DEF 14A of Jetblue Airways Corp, Apr 1, 2024

DEF 14A of Jetblue Airways Corp

Filed Apr 1, 2024 · FY20230001308179-24-000408

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

    | | | | | Other | Committee Memberships* | | | | | | | | Name | Age | Director since | Independent | Public Boards | Audit | Comp | Airline Safety | G&N | ESG Subcommittee | Finance | Technology | | B. Ben Baldanza | 62 | 2018 | Y | 1 | | | | | | | | | Peter Boneparth Independent Board Chair | 64 | 2008 | Y | 1 | | | | | | | | | Monte Ford | 64 | 2021 | Y | 3 | | | | | | | | | Joanna Geraghty | 51 | 2024 | N | 1 | | | | | | | | | Ellen Jewett | 65 | 2011 | Y | 1 | | | | | | | | | Robert Leduc | 68 | 2020 | Y | 2 | | | | | | | | | Teri McClure | 60 | 2019 | Y | 3 | | | | | | | | | Nik Mittal | 52 | 2022 | Y | — | | | | | | | | | Sarah Robb O’Hagan | 51 | 2018 | Y | — | | | | | | | | | Vivek Sharma | 49 | 2019 | Y | — | | | | | | | | | Thomas Winkelmann | 64 | 2013 | Y | — | | | | | | | |

  3. Our Director Nominees

    | | Chair | | | Member | | | Financial Expert | | * | Memberships as of the 2024 annual meeting. |

  4. Our Director Nominees

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 7 |

  5. JetBlue For Good

    JetBlue For Good JetBlue For Good is JetBlue’s platform for social impact and corporate responsibility. Giving back is part of JetBlue’s DNA and is core to our mission of inspiring humanity. Centered around volunteerism and service, JetBlue For Good focuses on the areas that are most important to the airline’s customers and crewmembers—community, youth/education and the environment. Combining JetBlue’s corporate efforts with its customers’ and crewmembers’ passions, the common theme is Good—JetBlue For Good.

  6. 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. The Governance and Nominating Committee considers a wide range of factors when assessing potential nominees. This assessment includes a review of the potential nominee’s judgment, experience, independence and understanding of the Company’s business and of the industry in which the Company operates and such other factors as the Committee concludes are pertinent in light of the current needs of the Board based on the Company’s short and longer term strategy. The Board considers diversity of viewpoints, background, race, gender, LGBTQ+ identity, ethnicity, experience, accomplishments, education and skills when evaluating nominees. The Governance and Nominating Committee formally engaged an external search firm to assist in identifying potential nominees beginning in 2021 and has emphasized the importance of diversity in its instructions to the search firm. As with any board of directors, the Board’s needs change and develop over time. 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, experience, culture and diversity 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, informed by the following considerations:

  7. Director Nominee Selection Process

    | ■ | Director Recruitment: The Board seeks to be composed of individuals who can provide the diversity of skills, expertise and perspectives appropriate for the business and operations of the Company and serving the long-term interests of the stockholders. Periodically, the Governance and Nominating Committee reviews the Company’s medium- and long-term business plans to gauge what additional current and future skills and experience should be represented on the Board. The Governance and Nominating Committee seeks to use the results of the assessment process as it identifies and recruits potential director candidates. | | ■ | Director Tenure Policies: In accordance with the Company’s Corporate Governance Guidelines, any Board member is ineligible to stand for reelection either (i) following the director’s 72nd birthday or (ii) following the director’s 15th anniversary of joining the Board. The Board may elect to extend the Board Chair’s tenure for one additional year (subject to election by the stockholders). | | ■ | Board and Committee Evaluations: The Board conducts an annual self-evaluation, overseen by the Governance and Nominating Committee, to determine whether the Board and its committees are functioning effectively. The assessment focuses on the Board’s contribution to the Company, with a specific focus on the areas in which the Board believes that the Board or any of its committees could improve. | | ■ | Director Onboarding: All new directors participate in the Company’s Orientation Program, which includes attending JetBlue’s new hire orientation class, shadowing airport and other operational leaders, and attending presentations by senior leadership to familiarize the directors with the industry and JetBlue’s strategy. Directors also receive continuing education opportunities. |

  8. 2024 Director Nominees

    2024 Director Nominees There are currently 11 members of our Board. As previously disclosed, on February 16, 2024, we entered into a Director Appointment and Nomination Agreement with Carl C. Icahn and affiliated persons and entities, pursuant to which the Board agreed to appoint two additional directors designated by Mr. Icahn and his affiliates promptly after the 2024 annual meeting. Assuming the election of all nominees, immediately following the 2024 annual meeting, the size of our Board will be increased to 13 directors and Messrs. Jesse Lynn and Steven Miller, who currently serve as Board observers, will be appointed to the Board. At the 2024 annual meeting, 11 directors are to be elected to hold office until the 2025 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 2023 annual meeting or appointed by the Board thereafter. Based on the recommendation of the Governance and Nominating Committee, the Board has nominated each of B. Ben Baldanza, Peter Boneparth, Monte Ford, Joanna Geraghty, Ellen Jewett, Robert Leduc, Teri McClure, Nik Mittal, Sarah Robb O’Hagan, Vivek Sharma and Thomas Winkelmann to be elected as a director of the Company to serve on our Board until the 2025 annual meeting of stockholders and until such time as their respective successors have been duly elected and qualified or until his or her death, disability, 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 2024 annual meeting, any nominee is unable to serve or for good cause will not serve as a director if elected, the Board may reduce the number of directors to eliminate the vacancy or the Board may fill the vacancy at a later date after selecting an appropriate nominee. If a quorum is present, a substitute nominee for election to a position on the Board will be elected by a majority of the votes cast at the 2024 annual meeting. 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 Composition—Board Skills and Experience Matrix.”

  9. 2024 Director Nominees

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 30 |

  10. TO ELECT DIRECTORS

    TO ELECT DIRECTORS

  11. TO ELECT DIRECTORS

    | | What are you voting on? ■ Stockholders are being asked to elect eleven 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 eleven 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 2023 annual meeting or appointed by the Board in 2024. |

  12. TO ELECT DIRECTORS

    | B. BEN BALDANZA Age 62 Director since: 2018 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Audit ■ Airline Safety ■ Finance | Current Roles: ■ Advisory Board for 1-800-Pack-Rat ■ Adjunct Professor of Economics at George Mason University Current Public Company Boards: ■ JetBlue Airways Corporation ■ Six Flags Entertainment Corporation Prior Business and Other Experience, and Qualifications: From 2006 to 2016, Mr. Baldanza was the CEO, President and a member of the Board of Directors of Spirit Airlines, Inc., a commercial passenger airline, and in 2005, its President and Chief Operating Officer. Prior to his role at Spirit, Mr. Baldanza held positions in Finance, Marketing and Operations at other airlines, including American Airlines, Northwest Airlines, Continental Airlines, Taca Airlines and U.S. Airways. He has more than 30 years of experience in the aviation industry and extensive commercial and operational experience with expertise in revenue management and productivity. In addition to those displayed below, Mr. Baldanza’s qualifications and experience include a deep understanding of human resources and labor relations, knowledge of the competitive landscape, experience with government and regulatory affairs, risk management, including commodities risk, customer service and brand enhancement. Key Skills and Experience: | | | | | | | International | | Operations / Logistics | | | | Aviation | | Financial Literacy / Accounting | | | | Corporate Governance | | Human Capital Management | | | | CEO | | Marketing / Brand | | | | Finance / Capital | | Risk Management | | | | Government / Public Policy | | |

  13. TO ELECT DIRECTORS

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 31 |

  14. TO ELECT DIRECTORS

    | PETER BONEPARTH Age 64 Director since: 2008 INDEPENDENT INDEPENDENT BOARD CHAIR JETBLUE BOARD COMMITTEES*: ■ Finance (Chair) ■ Compensation ■ Governance & Nominating | Current Public Company Boards: ■ JetBlue Airways Corporation ■ Kohl’s 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. In addition to those displayed below, Mr. Boneparth’s qualifications and experience include international business experience, knowledge of customer service, oversight of risk management and crewmember relations. Key Skills and Experience: | | | | | | | CEO | | Human Capital Management | | | | Finance / Capital | | Marketing / Brand | | | | Corporate Governance | | Financial Literacy / Accounting | | | | Risk Management | | Government / Public Policy | | MONTE FORD Age 64 Director since: 2021 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Airline Safety ■ Technology | Current Roles: ■ Principal Partner at the Chief Information Officer Strategy Exchange, a membership program for technology executives ■ 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 the Chief Information Officer Strategy Exchange in 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. He has served as a director of several institutions, as well as on the Research Board and CIO Strategy Exchange. 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 | | Human Capital Management | | | | Corporate Governance | | Marketing / Brand | | | | ESG / DEI | | IT / System | | | | Operations / Logistics | | Infrastructure | | | | Digital | | Cyber |

  15. TO ELECT DIRECTORS

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 32 |

  16. TO ELECT DIRECTORS

    | JOANNA GERAGHTY Age 51 Director since: 2024 JETBLUE BOARD COMMITTEES*: ■ Airline Safety ■ Technology | Current Role: ■ 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. (NYSE: LHX), has also served as a member of the board of the JetBlue Foundation, and is chairperson of the board of Concern Worldwide, an international not-for-profit organization. Key Skills and Experience: | | | | | | | Aviation | | Marketing / Brand | | | | Finance / Capital | | Risk Management | | | | Operations / Logistics | | Government / Public Policy | | | | Human Capital Management | | | | ELLEN JEWETT Age 65 Director since: 2011 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Governance & Nominating (Chair) ■ ESG (Chair) ■ Audit ■ Finance | 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: Prior to joining Canoe Point Capital, LLC in 2015, Ms. Jewett was the Managing Director Head of U.S. Government and Infrastructure for BMO Capital Markets, a financial services institution, covering airports and infrastructure banking from 2010 to 2015. Prior to that, Ms. Jewett spent more than 20 years at Goldman, Sachs & Co., a global financial institution, specializing in airport infrastructure financing, most recently serving as head of the public sector transportation group, and previously, as head of the airport finance group. Ms. Jewett served as the President of the Board of the Brearley School through June 2018. She is a Trustee of Children’s Aid in New York City (chair finance and treasurer) and The Hastings Center. In addition to those displayed below, Ms. Jewett’s qualifications and experience include talent management, and experience in the areas of airports and infrastructure. Key Skills and Experience: | | | | | | | Aviation | | Financial Literacy / Accounting | | | | Corporate Governance | | Risk Management | | | | ESG / DEI | | Infrastructure | | | | Finance / Capital | | |

  17. TO ELECT DIRECTORS

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 33 |

  18. TO ELECT DIRECTORS

    | ROBERT LEDUC Age 68 Director since: 2020 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Audit (Chair) ■ Airline Safety ■ Finance | 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 | | Operations / Logistics | | | | CEO | | Financial Literacy / Accounting | | | | Corporate Governance | | Risk Management | | | | Finance / Capital | | Infrastructure | | TERI MCCLURE Age 60 Director since: 2019 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Compensation (Chair) ■ Governance & Nominating ■ ESG | Current Public Company Boards: ■ JetBlue Airways Corporation ■ Fluor Corporation ■ GMS, Inc. ■ 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 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 and risk management oversight. Key Skills and Experience: | | | | | | | International | | Human Capital Management | | | | Aviation | | Marketing / Brand | | | | Corporate Governance | | Risk Management | | | | ESG / DEI | | Government / Public Policy | | | | Operations / Logistics | | |

  19. TO ELECT DIRECTORS

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 34 |

  20. TO ELECT DIRECTORS

    | NIK MITTAL Age 52 Director since: 2022 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Audit ■ Finance ■ ESG | 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 Board: ■ 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 | | | | ESG / DEI | | Government / Public Policy | | | | Finance / Capital | | | | SARAH ROBB O’HAGAN Age 51 Director since: 2018 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Compensation ■ Technology | Current Role: ■ CEO of EXOS, the Human Performance Company Current Public Company Board: ■ JetBlue Airways Corporation Prior Business and Other Experience, and Qualifications: Prior to joining EXOS in 2020, Ms. Robb O’Hagan served as the 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: | | | | | | | International | | Financial Literacy / Accounting | | | | CEO | | Human Capital Management | | | | ESG / DEI | | Marketing / Brand | | | | Digital | | IT / System |

  21. TO ELECT DIRECTORS

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 35 |

  22. TO ELECT DIRECTORS

    | VIVEK SHARMA Age 49 Director since: 2019 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Technology (Chair) ■ Compensation | Current Roles: ■ Adjunct Professor of Data Science at the University of Southern California’s Marshall School of Business Current Public Company Board: ■ 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 | | Human Capital Management | | | | CEO | | IT / System | | | | ESG / DEI | | Cyber | | | | Digital | | | | THOMAS WINKELMANN Age 64 Director since: 2013 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Airline Safety (Chair) ■ Compensation ■ Governance & Nominating ■ ESG | Current Role: ■ Executive Chair of Zeitfracht Group, a logistics company based in Berlin, Germany Current Public Company Board: ■ 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: | | | | | | | International | | Operations / Logistics | | | | Aviation | | Human Capital Management | | | | CEO | | Marketing / Brand | | | | Corporate Governance | | Risk Management | | | | ESG / DEI | | Government / Public Policy |

  23. TO ELECT DIRECTORS

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH NOMINEE. |

  24. TO ELECT DIRECTORS

    | * Memberships as of the 2024 annual meeting. |

  25. TO ELECT DIRECTORS

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 36 |

  26. 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.

  27. Director Compensation

    | COMPENSATION STRUCTURE FOR DIRECTORS FOR 2023 | ($) | | 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: | | | Audit | 15,000 | | Compensation, G&N, Airline Safety and Finance | 10,000 | | New directors DSU grant(2) | 35,000 | | Additional Board Chair retainer (Cash or Equity) | 25,000 |

  28. Director Compensation

    | (1) Directors 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. | | (2) New director DSU grants vest ratably over three years of service. Settlement is deferred until six months following a director’s separation from the Board. |

  29. Director Compensation

    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 2023, Mr. Leduc donated $5,752, Mr. Baldanza donated $2,700, and Ms. Robb O’Hagan donated $900 of the cash portion of their respective Board compensation to the JetBlue Crewmember Crisis Fund, a non-profit organization that assists JetBlue crewmembers facing emergency hardship situations.

  30. Director Compensation

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 37 |

  31. Fiscal Year 2023 Director Compensation

    Fiscal Year 2023 Director Compensation The following table summarizes compensation paid to our non-employee directors for services rendered during the year ended December 31, 2023. 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.

  32. Fiscal Year 2023 Director Compensation

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Robin Hayes(3) | — | — | — | — | | B. Ben Baldanza | 135,000 | 134,997 | 1,657 | 271,654 | | Peter Boneparth | 195,000 | 134,997 | 9,451 | 339,448 | | Monte Ford | 95,000 | 134,997 | 7,583 | 237,580 | | Ellen Jewett | 125,000 | 134,997 | 11,090 | 271,087 | | Robert Leduc | 115,000 | 134,997 | 868 | 250,865 | | Teri McClure | 115,000 | 134,997 | 546 | 250,543 | | Nik Mittal | 105,000 | 134,997 | 9,443 | 249,440 | | Sarah Robb O’Hagan | 90,000 | 134,997 | 6,479 | 231,476 | | Vivek Sharma | 95,000 | 134,997 | 4,960 | 234,957 | | Thomas Winkelmann | 120,000 | 134,997 | 2,677 | 257,674 |

  33. Fiscal Year 2023 Director Compensation

    | (1) Includes 16,443 DSUs or RSUs granted on February 22, 2023 to the then-sitting directors. At December 31, 2023, 62,778 DSUs remained outstanding for Mr. Winkelmann, 62,398 for Mr. Boneparth, 50,496 for Ms. Jewett, 48,030 for Mr. Baldanza, 40,691 for Ms. McClure, 28,352 for Mr. Leduc, 22,764 for Ms. Robb O’Hagan, 15,228 for Mr. Sharma, 8,358 for Mr. Ford and 4,342 for Mr. Mittal. At December 31, 2023, 16,443 RSUs remained outstanding for each of Messrs. Boneparth, Ford, Mittal and Sharma and Mses. Jewett 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, 2023, 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 2023, 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) Mr. Hayes was employed by the Company in 2023. He did not receive any additional compensation for his director service to the Company. Mr. Hayes’ compensation is reported in the Summary Compensation Table on page 58 of this Proxy Statement. |

  34. Fiscal Year 2023 Director Compensation

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 38 |

  35. Non-Recurring Compensation Matters

    Non-Recurring Compensation Matters As mentioned in the letter above from our Chair of the Compensation Committee, Ms. McClure, 2023 was a year in which the Company’s executive compensation program included payouts under and grants of certain non-recurring compensation arrangements. In order to address the unplanned departure of NEOs and compensation limitations due to the Government Support (as defined below), we previously implemented the ERAs to come due upon the expiration of the Government Support limitations in 2023. Also, in 2023, we granted Transaction Incentive Awards and a special, one-time equity-based retention award to Ms. Geraghty in connection with her entry into an employment agreement with a three-year term. The tables throughout this Compensation Discussion and Analysis will include these compensation items, which are non-recurring and not representative of our ongoing compensation program and philosophy, but were implemented to address specific needs. Our ongoing executive pay program is described below, and we are providing this executive summary of non-recurring compensation decisions to provide context and supplement our executive pay program and philosophy. CARES Act-Related Compensation Restrictions. Following the onset of the COVID-19 pandemic in March 2020, we participated in multiple government support programs which had implications for our executive compensation arrangements, including The CARES Act, the United States Consolidated Appropriations Act, 2021, and the American Rescue Plan Act of 2021 (collectively referred to as the “Government Support”). These imposed meaningful compensation limitations during an unprecedented and difficult time in this industry, creating a challenging compensation and retention environment. In accordance with any grants and/or loans received under the Government Support programs, we were required to comply with the relevant provisions of the related acts which, among other things, included various restrictions on certain executive compensation, which applied to our NEOs starting in March 2020 and continued to apply until April 2023. This restricted the Board’s ability to recognize, retain and provide market compensation to our executives and contributed to the unplanned resignations of two executive officers in 2021. Subject to the limitations of the Government Support programs, the Board and Compensation Committee adopted other strategies deemed necessary to help ensure key leaders of the Company with deep airline industry expertise continue to steward the Company during the unprecedented economic disruption caused by the COVID-19 pandemic, and the uncertainty to air travel and threat to the future success of JetBlue created thereby. The ERAs were designed to retain and motivate our key leaders and to further align their interests with those of our stockholders. They were also granted during a time when the Compensation Committee was faced with the need to stabilize and motivate the leadership team. Most of the ERAs were settled in 2023. Both the Board and Committee believe the awards were a critical and effective tool for retaining our key leaders. Transaction Incentive Awards. During 2023, in connection with the proposed merger with Spirit Airlines, the Compensation Committee and the Board approved Transaction Incentive Awards comprised of cash (25%), performance stock units (“PSUs”) (25%) and restricted stock units (“RSUs”) (50%). The design, described in more detail below, was intended to retain and motivate our NEOs and to further align their interests with those of our stockholders throughout the planning and completion of the merger and the integration of the two companies. The PSU component of the awards was forfeited in connection with the termination of the transaction with Spirit Airlines announced on March 4, 2024.

  36. Non-Recurring Compensation Matters

    Ms. Geraghty’s Special Equity Award. In connection with her entry into an employment agreement with a three-year term in June 2023, the Board approved a special, one-time equity-based retention award of RSUs with a grant date value of $2,000,000, vesting in full on May 31, 2026, subject to continued employment and the terms and conditions of an award agreement and our Omnibus Plan. The equity award was designed to support retention and succession planning through the integration following the planned Spirit transaction. In satisfaction of this commitment, on June 22, 2023 we granted Ms. Geraghty 245,700 RSUs, which had an aggregate grant date fair value of $1,999,998. The table below includes the total amount of non-recurring compensation for 2023 for each NEO.

  37. Non-Recurring Compensation Matters

    | Name | ERAs Settled in 2023 ($) | Transaction Incentive Awards ($)(1) | Special Equity Awards ($) | Total Non-Recurring Compensation ($) | | Robin Hayes | 3,060,867 | 2,000,000 | — | 5,060,867 | | Joanna Geraghty | 1,724,917 | 1,100,000 | 1,999,998 | 4,824,915 | | Ursula Hurley | 1,925,267 | 1,500,000 | — | 3,425,267 | | Brandon Nelson | 1,306,267 | 1,250,000 | — | 2,556,267 | | Carol Clements | — | 700,000 | — | 700,000 |

  38. Non-Recurring Compensation Matters

    | (1) Includes the cash portion of the Transaction Incentive Awards, which is not yet paid or included in the Summary Compensation Table below. |

  39. Determining Executive Compensation

    | ■ | Competitive Peer Group Survey; | | ■ | Leadership Input; and | | ■ | Annual Performance Reviews. |

  40. Compensation Consultant

    Compensation Consultant The Compensation Committee is authorized to retain and terminate compensation consultants, legal counsel or other advisors to the Compensation Committee and to approve the engagement of any such consultant, counsel or advisor, to the extent it deems necessary or appropriate after specifically analyzing the independence of any such consultant retained by the Compensation Committee. 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 advisor on matters of executive compensation for 2023. Pay Governance also evaluates compensation for non-employee directors, compensation of other levels of senior leadership, and equity compensation programs generally. For 2023, the Compensation Committee assessed the independence of Pay Governance pursuant to the SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Pay Governance from independently representing 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 2023 compensation levels for executives other than the CEO. The Compensation Committee and Pay Governance 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 2023, 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 whether to adjust the formulaic amount, and the general range of adjustments to apply. Pay Governance reports directly to the Compensation Committee and all services performed by Pay Governance were under the direction of the Compensation Committee.

  41. Competitive Peer Group Survey – Market Assessment

    Competitive Peer Group Survey – Market Assessment Prior to the start of 2023, 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:

  42. Competitive Peer Group Survey – Market Assessment

    | ■ | 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. | | ■ | Hawaiian Holdings, Inc. |

  43. Competitive Peer Group Survey – Market Assessment

    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 that 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 their 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.

  44. Competitive Peer Group Survey – Market Assessment

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 46 |

  45. Best Practices in Compensation Governance

    | WE DO | | WE DO NOT | | | | Emphasize performance-based, at risk pay | | No tax gross ups in plans or arrangements | | | Apply rigorous, stockholder-aligned performance objectives for executive cash incentive award payments | | No repricing without stockholder approval | | | Consider risk in our executive compensation program | | No executive-only retirement benefits | | | Compensation Committee engages an independent consultant | | No evergreen provisions in our compensation plans | | | Have executive stock ownership guidelines (including 6x base salary for CEO) | | No excessive perquisites | | | Have director stock ownership requirements | | No guaranteed bonuses or annual cash incentive awards | | | Grant equity awards with vesting schedules over at least one year and the majority over three years | | No hedging or pledging of JetBlue securities | | | 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 | | | | | Emphasize a transparent and just culture | | | | | Review share utilization annually | | | | | Devote significant time to leadership succession and leadership development efforts | | | | | Limit executive perquisites; executive health and welfare benefits are same as other salaried crewmembers | | | | | Have double-trigger change in control provisions in our equity plans | | | | | Have our equity plans administered by an independent committee | | | | | Cap our incentive plans at 200% of target | | | | | Use multiple metrics with little overlap to avoid “feast or famine” payout situations | | | | | Tie ESG to executive compensation | | |

  46. Annual Performance Review

    Annual Performance Review

  47. 2023 TARGET TOTAL DIRECT COMPENSATION MIX*

    | * Target Total Direct Compensation does not include ERAs settled during 2023, or Transaction Incentive Awards or special equity awards granted during 2023. |

  48. LONG-TERM INCENTIVES

    LONG-TERM INCENTIVES

  49. LONG-TERM INCENTIVES

    | * For more information on Absolute EBITDA and Absolute and Relative Pre-Tax Margin, which are non-GAAP measures, please refer to Appendix A ” Regulation G Reconciliation of Non-GAAP Financial Measures.” | | ** As a result of the termination of the merger agreement with Spirit Airlines on March 4, 2024, the Integration Milestones achieved 0% and then transitioned to a Relative Pre-Tax Margin metric for the remaining performance period. |

  50. LONG-TERM INCENTIVES

    | DESIGN COMPENSATION PLANS WITH PROVISIONS TO MITIGATE UNDUE RISK | | | ■ | Our executive compensation performance metrics drive longer term performance. | | ■ | Our short term metrics are diverse and include Pre-Tax Margin, Controllable Costs and Customer Index. | | ■ | Our annual and long-term performance awards are based on different metrics that we believe align with long-term business priorities. | | ■ | Our clawback policy (as updated to reflect Dodd-Frank requirements and included as an exhibit to our 2023 Annual Report on Form 10-K) serves as a risk mitigator. | | ■ | Our incentive compensation payments are capped at a maximum of 200% of target. | | ■ | Due to Government Support restrictions, as noted elsewhere, there were additional limits on our NEO compensation into 2023. |

  51. LONG-TERM INCENTIVES

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 49 |

  52. Summary of Fiscal Year 2023 Compensation Program

    | | Reward Element | Objective | Key Features | How Award Value is Calculated | 2023 Decisions | | | Base Salary | To attract and retain the best talent. | Fixed element of compensation paid in cash. | Reviewed against individual’s level of skill, experience and responsibilities; compared against a group of comparably sized corporations and industry peers. | Base salary adjusted to maintain competitiveness. Limited as necessary to comply with Government Support restrictions. | | | Annual Cash Incentive Awards | To motivate and incentivize performance over a one-year period. | Award value and measures are reviewed annually to ensure they support our strategy. | Performance is measured against financial and operational corporate performance targets and individual goals. | The portion of the award tied to a corporate performance factor paid out at 93.4%. For the individual component, all NEOs met or exceeded target. | | | Long-Term Incentive Equity Award (RSUs) | To incentivize performance and retention over the long-term; aligns leaders’ interests with long-term interests of stockholders. | Performance is measured annually and equity vests ratably over three years, subject to forfeiture. | Based on achievement of individual and corporate performance goals | All NEOs met or exceeded targets. | | | Long-Term Incentive Awards (PSUs and PCAs) | To motivate and incentivize sustained performance over the long-term; aligns leaders’ interests with long-term interests of stockholders. | Performance is measured at the end of a three-year period. PSUs payout, if at all, in common stock. PCAs payout, if at all, in cash. | Based on achievement of three performance metrics. | Performance period 2021 – 2023 settled in early 2024. 2022 – 2024 and 2023 – 2025 performance periods are in progress. |

  53. Summary of Fiscal Year 2023 Compensation Program

    We also provide health and welfare benefits, available to our full-time crewmembers, including medical, dental, life insurance and disability programs; a 401(k) plan; severance plans and change in control severance plans. We provide retirement benefits (a 401(k) plan open to all crewmembers) and limited perquisites including space available flight privileges for all crewmembers, and, as is common in the airline industry, positive space flight privileges for executive officers and their immediate family members; possible relocation assistance for supervisor level and above; and a wellness physical for executives designed to further business continuity, available every other year.

  54. Annual Cash Incentive Awards

    Annual Cash Incentive Awards

  55. Annual Cash Incentive Awards

    | KEY HIGHLIGHTS: | | | ■ | Due to continued uncertainties associated with the continued impact of the COVID-19 pandemic on air travel return and country re-openings, we continued to set goals and measure performance over two semi-annual periods. | | ■ | In 2023, we introduced modifiers to bolster our focus on achieving crewmember (“CM”) engagement and safety. |

  56. Annual Cash Incentive Awards

    For 2023, the Compensation Committee approved the following target annual cash incentive award opportunities for our NEOs:

  57. Annual Cash Incentive Awards

    | Executive | Target Annual Cash Incentive Award Opportunity (% of Salary) | | Robin Hayes | 200 | | Joanna Geraghty | 150 | | Ursula Hurley | 100 | | Brandon Nelson | 80 | | Carol Clements | 70 |

  58. Annual Cash Incentive Awards

    For 2023, the annual cash incentive award was based 75% on our corporate performance factor and 25% on individual performance of goals set at the beginning of the year for all of the NEOs. The Compensation Committee may adjust the formulaic funding upwards or downwards by up to 35%, including reduction of payout to 0%, based on qualitative and quantitative factors. For 2023, the Compensation Committee did not adjust the formulaic funding of the plan, which was determined entirely by the performance results as described below.

  59. Annual Cash Incentive Awards

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 51 |

  60. Corporate Performance Factor

    | Measure | Half-Year Weight | H1 Performance % | H1 Payout % | H2 Performance % | H2 Payout % | Full Year Payout % | CM Engagement Modifier | Safety Modifier | Full Year Payout Achieved | | Pre-Tax Margin | 16.7% | 200% | 33.3% | 0% | 0% | | | | | | Controllable Costs | 16.7% | 116.7% | 19.4% | 0% | 0% | 78.4% | +10 pts | +5 pts | 93.4% | | Customer Index | 16.7% | 95% | 15.8% | 59.2% | 9.9% | | | | | | Total | 50% | | 68.5% | | 9.9% | | | | |

  61. Long-Term Incentive Awards

    Long-Term Incentive Awards

  62. Long-Term Incentive Awards

    | KEY HIGHLIGHTS: | | | ■ | Prior to COVID-19, the Company awarded RSUs and PSUs consistent with its typical annual equity grant practices. | | ■ | In light of the pandemic, the Company elected to pause 2020 grants of PSU awards, and no substitute awards or adjustments to other elements of compensation were made to replace the value of the PSU awards. | | ■ | In 2021, we reinstated the PSU program with a view toward leadership retention, establishing metrics and targets intended to pay out in 2024. | | ■ | In 2022, we did not grant PSUs but instead granted PCAs intended to pay out in 2025. | | ■ | In 2023, we granted PSUs intended to pay out in 2026. |

  63. Long-Term Incentive Awards

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 52 |

  64. Long-Term Incentive Awards

    All of the long-term incentive elements of our compensation program for our NEOs either vest over a multi-year period or include long-term performance measures. Long-term incentive award grants directly align NEOs’ interests with the interests of stockholders by rewarding achievement of long-term performance goals and increases in the value. Such grants enable us to attract, retain and motivate highly qualified individuals for leadership positions within the Company. We award RSUs, based on the achievement of individual goals set the previous year, and with a three-year service-based vesting period, to retain and motivate our crewmembers, including our NEOs. We also use PSUs which are earned based on the Company’s three-year performance relative to pre-defined goals.

  65. Restricted Stock Units

    Restricted Stock Units We grant equity in the form of RSUs in connection with our annual performance review process, and upon hire or promotion. RSUs are granted following the Compensation Committee meeting early in the year and vest in equal annual installments over the next three years and are generally forfeitable if the leader were to leave the Company before the awards are fully vested. Based on the NEO’s role, we determine the NEO’s target opportunity, as shown in the table below. Individuals may receive between 0% to 200% of target based on their performance, as assessed by the Compensation Committee and Mr. Hayes.

  66. Restricted Stock Units

    | Name and Title | 2023 Target Opportunity for RSUs ($) | | Robin Hayes | 1,750,000 | | Joanna Geraghty | 1,250,000 | | Ursula Hurley | 950,000 | | Brandon Nelson | 650,000 | | Carol Clements | 500,000 |

  67. Performance Stock Units

    Performance Stock Units For the performance period 2023-2025, the Company’s long-term incentive metrics included Absolute Pre-Tax Margin (to reinforce the need to ensure profitability over the performance period), Integration Milestones (to address the strategic importance of the successful completion of the merger with Spirit Airlines and integration of the two companies), and an ESG Performance Index (to incorporate feedback from our stockholders and support other business priorities), weighted at 50%, 25% and 25%, respectively. Given uncertainty surrounding the Spirit transaction, the original terms of the award included a proviso that, should the merger not be consummated, the Integration Milestones achieve 0% and then transition to a Relative Pre-Tax Margin metric for the remaining performance period. As a result of the termination of the merger agreement on March 4, 2024, this substitution has taken effect. The number of PSUs earned at the end of the three-year performance period will vary based on the actual performance over that period. The value earned will be delivered in Company common stock following the completion of a three-year performance period, subject to our performance against the pre-established corporate goals and certification by the Compensation Committee. Payouts in respect of the 2023 PSU awards may range from 0 to 200% of the target award based on the Company’s performance measured against these metrics. The 2023 PSU opportunities for each of our NEOs, assuming target performance goals are achieved, are shown in the table below.

  68. Performance Stock Units

    | Name and Title | 2023 Target Opportunity for PSUs ($) | | Robin Hayes | 1,750,000 | | Joanna Geraghty | 1,250,000 | | Ursula Hurley | 950,000 | | Brandon Nelson | 650,000 | | Carol Clements | 500,000 |

  69. Performance Stock Units

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 53 |

  70. Vesting of 2021 Performance Stock Units

    Vesting of 2021 Performance Stock Units In April 2021, the Compensation Committee approved grants of PSUs, subject to a three-year performance period. The 2021-2023 performance cycle completed on December 31, 2023, but vesting remained subject to certification of performance results by the Compensation Committee. The metrics for the 2021 PSUs were EBITDA, adjusted debt to capital ratio and an ESG index, weighted at 40%, 40% and 20%, respectively. Depending upon actual Company performance relative to these performance goals, the exact number of units that could have vested ranged from 0 to 200% of the target award. 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 2021 PSUs. The following table summarizes the performance results with respect to each of the performance measures applicable to the 2021 LTIP PSU grants.

  71. Vesting of 2021 Performance Stock Units

    | Performance Measures – 2021-2023 | Weight | Target | Actual | Performance % | Payout | | EBITDA | 40% | $1.5B | $0.6B | 0% | –% | | Adjusted Debt to Cap Ratio | 40% | 52% | 59.3% | 59.4% | 23.8% | | ESG Index | 20% | 100% | 146.9% | 146.9% | 29.9% | | | | | | TOTAL | 53.2% |

  72. Vesting of 2021 Performance Stock Units

    The following table summarizes the number of 2021 PSUs granted and the number of units to be paid out with respect to such grants for our NEOs. Since these awards were subject to Compensation Committee certification at December 31, 2023, the awards are reflected as outstanding awards in the “Outstanding Equity Awards at Fiscal Year End” table. Based on the results of the three metrics, in March 2024 the Compensation Committee certified the performance level of 53.2%.

  73. Vesting of 2021 Performance Stock Units

    | | Vesting of 2021 Performance Unit Grants | | | Name | Units at Grant Date (#) | Vested Units (#) | | Robin Hayes | 79,225 | 28,546 | | Joanna Geraghty | 46,948 | 16,219 | | Ursula Hurley(1) | – | – | | Brandon Nelson | 8,802 | 2,595 | | Carol Clements(2) | – | – |

  74. Vesting of 2021 Performance Stock Units

    | (1) Ms. Hurley was not eligible for a PSU award in 2021. | | (2) Ms. Clements joined the Company in 2021 after the PSUs awards were made. |

  75. 2023 Target Total Direct Compensation

    | Executive | 2023 Base Salary ($) | 2023 Target Annual Cash Incentive Award Opportunity ($) | 2023 Target Opportunity for RSUs ($) | 2023 Target Opportunity for PSUs ($) | 2023 Target Total Direct Compensation ($) | | Robin Hayes | 725,000 | 1,450,000 | 1,750,000 | 1,750,000 | 5,675,000 | | Joanna Geraghty | 650,000 | 975,000 | 1,250,000 | 1,250,000 | 4,125,000 | | Ursula Hurley | 575,000 | 575,000 | 950,000 | 950,000 | 3,050,000 | | Brandon Nelson | 550,000 | 440,000 | 650,000 | 650,000 | 2,290,000 | | Carol Clements | 530,000 | 371,000 | 500,000 | 500,000 | 1,901,000 |

  76. Transaction Incentive Awards

    Transaction Incentive Awards In connection with the Company's proposed transaction with Spirit Airlines, Inc., on April 25, 2023 and April 27, 2023 the Compensation Committee and the Board approved the Transaction Incentive Awards comprised of cash (25%), PSUs (25%) and RSUs (50%) for the NEOs. The cash portion of the Transaction Incentive Award is designed to recognize and reward the efforts by the NEOs in negotiating and working towards implementation of the Spirit transaction, while promoting near-term retention. The cash portion will vest on the first anniversary of the grant date and is subject to the NEO's continued employment with the Company. The Transaction Incentive Awards were designed to recognize efforts by the NEOs necessary to achieve a successful completion of the merger with Spirit Airlines and integration of the two companies. The cash portion will vest on the first anniversary of the grant date and is subject to the NEO’s continued employment with the Company. The RSU and PSU portions of the Transaction Incentive Awards were granted under, and pursuant to the terms and conditions of, our Omnibus Plan. The RSUs are designed to retain our NEOs and to further align their interests with those of our stockholders pending the Spirit transaction closing and during the integration of the two companies. The RSUs will cliff vest on the second anniversary of the grant date and are otherwise subject to the same terms and conditions provided under the form of RSU award agreement previously disclosed by the Company. The PSUs are designed to incentivize and reward the NEOs for closing and integration of the planned Spirit transaction while simultaneously promoting achievement of pre-established performance goals. The PSUs provide that they will settle as soon as reasonably practicable following the certification of performance results by the Compensation Committee, based on the level of achievement of pre-established performance goals and subject to the consummation of the merger, following a three-year performance period commencing on January 1, 2023 and subject to the terms and conditions of the form of PSU award agreement previously disclosed by the Company. The Transaction Incentive PSUs were forfeited due to the termination of the merger agreement with Spirit Airlines on March 4, 2024. The Compensation Committee and the Board determined that the three components of the Transaction Incentive Awards would collectively reward, retain and incentivize the NEOs for their efforts, while also continuing to tie pay to performance (including but not limited to the successful integration of the two companies).

  77. Transaction Incentive Awards

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 55 |

  78. Transaction Incentive Awards

    The below tables includes the target amounts for the Transaction Incentive Awards to each NEO.

  79. Transaction Incentive Awards

    | Name | Transaction Incentive Awards ($) | | Robin Hayes | 2,000,000 | | Joanna Geraghty | 1,100,000 | | Ursula Hurley | 1,500,000 | | Brandon Nelson | 1,250,000 | | Carol Clements | 700,000 |

  80. Ms. Geraghty Special, One-Time Award

    Ms. Geraghty Special, One-Time Award In connection with the entry into an employment agreement with a three-year term in June 2023, the Board approved a special, one-time equity-based retention award of RSUs with a grant date value of $2,000,000, vesting on May 31, 2026, subject to the terms and conditions of an award agreement and our Omnibus Plan. The equity award is designed to support retention and succession planning through the integration following the planned Spirit transaction. In satisfaction of this commitment, on June 22, 2023 we granted Ms. Geraghty 245,700 RSUs, which had an aggregate grant date fair value of $1,999,998.

  81. Results of the 2023 Advisory Vote on Executive Compensation (“Say-on-Pay”)

    Results of the 2023 Advisory Vote on Executive Compensation (“Say-on-Pay”) At our 2023 annual meeting of stockholders, our stockholders were asked to approve, on an advisory basis, the Company’s fiscal 2022 NEOs’ compensation (“say-on-pay”). Approximately 88.4% of the aggregate votes cast on the “say-on-pay” proposal at that meeting were voted in favor of the proposal. We considered the input and feedback of our stockholders on the structure and design of our executive compensation programs, and concurrently with discussions with our stockholders on these topics, we made changes to our programs in 2023, including to remove an excise tax gross-up provision from our Executive Change in Control Plan (as defined below) for excess parachute payments (as defined in Section 280G of the Internal Revenue Code) that applied to the Company’s senior leaders, including the NEOs. The Compensation Committee strives to continue to ensure that the design of the Company’s executive compensation programs is focused on long-term stockholder value creation, emphasizes pay for performance and does not encourage the taking of short-term risks at the expense of long-term results. The Compensation Committee intends to continue to use the “say-on-pay” vote as a guidepost for stockholder sentiment and continues to take into account stockholder feedback in making compensation decisions.

  82. Post-Employment Benefits

    | ■ | 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”), our Amended and Restated 2011 Incentive Compensation Plan (the “2011 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, we match crewmember contributions under this plan 100% up to 5% of eligible earnings (for 2023, the matching contribution for each NEO was $16,500, 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 and 2011 Plan generally include retirement provisions for retirement eligible crewmembers, which provide for continued vesting of RSUs, PCAs and PSUs. |

  83. Tax Considerations

    Tax Considerations With exceptions only for compensation paid pursuant to certain binding contracts 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 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.

  84. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table provides certain information concerning the compensation earned by NEOs for services rendered to us during the years ended December 31, 2023, 2022 and 2021:

  85. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Robin Hayes Chief Executive Officer | 2023 | 722,917 | 3,060,867 | 5,449,979 | 1,514,200 | 31,962 | 10,779,925 | | | 2022 | 693,750 | — | 1,299,995 | 1,429,000 | 34,529 | 3,457,274 | | | 2021 | 593,750 | — | 2,424,975 | 410,000 | 21,030 | 3,449,755 | | Joanna Geraghty President and Chief Operating Officer | 2023 | 647,917 | 1,724,917 | 5,574,982 | 1,018,200 | 27,981 | 8,993,997 | | | 2022 | 620,000 | — | 849,992 | 979,500 | 18,676 | 2,468,168 | | | 2021 | 536,750 | — | 1,524,965 | 371,000 | 26,062 | 2,458,777 | | Ursula Hurley Chief Financial Officer | 2023 | 498,667 | 1,925,267 | 3,374,982 | 600,500 | 44,746 | 6,444,162 | | | 2022 | 306,417 | — | — | 175,000 | 41,912 | 523,329 | | | 2021 | 276,412 | — | 99,987 | 110,000 | 28,722 | 515,121 | | Brandon Nelson General Counsel and Corporate Secretary | 2023 | 530,833 | 1,306,267 | 2,587,486 | 459,500 | 27,232 | 4,911,318 | | | 2022 | 468,333 | — | 149,986 | 350,000 | 38,447 | 1,006,766 | | | 2021 | 438,750 | — | 319,994 | 220,000 | 27,924 | 1,006,668 | | Carol Clements Chief Digital and Technology Officer | 2023 | 528,750 | — | 1,774,996 | 387,500 | 28,255 | 2,719,501 | | | 2022 | 513,750 | — | 599,990 | 411,000 | 200,213 | 1,724,953 | | | 2021 | 342,629 | 25,000 | 519,981 | 201,141 | 129,520 | 1,218,271 |

  86. SUMMARY COMPENSATION TABLE

    | (1) Compensation reported for 2023 under this column consists of Executive Retention Awards paid during 2023. 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 2023, include the RSUs granted based on the individual’s and the Company’s performance in 2022, the RSU portion of the Transaction Incentive Awards and, for Ms. Geraghty, the special, one-time equity-based retention award. The PSUs granted in 2023, including the PSU portion of the Transaction Incentive Awards, are reported based on performance at target, but, if maximum performance levels are attained, the grant date fair values for the PSUs granted in 2023 would be as follows: Mr. Hayes—$4,499,984, Ms. Geraghty—$3,049,982, Ms. Hurley—$2,649,981, Mr. Nelson—$1,924,982 and Ms. Clements—$1,349,994. Please refer to Note 7 on our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2023, 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 Transaction Incentive Awards. | | (3) For more information on the annual cash incentive awards earned in 2023, see “Compensation Discussion and Analysis—FY 2023 Compensation Decisions—Annual Cash Incentive Awards” above. | | (4) All Other Compensation for 2023 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 2023 for each of Messrs. Hayes and Nelson, and each of Mses. Geraghty, Hurley and Clements was $16,500. |

  87. SUMMARY COMPENSATION TABLE

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 59 |

  88. 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, 2023:

  89. GRANTS OF PLAN-BASED AWARDS

    | | | 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 ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Robin Hayes | | | | | | | | | | | RSU | 4/11/2023 | — | — | — | — | — | — | 311,173 | 2,199,993 | | Transaction Incentive RSU(5) | 4/27/2023 | — | — | — | — | — | — | 145,348 | 999,994 | | PSU | 4/11/2023 | — | — | — | 123,762 | 247,524 | 495,048 | — | 1,749,995 | | Transaction Incentive PSU(6) | 4/27/2023 | — | — | — | 36,337 | 72,674 | 145,348 | — | 499,997 | | Annual Cash Incentive | | 725,000 | 1,450,000 | 2,900,000 | — | — | — | — | — | | Joanna Geraghty | | | | | | | | | | | RSU | 4/11/2023 | — | — | — | — | — | — | 212,164 | 1,499,999 | | Transaction Incentive RSU(5) | 4/27/2023 | — | — | — | — | — | — | 79,941 | 549,994 | | Special RSU(7) | 6/22/2023 | — | — | — | — | — | — | 245,700 | 1,999,998 | | PSU | 4/11/2023 | — | — | — | 88,402 | 176,803 | 353,606 | — | 1,249,997 | | Transaction Incentive PSU(6) | 4/27/2023 | — | — | — | 19,985 | 39,970 | 79,940 | — | 274,994 | | Annual Cash Incentive | | 487,500 | 975,000 | 1,950,000 | — | — | — | — | — | | Ursula Hurley | | | | | | | | | | | RSU | 4/11/2023 | — | — | — | — | — | — | 183,875 | 1,299,996 | | Transaction Incentive RSU(5) | 4/27/2023 | — | — | — | — | — | — | 109,011 | 749,996 | | PSU | 4/11/2023 | — | — | — | 67,185 | 134,370 | 268,740 | — | 949,996 | | Transaction Incentive PSU(6) | 4/27/2023 | — | — | — | 27,253 | 54,505 | 109,010 | — | 374,994 | | Annual Cash Incentive | | 287,500 | 575,000 | 1,150,000 | — | — | — | — | — | | Brandon Nelson | | | | | | | | | | | RSU | 4/11/2023 | — | — | — | — | — | — | 141,442 | 999,995 | | Transaction Incentive RSU(5) | 4/27/2023 | — | — | — | — | — | — | 90,843 | 625,000 | | PSU | 4/11/2023 | — | — | — | 45,969 | 91,937 | 183,874 | — | 649,995 | | Transaction Incentive PSU(6) | 4/27/2023 | — | — | — | 22,711 | 45,421 | 90,842 | — | 312,496 | | Annual Cash Incentive | | 220,000 | 440,000 | 880,000 | — | — | — | — | — |

  90. GRANTS OF PLAN-BASED AWARDS

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 60 |

  91. GRANTS OF PLAN-BASED AWARDS

    | | | 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 ($)(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Carol Clements | | | | | | | | | | | RSU | 4/11/2023 | — | — | — | — | — | — | 106,082 | 750,000 | | Transaction Incentive RSU(5) | 4/27/2023 | — | — | — | — | — | — | 50,872 | 349,999 | | PSU | 4/11/2023 | — | — | — | 35,361 | 70,721 | 141,442 | — | 499,997 | | Transaction Incentive PSU(6) | 4/27/2023 | — | — | — | 12,718 | 25,436 | 50,872 | — | 175,000 | | Annual Cash Incentive | | 185,500 | 371,000 | 742,000 | — | — | — | — | — |

  92. GRANTS OF PLAN-BASED AWARDS

    | (1) Represents annual cash incentive awards and one-time transaction 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 payouts for annual cash incentives are based on performance goals established at the beginning of the year and are therefore completely at risk. The performance goals for determining the payouts are described in “Compensation Discussion and Analysis—FY 2023 Compensation Decisions—Annual Cash Incentive Awards” above. Actual payouts are reported in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table. For transaction cash incentive awards, the Target column reflects a one-time payout that will be paid in the second quarter of 2024 in recognition of work related to our proposed acquisition of Spirit. | | (2) Represents PSUs granted under our Omnibus Plan in 2023, which will be paid, if at all, based on the Company’s performance in years 2023 – 2025 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). | | (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, for the RSUs granted as part of the Transaction Incentive Awards, also in footnote 5 below of this 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 2023 Annual Report on Form 10-K for further discussion related to the assumptions used in our valuations of RSUs and PSUs. | | (5) Represents the RSU portion of the Transaction Incentive Awards granted under our Omnibus Plan. The RSUs vest on the second anniversary of April 27, 2023 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). | | (6) Represents the PSU portion of the Transaction Incentive Awards granted under our Omnibus Plan. Subject to the NEO’s continued employment, the PSUs vest on the third anniversary of April 27, 2023, subject to meeting certain performance goals for fiscal years 2023, 2024 and 2025 and subject to the consummation of our acquisition of Spirit Airlines. The PSUs were forfeited due to the termination of the merger with Spirit Airlines. | | (7) Represents special, one-time equity-based retention award granted to Ms. Geraghty. The RSUs vest subject to Ms. Geraghty’s continued employment through May 2026. Pursuant to her employment agreement, in the event that Ms. Geraghty is terminated for any reason before the first anniversary of the grant date of the RSUs, the entire award is forfeited, and if she is terminated without “cause” or resigns with “good reason” at any time on or after the first anniversary of the grant date of the RSUs, a pro-rata portion of the RSUs are eligible to vest based on the number of days she served following the grant date, as discussed in more detail in “Potential Payments upon Termination or Change in Control” below). |

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table sets forth information concerning all outstanding equity awards for each NEO at December 31, 2023:

  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Stock Awards | | | | | Name | Grant Date(1) | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)(3) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Robin Hayes | 2/25/2021 | 22,060 | 122,433 | — | — | | | 4/13/2021 | — | — | 53,658 | 297,802 | | | 2/23/2022 | 54,050 | 299,978 | — | — | | | 4/11/2023 | 296,918 | 1,647,895 | 495,048 | 2,747,516 | | | 4/27/2023 | 138,689 | 769,724 | 36,337 | 201,670 | | Joanna Geraghty | 2/25/2021 | 15,674 | 86,991 | — | — | | | 4/13/2021 | — | — | 30,487 | 169,203 | | | 2/23/2022 | 37,037 | 205,555 | | | | | 4/11/2023 | 212,164 | 1,177,510 | 353,606 | 1,962,513 | | | 4/27/2023 | 79,941 | 443,673 | 19,985 | 110,917 | | | 6/22/2023 | 245,700 | 1,363,635 | — | — | | Ursula Hurley | 2/25/2021 | 1,742 | 9,668 | — | — | | | 4/11/2023 | 183,875 | 1,020,506 | 268,740 | 1,491,507 | | | 4/27/2023 | 109,011 | 605,011 | 27,253 | 151,251 | | Brandon Nelson | 2/25/2021 | 3,832 | 21,268 | — | — | | | 4/13/2021 | — | — | 4,878 | 27,073 | | | 2/23/2022 | 6,536 | 36,275 | — | — | | | 4/11/2023 | 141,442 | 785,003 | 183,874 | 1,020,501 | | | 4/27/2023 | 90,843 | 504,179 | 22,711 | 126,043 | | Carol Clements | 6/24/2021 | 10,008 | 55,544 | — | — | | | 2/23/2022 | 26,144 | — | — | — | | | 4/11/2023 | 106,082 | — | 141,442 | 785,003 | | | 4/27/2023 | 50,872 | 282,340 | 12,718 | 70,585 |

  95. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Please refer to the table below for the applicable vesting schedules of outstanding RSU and PSU awards. As discussed in more detail in “Potential Payments upon Termination or Change in Control” below, vesting of these awards is generally subject to continued employment on the vesting or 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. |

  96. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 63 |

  97. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Grant Date | Vesting Schedule | | 2/25/2021 | One-third in three equal annual installments beginning on February 25, 2022 | | 4/13/2021 | Three-year cliff vesting beginning on April 13, 2021, subject to meeting certain performance goals for fiscal years 2021, 2022 and 2023, payable in 2024 | | 6/24/2021 | One-third in three equal annual installments beginning on June 24, 2022 | | 2/23/2022 | One-third in three equal annual installments beginning on February 23, 2023 | | 4/11/2023 | For RSUs, one-third in three equal annual installments beginning on April 11, 2023 and, for PSUs, three-year cliff vesting beginning on April 11, 2023, subject to meeting certain performance goals for fiscal years 2023, 2024 and 2025 | | 4/27/2023 | For RSUs, two-year cliff vesting beginning on April 27, 2023 and, for PSUs, three-year cliff vesting beginning on April 27, 2023, subject to (i) meeting certain performance goals for fiscal years 2023, 2024 and 2025, and (ii) the consummation of our acquisition of Spirit | | 6/22/2023 | Three-year cliff vesting with settlement occurring in May 2026 |

  98. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) The amount listed in this column, Market Value of Shares or Units of Stock That Have Not Vested, represents the product of the closing market price of the Company’s stock as of December 29, 2023 ($5.55) multiplied by the number of shares of stock subject to the award. | | (3) For PSU awards granted in 2021 under our Omnibus Plan, the actual number of shares earned (if any) will be based on achievement of performance metrics (Absolute EBITDA, Adjusted Debt to Cap Ratio, and ESG Index Performance) at the end of the applicable performance period, December 31, 2023. The number of shares reported for the 2021 PSU awards (and the payout value) is based on achieving target (100%) performance because, as of December 31, 2023, the 2021 PSUs were tracking between threshold and target performance. Upon performance certification by our Compensation Committee after the end of the applicable performance period, the 2021 PSUs will be settled in common stock, in a range of 0% to 200%. Based on the results of the three metrics, in March 2024 the Compensation Committee certified the performance level of 53.2%. For PSU awards granted on April 11, 2023, the actual number of shares earned (if any) will be based on achievement of performance metrics (Absolute Pre-Tax Margin, Integration Milestones and ESG Index Performance) at the end of the applicable performance period, December 31, 2025. The number of shares reported for these awards (and the payout value) represents maximum performance. Upon performance certification by our Compensation Committee after the end of the applicable performance period, the 2023 PSUs will be settled in common stock, in a range of 0% to 200%. For the Transaction Incentive PSUs granted on April 27, 2023, the number of shares reported (and the payout value) represents threshold performance. These PSUs were forfeited due to the termination of the merger with Spirit Airlines on March 4, 2024. |

  99. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 64 |

  100. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED The following table provides information concerning the vesting of RSU awards during 2023 for each NEO. No PSUs vested in 2023.

  101. OPTION EXERCISES AND STOCK VESTED

    | | STOCK AWARDS(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Robin Hayes | 90,950 | 655,729 | | Joanna Geraghty | 47,320 | 388,465 | | Ursula Hurley | 4,481 | 36,729 | | Brandon Nelson | 12,806 | 104,992 | | Carol Clements | 23,078 | 188,239 |

  102. 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 date preceding the vesting date. |

  103. OPTION EXERCISES AND STOCK VESTED

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 65 |

  104. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON 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:

  105. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | ■ | 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. |

  106. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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, 2023. Potential payments made to Mr. Hayes and Ms. Geraghty upon the termination of their employment or upon a change in control are governed by the terms of their employment agreements with the Company and the benefit plans in which they participate, as in effect as of December 31, 2023. The Severance Plan would govern the compensation payable upon the termination of our executives, including our NEOs. As of December 31, 2023, neither Mr. Nelson nor Mses. Hurley and Clements had employment agreements with the Company.

  107. Potential Payments to Mr. Hayes upon Termination

    Potential Payments to Mr. Hayes upon Termination In 2023, we had an employment agreement, as amended, with Mr. Hayes, our former CEO, until September 1, 2025. Under Mr. Hayes’ employment agreement, if Mr. Hayes were terminated without Cause (as defined in the Severance Plan), he would be paid as if eligible for severance under the Severance Plan. Under Mr. Hayes’ employment agreement, if the Company were to terminate Mr. Hayes’ employment for Cause or if Mr. Hayes were to resign from the Company, Mr. Hayes 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. If, after termination of his employment without Cause, Mr. Hayes were to breach any of the confidentiality, non-competition, non-solicitation or return of proprietary materials provisions contained in the agreement, he would forfeit, as of the date of such breach, all of the payments and benefits described in this paragraph. If Mr. Hayes’ employment were terminated by reason of his death or Disability (as defined in the employment agreement), the Company would pay Mr. Hayes (or his estate, as applicable), his base salary through and including the date of termination and any other accrued compensation and benefits.

  108. Potential Payments to Ms. Geraghty upon Termination

    Potential Payments to Ms. Geraghty upon Termination In 2023, we had an employment agreement with Ms. Geraghty, our former President and COO, now CEO, until May 31, 2026. Under Ms. Geraghty’s employment agreement, if Ms. Geraghty were 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. In addition, in the event that Ms. Geraghty is terminated for any reason before the first anniversary of the grant date of her special, one-time equity-based retention award, the entire award is forfeited, and if she is terminated without Cause or resigns with Good Reason at any time on or after the first anniversary of the grant date of such equity award, a pro-rata portion of such equity award

  109. Potential Payments to Ms. Geraghty upon Termination

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 66 |

  110. Potential Payments to Ms. Geraghty upon Termination

    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. 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. 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 this paragraph. 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. As described in the section above titled “Summary of Employment Agreement with Ms. Geraghty,” Ms. Geraghty entered into a new employment agreement in 2024, which does not affect the terms and conditions of her previously awarded but unvested long-term incentives, including the special, one-time equity-based retention award.

  111. Potential Payments to Other Named Executive Officers

    Potential Payments to Other Named Executive Officers As of December 31, 2023, we had no contractual obligations to make severance payments to any of our NEOs other than Mr. Hayes and Ms. Geraghty (except as provided in the Severance Plan described below).

  112. Potential Payments in Connection with our Equity Incentive Plans

    Potential Payments in Connection with our Equity Incentive Plans Under the 2011 Plan, a Change in Control of the Company (as defined in the 2011 Plan) will have no effect on outstanding awards under the plan that the Board or the Compensation Committee determines will be honored or assumed or replaced with new rights by a new employer (referred to as an alternative award), so long as the alternative award (i) is based on securities that are, or within 60 days after the change in control will be, traded on an established United States securities market; (ii) provides the holder with rights and entitlements (such as vesting and timing or methods of payment) that are at least substantially equivalent to the rights, terms and conditions of the outstanding award; (iii) has an economic value that is substantially equivalent to that of the outstanding award; (iv) provides that if the holder’s employment with the new employer terminates under any circumstances, other than due to termination for Cause (as defined in the 2011 Plan) or resignation without Good Reason (as defined in the 2011 Plan),within 18 months following the Change in Control (or prior to a Change in Control, but following the date on which we agree in principle to enter into that Change in Control transaction), (1) any conditions on the holder’s rights under, or any restrictions on transfer or exercisability applicable to, the alternative award will be waived or will lapse in full, and the alternative award will

  113. Potential Payments in Connection with our Equity Incentive Plans

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 68 |

  114. Potential Payments in Connection with our Equity Incentive Plans

    become fully vested and exercisable, and (2) the alternative award may be exercised until the later of (a) the last date on which the outstanding award would otherwise have been exercisable, and (b) the earlier of the third anniversary of the change in control and expiration of the term of the outstanding award; and (v) will not subject the holder to additional taxes or interest under Section 409A of the Code. If the Board or the Compensation Committee does not make this determination with respect to any outstanding awards, then (i) the awards will fully vest and become non-forfeitable and exercisable immediately prior to the Change in Control; or (ii) the Board or the Compensation Committee will provide that in connection with the Change in Control (1) each outstanding option and stock appreciation right (“SAR”) will be cancelled in exchange for an amount equal to the fair market value of our common stock on the Change in Control date, reduced by the option exercise price or grant price of the option or SAR, (2) each outstanding share of restricted stock, restricted stock unit and any other award denominated in shares will be cancelled in exchange for an amount equal to the number of shares covered by the award multiplied by the price per share offered for our common stock in the change in control transaction, or, in some cases, the highest fair market value of the common stock during the 30 trading days preceding the Change in Control date, (3) any outstanding award not denominated in shares, including any award the payment of which was deferred, will be cancelled in exchange for the full amount of the award; (4) the target performance goals applicable to any outstanding awards will be deemed to be fully attained, unless actual performance exceeds the target, in which case actual performance will be used, for the entire performance period then outstanding; and (5) the Board or the Compensation Committee may otherwise adjust or settle outstanding awards as it deems appropriate, consistent with the plan’s purposes. 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 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 2011 Plan and 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 2011 Plan and the Omnibus Plan are provided in the table below captioned “Potential Payments Upon Termination.”

  115. 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, 2023. Potential payments to each of Mses. Geraghty, Hurley and Clements and Messrs. Hayes and Nelson 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, the 2011 Plan and the Omnibus Plan. None of Ms. Hurley, Ms. Clements or Mr. Nelson has an employment agreement with the Company. Values for RSU grants and PSU grants are based on our common stock closing price of $5.55 on the NASDAQ Global Select Market on December 29, 2023. The table below does not include amounts to which the

  116. Potential Payments Upon Termination

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 69 |

  117. Potential Payments Upon Termination

    NEOs would be entitled that are already described in the other compensation tables appearing earlier in this Proxy Statement, including the value of equity awards that have already vested. 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.

  118. PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN CREWMEMBER COMPENSATION

    PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN CREWMEMBER COMPENSATION As required under the rules the SEC adopted under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we are providing the following disclosure about the ratio of the annual total compensation of our CEO to the annual total compensation of our estimated median employee:

  119. PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN CREWMEMBER COMPENSATION

    | ■ | The total annual compensation of our estimated median employee who was employed on December 31, 2023 was $50,624 | | ■ | The total annual compensation of our CEO was $10,779,925, inclusive of the non-recurring arrangements discussed in the CD&A. | | ■ | Based on this information, the ratio of the annual total compensation is reasonably estimated to be 212 to 1 |

  120. PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN CREWMEMBER COMPENSATION

    For 2023, we reviewed the changes in our employee population and employee compensatory arrangements and, based on that review, determined that there were material changes in our employee population or employee compensatory arrangements that would significantly impact the 2023 pay ratio disclosure which required us to identify a new median employee. The compensation was calculated using the same methodology used to calculate the total annual compensation of the Company’s CEO, as reported in the Summary Compensation Table. To identify the median employee as of December 31, 2023, we used a consistently applied compensation measure (“CACM”). We utilized information from Box 5 of Form W-2. We performed our calculations as of December 31, 2023, which is our measurement date, because employee census and compensation information are readily available on that date. We captured all full-time, part-time and temporary employees in the U.S., including our subsidiaries. We did not annualize the total cash compensation paid to employees who commenced work with us during 2023. No cost of living adjustments were applied. We excluded approximately 241 non-U.S. employees, as permitted under the de minimus exception to the rules. The countries from which the excluded employees come are: Antigua (2), Aruba (4), Bahamas (33), Barbados (4), Bermuda (1), Canada, (3), Colombia (8), Costa Rica (4), Curacao (1), Dominican Republic (109), Ecuador (5), England (10), Grand Cayman (1), Grenada (1), Guatemala (3), Guyana (3), Haiti (4), Jamaica (13), Mexico (11), Netherlands (2), Peru (3), Sint Maarten (3), St. Kitts & Nevis (1), St. Lucia (2), Trinidad & Tobago (2), and Turks & Caicos (3). The total number of U.S. employees and non-U.S. employees were 27,164 and 241, respectively, before taking into account such exclusions and for purposes of calculating the total compensation of that employee as we calculate total compensation for our NEOs in the Summary Compensation Table. Our Compensation practices and programs ensure compensation programs are fair and equitable and are aligned with our business objectives. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, exclusions and assumptions that reflect their compensation practices. As such, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, even those in a related industry or of a similar size and scope. Other companies may have different employment practices, regional demographics or may utilize different methodologies and assumptions in calculating their pay ratios.

  121. PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN CREWMEMBER COMPENSATION

    | JETBLUE AIRWAYS CORPORATION | 2024 PROXY STATEMENT | 72 |

  122. 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.

  123. PAY VERSUS PERFORMANCE

    | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(2) | Compensation Table Total for non-PEO NEOs ($)(1) | Compensation Actually Paid to non-PEO NEOs ($)(1)(2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | Net Income ($ millions) | GAAP Pre-tax Margin (%)(4) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 10,779,926 | 10,895,439 | 5,767,245 | 5,220,384 | 29.65 | 61.60 | (310) | -3.5 | | 2022 | 3,457,274 | 1,855,782 | 1,430,804 | 970,779 | 34.62 | 48.03 | (362) | -4.8 | | 2021 | 3,449,755 | 3,439,434 | 1,353,013 | 975,734 | 76.07 | 74.24 | (182) | -4.4 | | 2020 | 2,063,189 | (953,474) | 1,233,835 | 345,925 | 77.67 | 75.55 | (1,356) | -64.0 |

  124. PAY VERSUS PERFORMANCE

    | (1) Our principal executive officer (PEO) for 2020-2023 is Robin Hayes. The non-PEO named executive officers reflected in columns (d) and (e) include the following individuals: Ursula Hurley (2021-2023), Joanna Geraghty (2020-2023), Carol Clements (2021-2023), Brandon Nelson (2020-2023), Stephen Priest (2020-2021) and Easwaran Sundaram (2020). |

  125. PAY VERSUS PERFORMANCE

    | (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. |

  126. 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 50 percent of the number of votes cast with respect to the election of 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 may either accept the resignation or disclose its reasons for not doing so in a report filed with the SEC within 90 days of the certification of election results. As discussed above, if your broker holds shares in your name and delivers this Proxy Statement to you, the broker is not entitled to vote your shares on this proposal without your instructions. 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.