111. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Joanna Geraghty Chief Executive Officer | 2025 | 700,000 | 110,417 | 3,249,996 | 1,102,500 | 28,405 | 5,191,318 | | | 2024 | 694,508 | 385,417 | 3,737,498 | 1,917,000 | 22,885 | 6,757,308 | | | 2023 | 647,917 | 1,724,917 | 5,574,982 | 1,018,200 | 27,981 | 8,993,997 | | Marty St. George(5) President | 2025 | 625,000 | 250,000 | 2,299,999 | 703,125 | 41,242 | 3,919,366 | | | 2024 | 531,250 | 250,000 | 1,999,986 | 781,250 | 25,180 | 3,587,666 | | Ursula Hurley Chief Financial Officer | 2025 | 613,750 | 216,667 | 2,299,999 | 642,675 | 28,514 | 3,801,605 | | | 2024 | 597,917 | 591,667 | 2,299,993 | 1,156,000 | 36,999 | 4,682,576 | | | 2023 | 498,667 | 1,925,267 | 3,374,982 | 600,500 | 44,746 | 6,444,162 | | Warren Christie(6) Chief Operating Officer | 2025 | 558,201 | 31,000 | 1,799,996 | 478,800 | 28,716 | 2,896,713 | | | 2024 | 524,507 | 331,000 | 1,379,993 | 570,000 | 26,276 | 2,831,776 | | Carol Clements Chief Digital and Technology Officer | 2025 | 539,167 | — | 1,349,995 | 359,100 | 27,066 | 2,275,328 | | | 2024 | 530,000 | 175,000 | 1,149,992 | 557,000 | 20,177 | 2,432,169 | | | 2023 | 528,750 | | 1,774,996 | 387,500 | 28,255 | 2,719,501 |

  112. Summary Compensation Table

    1.Compensation reported for 2025 under this column consists of pandemic era retention awards (RAs) for all NEOs (except Mr. St. George and Ms. Clements) as follows: Ms. Geraghty - $110,417 RA, Ms. Hurley - $216,667 RA and Mr. Christie - $31,000 RA. For Mr. St. George, compensation reported for 2025 under this column includes 50% of his performance-based sign on bonus, which was paid to him on March 20, 2025 and subject to clawback if he did not remain actively employed through February 15, 2026 or did not meet applicable performance goals. For more information of Mr. St. George’s sign-on bonus, please see “Compensation Discussion & Analysis – Compensation Program Design – Settlement of Historical Compensation Awards” above. The Annual Cash Incentive Awards are reported under the “Non-Equity Incentive Compensation” column. 2.Represents the grant date fair value of RSUs based on JetBlue’s closing stock price on the day preceding the grant date. The RSUs reported here, granted in 2025, include the RSUs granted based on the individual’s and Company’s performance in 2024. The PSUs granted in 2025, are reported based on performance at target, but, if maximum performance levels are attained, the grant date fair values for the PSUs granted in 2025 would be as follows: Ms. Geraghty-$3,249,998, Mr. St. George-$2,299,998, Ms. Hurley-$2,299,998, Mr. Christie-$1,799,997 and Ms. Clements-$1,349,998. Please refer to Note 7 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, for further discussion related to the assumptions used in our valuation as well as the disclosure of the accounting expense recognized. See the “Grants of Plan-Based Awards” table below for further information on RSUs and PSUs, including the Spirit-related transaction incentive awards. 3.Includes annual cash incentive award. For more information on the annual cash incentive awards earned in 2025, see “Compensation Discussion & Analysis – Compensation Program Design – Annual Incentive Plan (Bonus)” above.

  113. Summary Compensation Table

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  114. Summary Compensation Table

    | Table of Contents | Summary Compensation Table |

  115. Summary Compensation Table

    4.All Other Compensation for 2025 includes Company 401(k) matching contributions under the JetBlue Airways Corporation Retirement Plan in which all of our crewmembers are eligible to participate, as well as life insurance premiums, positive space flights, and executive physicals, if any. The 401(k) matching contribution in 2025 for each of Mses. Geraghty, Hurley and Clements and Messrs. St. George and Christie was $17,500. 5.Mr. St. George rejoined JetBlue on February 26, 2024. He was not employed by JetBlue during 2023. 6.Mr. Christie was not an NEO for fiscal years prior to 2024.

  116. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information concerning individual grants of equity and non-equity plan-based awards made to the NEOs during the fiscal year ended December 31, 2025:

  117. Grants of Plan-Based Awards

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Joanna Geraghty | | | | | | | | | | | RSU | 3/10/2025 | | | | | | | 265,957 | 1,624,997 | | PSU | 4/22/2025 | | | | 226,323 | 452,646 | 905,292 | | 1,624,999 | | Annual Cash Incentive | | 612,500 | 1,225,000 | 2,296,875 | | | | | | | Martin St. George | | | | | | | | | | | RSU | 3/10/2025 | | | | | | | 188,216 | 1,150,000 | | PSU | 4/22/2025 | | | | 160,167 | 320,334 | 640,668 | | 1,149,999 | | Annual Cash Incentive | | 390,625 | 781,250 | 1,464,844 | | | | | | | Ursula Hurley | | | | | | | | | | | RSU | 3/10/2025 | | | | | | | 188,216 | 1,150,000 | | PSU | 4/22/2025 | | | | 160,167 | 320,334 | 640,668 | | 1,149,999 | | Annual Cash Incentive | | 338,250 | 676,500 | 1,268,438 | | | | | | | Warren Christie | | | | | | | | | | | RSU | 3/10/2025 | | | | | | | 147,299 | 899,997 | | PSU | 4/22/2025 | | | | 125,348 | 250,696 | 501,392 | | 899,999 | | Annual Cash Incentive | | 252,000 | 504,000 | 945,000 | | | | | | | Carol Clements | | | | | | | | | | | RSU | 3/10/2025 | | | | | | | 110,474 | 674,996 | | PSU | 4/22/2025 | | | | 94,011 | 188,022 | 376,044 | | 674,999 | | Annual Cash Incentive | | 189,000 | 378,000 | 708,750 | | | | | |

  118. Grants of Plan-Based Awards

    1.Represents annual cash incentive awards. For the annual cash incentive awards, the amounts shown represent the Threshold, Target and Maximum potential payouts based on multiples of the NEOs’ respective base salaries. The performance goals for determining the payouts are described in “Compensation Discussion and Analysis–Compensation Program Design – Annual Incentive Plan” above. Actual payouts for 2025 are reported in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table. 2.Represents PSUs granted under our Omnibus Plan in 2025, which will be paid, if at all, based on the Company’s performance in years 2025 – 2027 as described further in footnote 3 of the “Outstanding Equity Awards at Fiscal Year-End” Table. The amounts shown represent the Threshold, Target and Maximum number of PSUs that would be earned based on the Company’s achievement of the minimum, target and maximum level of performance, respectively, for each of the performance metrics described in the relevant PSU award agreement. Vesting is generally subject to continued employment through the settlement date (except in the case of certain qualifying terminations of employment due to death or disability, retirement, or in the case of a change in control of the Company, as discussed in more detail in “Potential Payments upon Termination or Change in Control” below).

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  120. Grants of Plan-Based Awards

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  121. Grants of Plan-Based Awards

    3.Represents RSUs granted under our Omnibus Plan. The RSUs vest as described in footnote 1 of the “Outstanding Equity Awards at Fiscal-Year End” Table and are generally subject to the NEO’s continued employment (except in the case of certain qualifying terminations of employment or in the case of a change in control of the Company, as discussed in more detail in “Potential Payments upon Termination or Change in Control” below). 4.Represents total grant date fair value of RSUs and PSUs as determined in accordance with FASB ASC Topic 718. Please refer to Note 7 of our consolidated financial statements in our 2025 Annual Report on Form 10-K for further discussion related to the assumptions used in our valuations of RSUs and PSUs.

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  123. Outstanding Equity Awards at

    Outstanding Equity Awards at

  124. Fiscal Year-End

    | Table of Contents | Outstanding Equity Awards at Fiscal Year-End |

  125. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information concerning the vesting of restricted stock unit awards during 2025 for each named executive officer:

  126. Option Exercises and Stock Vested

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Joanna Geraghty | 262,015 | 1,382,124 | | Martin St. George | 46,882 | 168,306 | | Ursula Hurley | 227,431 | 1,069,278 | | Warren Christie | 108,186 | 540,455 | | Carol Clements | 130,725 | 653,040 |

  127. Option Exercises and Stock Vested

    1.Shares vested consist of vested RSUs. We determined the value realized for the vesting of these shares using the closing price of our common stock on the preceding date of vesting.

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  129. Potential Payments Upon

    Potential Payments Upon

  130. Termination or Change in Control

    Termination or Change in Control Each of our NEOs may receive various payments if his or her employment is terminated, depending on the grounds for the termination. Employment may be terminated in various ways, including the following: •Voluntary termination of employment by the NEO (with or without “good reason,” as that term is defined in the applicable plan or agreement); •Termination of employment by the Company (with or without “cause,” as that term is defined in the applicable plan or agreement); •Termination in the event of the disability or death of the NEO; and •Termination following a change in control of the Company. Beginning on page 68, we provide estimates of the payments that our NEOs would have received had their employment been terminated as of December 31, 2025. Potential payments made to Ms. Geraghty upon the termination of her employment or upon a change in control are governed by the terms of her employment agreement with the Company and the benefit plans in which she participates, as in effect as of December 31, 2025. The Severance Plan would govern the compensation payable upon the termination of our executives, including our NEOs who were employed on December 31, 2025. As of December 31, 2025, neither Messrs. Christie and St. George, nor Mses. Hurley and Clements had employment agreements with the Company.

  131. Potential Payments to Ms. Geraghty upon Termination

    Potential Payments to Ms. Geraghty upon Termination As described in the section above titled “Summary of Employment Agreement with Ms. Geraghty,” Ms. Geraghty entered into a new employment agreement in 2024 in connection with her promotion to Chief Executive Officer, which superseded her prior employment agreement with the Company. Under Ms. Geraghty’s employment agreement, if the Company were to terminate Ms. Geraghty’s employment for Cause or if Ms. Geraghty were to resign from the Company other than for Good Reason, Ms. Geraghty would only be entitled to payment of unpaid base salary through and including the date of termination or resignation and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company. Under Ms. Geraghty’s employment agreement, if Ms. Geraghty is terminated without Cause or Ms. Geraghty resigns with Good Reason (each as defined in the Severance Plan), she would be paid as if eligible for severance under the Severance Plan and would be eligible to receive continued flight benefits due to qualifying as a retiree under JetBlue’s flight benefits plan. If, after termination of her employment without Cause or resignation with Good Reason, Ms. Geraghty were to breach any of the confidentiality, non-competition, non-solicitation or return of proprietary materials provisions contained in the agreement, she would forfeit, as of the date of such breach, all of the payments and benefits described in the foregoing sentence. If Ms. Geraghty’s employment were terminated by reason of her death or Disability (as defined in the employment agreement), the Company would pay Ms. Geraghty (or her estate, as applicable), her base salary through and including the date of termination and any other accrued compensation and benefits. In addition, under Ms. Geraghty’s prior employment agreement with the Company, in the event that she is terminated without Cause or resigns with Good Reason at any time on or after June 22, 2024, which was the one-year anniversary of a grant date of a special, one time equity-based retention award she received under her prior employment agreement, a pro-rata portion of

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  133. Potential Payments to Ms. Geraghty upon Termination

    | Potential Payments Upon Termination or Change in Control | Table of Contents |

  134. Potential Payments to Ms. Geraghty upon Termination

    such equity award would vest based on the number of days she served following the grant date, and this portion of the award would be settled as soon as practicable thereafter. The new employment agreement does not affect the terms and conditions of her special, one-time equity-based retention award or any of her other previously awarded but unvested long-term incentive awards.

  135. Potential Payments to Other Named Executive Officers

    Potential Payments to Other Named Executive Officers As of December 31, 2025, we had no contractual obligations to make severance payments to any of our NEOs other than Ms. Geraghty (except as provided in the Severance Plan described below).

  136. Executive Change in Control Plan

    | Table of Contents | Potential Payments Upon Termination or Change in Control |

  137. Potential Payments in Connection with our Equity Incentive Plans

    Potential Payments in Connection with our Equity Incentive Plans Under the Omnibus Plan, if within one year following a change in control (as defined in the Omnibus Plan), a participant’s employment or service with the Company terminates by reason of death, disability, retirement, without Cause, or for Good Reason (each term as defined in the Omnibus Plan), all outstanding awards will vest and become immediately exercisable and payable, with all restrictions lifted. The Compensation Committee may take actions as it deems appropriate to provide for the acceleration of the exercisability, vesting and/or settlement of each or any outstanding award (or a portion thereof) in connection with a change in control, including: (1) with respect to all awards, it be assumed or substituted by the surviving entity; (2) with respect to options and SARs, for a period of at least 15 days prior to the change in control, any options or SARs be exercisable as to all shares subject to the option or SAR, and that upon the occurrence of the change in control, such option or SAR will terminate and be of no further force and effect; (3) with respect to awards not previously exercised or settled, it be cancelled in exchange for a payment in cash, stock or other property, in an amount equal to the fair market value of the consideration to be paid per share in the change in control, reduced by the exercise or purchase price per share under the applicable award; and (4) with respect to performance compensation awards, (A) those relating to performance periods ending prior to the change in control that have been earned but not paid be immediately payable, (B) all then-in-progress performance periods for outstanding awards shall end, and either (a) the participants be deemed to have earned an award equal to their target award opportunity for the performance period in question, or (b) at the Compensation Committee’s

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  139. Potential Payments in Connection with our Equity Incentive Plans

    | Potential Payments Upon Termination or Change in Control | Table of Contents |

  140. Potential Payments in Connection with our Equity Incentive Plans

    discretion, the Compensation Committee will determine the extent to which performance criteria have been met with respect to each performance compensation award, if at all, (C) the Company pay to each participant their partial or full performance compensation award in cash, shares or other property as determined by the Compensation Committee within 30 days of the change in control based on the change in control consideration, or (D) it be terminated and canceled for no consideration. The Compensation Committee may vary the treatment of awards among participants, and among awards granted to a participant, in exercising its discretion upon a change in control, subject to applicable laws and regulations. The term “change in control,” as used in the Omnibus Plan, means, very generally, any of the following: (a) the acquisition by certain persons of voting securities representing 30% or more of our common stock or of the combined voting power of all of our voting securities, (b) certain changes in the majority of the members of our Board, (c) certain corporate transactions, such as a merger, reorganization, consolidation or sale of substantially all of our assets, that result in certain changes to the composition of our stockholders, or (d) a complete liquidation or dissolution of JetBlue. Potential payments upon a change in control under the Omnibus Plan are provided in the table below captioned “Potential Payments Upon Termination.”

  141. Potential Payments Upon Termination

    Potential Payments Upon Termination The table below sets forth potential benefits that each NEO would be entitled to receive upon termination of employment under the various circumstances outlined above. The amounts shown in the table are the amounts that would have been payable under existing plans and arrangements if the NEO’s employment had terminated on December 31, 2025. Potential payments to each of Mses. Geraghty, Hurley and Clements and Messrs. St. George and Christie upon the termination of her or his employment or upon a change in control are governed by the terms of the benefit plans in which they participate, including the Severance Plan, the Executive Change in Control Plan, and the Omnibus Plan. None of Ms. Hurley, Ms. Clements, Mr. St. George or Mr. Christie has an employment agreement with the Company. Values for RSU grants and PSU grants are based on our common stock closing price of $4.55 on the NASDAQ Global Select Market on December 31, 2025. The table below does not include the value of equity awards that have already vested by December 31, 2025. The actual amounts that would be payable in these circumstances can only be determined at the time of the executive’s termination or a change in control and accordingly, may differ from the estimated amounts set forth in the table below.

  142. Potential Post-Employment Compensation

    | Table of Contents | Potential Payments Upon Termination or Change in Control |

  143. Potential Post-Employment Compensation

    | Potential Payments Upon Termination or Change in Control | Table of Contents |

  144. Pay Ratio of Chief Executive Officer

    Pay Ratio of Chief Executive Officer

  145. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our NEOs and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.

  146. Pay Versus Performance

    | Fiscal Year | Summary Compensation Table Total for Ms. Geraghty ($)(1) | Summary Compensation Table Total for Mr. Hayes ($)(1) | Compensation Actually Paid to Ms. Geraghty ($)(1)(2)(5) | Compensation Actually Paid to Mr. Hayes ($)(1)(2) | Average Summary Compensation Table Total for non-PEO NEOs ($)(1) | Average Compensation Actually Paid to non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ millions) | | | | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | | GAAP Pre-tax Margin (%)(4) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 5,191,318 | n/a | 971,222 | n/a | 3,223,253 | 1,615,317 | 31 | 85 | (602) | (8.5) | | 2024 | 6757308 | 2,449,496 | 8,122,337 | 1,477,745 | 3,287,291 | 3,112,393 | 54 | 81 | (795) | (9.7) | | 2023 | n/a | 10,779,925 | n/a | 9,082,921 | 5,767,245 | 4,775,072 | 38 | 82 | (310) | (3.5) | | 2022 | n/a | 3,457,274 | n/a | 1,855,782 | 1,430,804 | 970,779 | 45 | 64 | (362) | (4.8) | | 2021 | n/a | 3,449,755 | n/a | 3,439,434 | 1,353,013 | 975,734 | 98 | 98 | (182) | (4.4) |

  147. Pay Versus Performance

    1.Joanna Geraghty has served as our current principal executive officer (PEO) since her appointment on February 12, 2024. Robin Hayes served as our principal executive officer (PEO) through February 12, 2024. The non-PEO named executive officers reflected in columns (d) and (e) include the following individuals: Ursula Hurley (2021-2025), Joanna Geraghty (2021-2023), Carol Clements (2021-2025), Brandon Nelson (2021-2024), Warren Christie (2024-2025), Martin St. George (2024-2025), and Stephen Priest (2021). 2.The following amounts were deducted from / added to Summary Compensation Table (SCT) total compensation in accordance with the SEC-mandated adjustments to calculate Compensation Actually Paid (CAP) to our principal executive officer (PEO) and average CAP to our non-PEO named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards. 2024 Compensation Actually Paid figures have been revised to correct errors in last year’s disclosures from $8,520,530 to $8,122,337 for Ms. Geraghty and from $3,255,475 to $3,112,393 for the average of non-PEO NEOs. 3.The Peer Group for which Total Shareholder Return is provided in column (g) is the NYSE Arca Airline Index. 4.Pre-tax Margin calculated using GAAP figures. 5.The dollar amounts reported in this column represent the amount of “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K and do not reflect total compensation actually realized or received.

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  149. Pay Versus Performance

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  150. Non-PEO NEO Average SCT Total to Average CAP Reconciliation

    | Pay Versus Performance | Table of Contents |

  151. Charts of CAP Versus Performance Metrics

    | Table of Contents | Pay Versus Performance |

  152. Proposal 1: Election of Directors

    Proposal 1: Election of Directors Directors will be elected by a majority of the votes cast at the annual meeting. If a quorum is present, a nominee for election to a position on the Board will be elected if the number of shares voted “for” that nominee exceeds the number of shares voted “against” that nominee. However, a director who fails to receive the required number of votes at the next annual meeting of stockholders at which he or she faces reelection is required to tender his or her resignation to the Board and the Board (excluding the director in question) shall, within 90 days after certification of the election results, decide whether to accept the director’s resignation through a process overseen by the Governance and Nominating Committee (and excluding the director in question from all Board and Committee deliberations). The Board shall promptly disclose its decision and, if applicable, the reasons for rejecting the resignation in a filing with the SEC or in a press release that is widely disseminated. Abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on determining whether the required majority vote has been attained.