DEF 14A of Jetblue Airways Corp, Apr 2, 2025

DEF 14A of Jetblue Airways Corp

Filed Apr 2, 2025 · FY20240001308179-25-000343

Open on EDGAR

  1. Joanna Geraghty

    | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 67 | | PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN CREWMEMBER COMPENSATION | 73 | | PAY VERSUS PERFORMANCE | 74 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 77 | | MANAGEMENT PROPOSAL 3 RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025 | 79 | | AUDIT COMMITTEE REPORT | 82 | | QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 83 | | OTHER MATTERS | 88 | | ADDITIONAL INFORMATION | 88 | | APPENDIX A NON-GAAP FINANCIAL MEASURES | 90 |

  2. Our Director Nominees

    Our Director Nominees Our Governance and Nominating Committee and our Board have determined that the director nominees possess a broad range of attributes, viewpoints and experiences to effectively oversee JetBlue’s long-term business strategy. The following table provides summary information about each director nominee. Detailed information about each director nominee’s qualifications, experience and expertise can be found in their biographies starting on page 28.

  3. Our Director Nominees

    | | | | | Other Public Boards | Committee Memberships as of 2025 Annual Meeting | | | | | | Name | Age | Director since | Independent | | Audit | Comp | Airline Safety | G&N | Finance | | Peter Boneparth Independent Board Chair | 65 | 2008 | Y | — | | | | | | | Monte Ford | 65 | 2021 | Y | 3 | | | | | | | Joanna Geraghty | 52 | 2024 | N | 1 | | | | | | | Ellen Jewett | 66 | 2011 | Y | 1 | | | | | | | Robert Leduc | 69 | 2020 | Y | 2 | | | | | | | Jesse Lynn | 54 | 2024 | Y | 1 | | | | | | | Teri McClure | 61 | 2019 | Y | 3 | | | | | | | Sean Menke | 56 | 2024 | Y | 1 | | | | | | | Steven Miller | 36 | 2024 | Y | 1 | | | | | | | Nik Mittal | 53 | 2022 | Y | — | | | | | | | Sarah Robb O’Hagan | 52 | 2018 | Y | — | | | | | | | Vivek Sharma | 50 | 2019 | Y | — | | | | | | | Thomas Winkelmann | 65 | 2013 | Y | — | | | | | |

  4. Our Director Nominees

    | | Chair | | | Member | | | Financial Expert |

  5. 2025 Director Nominees

    2025 Director Nominees There are currently 13 members of our Board. At the 2025 annual meeting, 13 directors are to be elected to hold office until the 2026 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 2024 annual meeting or, in the case of Jesse Lynn, Sean Menke and Steven Miller, appointed by the Board thereafter. Based on the recommendation of the Governance and Nominating Committee, the Board has nominated each of Peter Boneparth, Monte Ford, Joanna Geraghty, Ellen Jewett, Robert Leduc, Jesse Lynn, Sean Menke, Steven Miller, 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 2026 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 2025 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, elect a substitute nominee, or the Board may fill the vacancy at a later date after selecting an appropriate nominee. Included in each director nominee’s biography below is a description of select key qualifications and experience of such nominee based on the qualifications described above. The Board and the Governance and Nominating Committee believe that the combination of the various qualifications and experiences of the director nominees would contribute to an effective and well-functioning board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s leadership. See also “Corporate Governance at JetBlue—The Board of Directors—Board Composition—Board Skills and Experience Matrix.”

  6. 2025 Director Nominees

    | 2025 PROXY STATEMENT | | 27 |

  7. 2025 Director Nominees

    TO ELECT DIRECTORS

  8. 2025 Director Nominees

    | | What are you voting on? ■ Stockholders are being asked to elect thirteen director nominees for a one-year term. Voting recommendation: ■ FOR the election of each director nominee. The Board and its Governance and Nominating Committee believe that each of the 13 director nominees possesses the necessary qualifications and experiences to provide quality advice and counsel to the Company’s leadership and effectively oversee the long-term interests of the stockholders. All nominees are current JetBlue Board members who were elected by the stockholders at the 2024 annual meeting or appointed by the Board thereafter. |

  9. 2025 Director Nominees

    | PETER BONEPARTH Age 65 Director since: 2008 INDEPENDENT BOARD CHAIR JETBLUE BOARD COMMITTEES*: ■ Finance (Chair) ■ Compensation ■ Governance & Nominating | Current Public Company Boards: ■ JetBlue Airways Corporation Prior Business and Other Experience, and Qualifications: Until 2021, Mr. Boneparth was a Senior Advisor to a division of The Blackstone Group, LLP, an investment management firm. He was also Senior Advisor of Irving Capital Partners, a private equity group, from February 2009 through 2014. He served as President and CEO of the Jones Apparel Group, an apparel company, from 2002 to 2007. Mr. Boneparth served as a director of the Kohl’s Corporation from 2008 through 2023. 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 |

  10. 2025 Director Nominees

    | * Memberships as of the 2025 annual meeting. |

  11. 2025 Director Nominees

    | 28 | | 2025 PROXY STATEMENT |

  12. 2025 Director Nominees

    | MONTE FORD Age 65 Director since: 2021 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Airline Safety | 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 | | Marketing / Brand | | | | Corporate Governance | | IT / System | | | | Operations / Logistics | | Infrastructure | | | | Digital | | Cyber | | | | Human Capital Management | | |

  13. 2025 Director Nominees

    | * Memberships as of the 2025 annual meeting. |

  14. 2025 Director Nominees

    | 2025 PROXY STATEMENT | | 29 |

  15. 2025 Director Nominees

    | JOANNA GERAGHTY Age 52 Director since: 2024 JETBLUE BOARD COMMITTEES*: ■ Airline Safety | 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., 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: | | | | | | | International | | Marketing / Brand | | | | Aviation | | Risk Management | | | | Finance / Capital | | Government / Public Policy | | | | Financial Literacy / Accounting | | Infrastructure | | | | Operations / Logistics | | Corporate Governance | | | | Human Capital Management | | |

  16. 2025 Director Nominees

    | ELLEN JEWETT Age 66 Director since: 2011 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Governance & Nominating (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 | | | | Finance / Capital | | Infrastructure |

  17. 2025 Director Nominees

    | * Memberships as of the 2025 annual meeting. |

  18. 2025 Director Nominees

    | 30 | | 2025 PROXY STATEMENT |

  19. 2025 Director Nominees

    | ROBERT LEDUC Age 69 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 |

  20. 2025 Director Nominees

    | JESSE LYNN Age 54 Director since: 2024 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Audit ■ Governance & Nominating ■ Finance | Current Roles: General Counsel of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, energy, automotive, food packaging, real estate, home fashion and pharma. Chief Operating Officer of Icahn Capital LP Current Public Company Board: ■ Caesars Entertainment, Inc. ■ JetBlue Airways Corporation Prior Business and Other Experience, and Qualifications: Mr. Lynn has been General Counsel of Icahn Enterprises L.P. since 2014. Mr. Lynn has also serves as Chief Operating Officer of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, since April 2021. From 2006 to 2014, Mr. Lynn was Assistant General Counsel and, from 2004 to 2006, Mr. Lynn was Counsel, at Icahn Enterprises. Prior to joining Icahn Enterprises, Mr. Lynn worked as an associate in the New York office of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. in its business and finance department from 2000 until 2004. From 1996 to 2000, Mr. Lynn was an associate in the corporate group at Gordon Altman Butowsky Weitzen Shalov & Wein. Mr. Lynn was previously a director of: Conduent Incorporated, a provider of business process outsourcing services, from April 2019 to June 2024; Crown Holdings Inc., a global supplier of packaging products, from December 2022 to November 2023; Xerox Holdings Corporation, a provider of print and digital document products and services, from November 2021 to September 2023; FirstEnergy Corp., an electric utility, from March 2021 to May 2023; Cloudera, Inc., a provider of enterprise data cloud services, from August 2019 through its sale to CD&R and KKR in October 2021; Herbalife Nutrition Ltd., a nutrition company, from April 2014 to January 2021; and The Manitowoc Company, Inc., a capital goods manufacturer, from April 2015 to February 2018. Mr. Lynn’s qualifications and experience include legal and finance expertise. | | | | | | Key Skills and Experience: | | | | | | | Corporate Governance | | Financial Literacy / Accounting | | | | Risk Management | | Finance / Capital |

  21. 2025 Director Nominees

    | * Memberships as of the 2025 annual meeting. |

  22. 2025 Director Nominees

    | 2025 PROXY STATEMENT | | 31 |

  23. 2025 Director Nominees

    | TERI MCCLURE Age 61 Director since: 2019 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Compensation (Chair) ■ Governance & Nominating | 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 | | | | Operations / Logistics | | Government / Public Policy |

  24. 2025 Director Nominees

    | SEAN MENKE Age 56 Director since: 2024 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Audit ■ Airline Safety ■ Finance | Current Public Company Board: ■ JetBlue Airways Corporation ■ Waste Management, Inc. Prior Business and Other Experience, and Qualifications: From 2022 to 2024, Mr. Menke served as Chair of the Board of Directors of Sabre Corporation, a leading global software and technology company that powers the travel industry through a global network of development, sales, operations and corporate functions, and was CEO of Sabre from 2016 to 2023. Before joining Sabre, Mr. Menke spent more than 20 years in executive leadership roles in the airline industry. He served as Chief Executive Officer at Frontier Airlines and at Pinnacle Airlines, and he held senior level marketing, operations, customer experience, strategy, planning, sales, distribution and revenue management roles, including with Air Canada and Hawaiian Airlines. He also served as Executive Vice President at IHS Inc., a global information technology company. Mr. Menke’s qualifications and experience include a deep understanding of technology-driven companies and the aviation industry, knowledge of the importance and challenges of cybersecurity and privacy issues, and extensive background in information technology, including experience overseeing risk mitigation and implementing systems to protect major corporations. | | | | | | Key Skills and Experience: | | | | | | | International | | Operations / Logistics | | | | Aviation | | Financial Literacy / Accounting | | | | Corporate Governance | | Digital | | | | CEO | | IT / System | | | | Finance / Capital | | Infrastructure | | | | | | Cyber |

  25. 2025 Director Nominees

    | * Memberships as of the 2025 annual meeting. |

  26. 2025 Director Nominees

    | 32 | | 2025 PROXY STATEMENT |

  27. 2025 Director Nominees

    | STEVEN D. MILLER Age 36 Director since: 2024 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Audit ■ Finance | Current Roles: Portfolio Manager for Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses, including investment, energy, automotive, food packaging, metals, real estate, home fashion and pharma. Current Public Company Board: ■ JetBlue Airways Corporation ■ Bausch Health Companies Inc. Prior Business and Other Experience, and Qualifications: Since October 2020, Mr. Miller has been a portfolio manager for Icahn Capital LP. Prior to joining Icahn Capital L.P., Mr. Miller was an analyst in the Distressed and Special Situations investment group in the New York office of BlueMountain Capital Management, LLC from 2013 to 2019. Mr. Miller represented BlueMountain on the Ad Hoc Group of Puerto Rico Electric Power Authority Bondholders from 2014 to 2019, and from 2011 to 2013 he was an analyst in the Distressed Products Group in the New York office of Goldman, Sachs & Co. Mr. Miller has served as a director of Conduent Incorporated, a publicly traded business process services company, from February 2021 to June 2024, Dana Inc., a supplier of automotive products and services, from November 2023 to January 2025, Herc Holdings Inc., a publicly traded equipment rental supplier, from May 2022 to March 2023, and Xerox Holdings Corporation, a publicly traded office equipment company, since May 2021 to September 2023. Mr. Miller’s qualifications and experience include investment and financial expertise, experience with complex debt matters, and experience serving as an investment professional. | | | | | | Key Skills and Experience: | | | | | | | Aviation | | | | | | Corporate Governance | | Financial Literacy / Accounting | | | | Risk Management | | Finance / Capital |

  28. 2025 Director Nominees

    | NIK MITTAL Age 53 Director since: 2022 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Audit ■ Finance | 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 | | | | Finance / Capital | | Government / Public Policy |

  29. 2025 Director Nominees

    | * Memberships as of the 2025 annual meeting. |

  30. 2025 Director Nominees

    | 2025 PROXY STATEMENT | | 33 |

  31. 2025 Director Nominees

    | SARAH ROBB O’HAGAN Age 52 Director since: 2018 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Compensation | Current Public Company Board: ■ JetBlue Airways Corporation Prior Business and Other Experience, and Qualifications: Ms. Robb O’Hagan served as CEO of EXOS, the Human Performance Company, from 2020 to 2024. Prior to joining EXOS, 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 | | Human Capital Management | | | | CEO | | Marketing / Brand | | | | Digital | | IT / System | | | | Financial Literacy / Accounting | | |

  32. 2025 Director Nominees

    | VIVEK SHARMA Age 50 Director since: 2019 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ 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 | | | | Digital | | Cyber |

  33. 2025 Director Nominees

    | * Memberships as of the 2025 annual meeting. |

  34. 2025 Director Nominees

    | 34 | | 2025 PROXY STATEMENT |

  35. 2025 Director Nominees

    | THOMAS WINKELMANN Age 65 Director since: 2013 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Airline Safety (Chair) ■ Compensation ■ Governance & Nominating | 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 | | Human Capital Management | | | | Aviation | | Marketing / Brand | | | | CEO | | Risk Management | | | | Corporate Governance | | Government / Public Policy | | | | Operations / Logistics | | |

  36. 2025 Director Nominees

    | * Memberships as of the 2025 annual meeting. |

  37. 2025 Director Nominees

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

  38. 2025 Director Nominees

    | 2025 PROXY STATEMENT | | 35 |

  39. 2025 Director Nominees

    MANAGEMENT PROPOSAL 1 - TO ELECT DIRECTORS Director Compensation

  40. 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.

  41. Director Compensation

    | COMPENSATION STRUCTURE FOR DIRECTORS FOR 2024 | ($) | | 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 (3): | | | 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 |

  42. 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. | | (3) Committee Chairs are paid the annual Committee membership fees in addition to the supplemental fee as Chair. |

  43. 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 2024, Mr. Leduc donated $6,668, Mr. Baldanza donated $1,758, Ms. Robb O’Hagan donated $900 and Mr. Miller donated $118 to the JetBlue Crewmember Crisis Fund, a non-profit organization that assists JetBlue crewmembers facing emergency hardship situations.

  44. Director Compensation

    | 36 | | 2025 PROXY STATEMENT |

  45. Director Compensation

    MANAGEMENT PROPOSAL 1 - TO ELECT DIRECTORS Director Compensation Fiscal Year 2024 Director Compensation The following table summarizes compensation paid to our non-employee directors for services rendered during the year ended December 31, 2024. 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.

  46. Director Compensation

    | | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Joanna Geraghty(3) | — | — | — | — | | Robin Hayes(3) | — | — | — | — | | Ben Baldanza | 87,917 | 134,998 | 864 | 223,779 | | Peter Boneparth | 195,000 | 134,998 | 18,598 | 348,596 | | Monte Ford | 92,917 | 134,998 | 2,013 | 229,928 | | Ellen Jewett | 125,000 | 134,998 | 6,623 | 266,621 | | Robert Leduc | 133,333 | 134,998 | 763 | 269,094 | | Jesse Lynn | 87,083 | 169,996 | 1,990 | 259,069 | | Teri McClure | 115,000 | 134,998 | 491 | 250,489 | | Sean Menke | 32,917 | 34,995 | — | 67,912 | | Steven Miller | 87,083 | 169,996 | 9,261 | 266,340 | | Nikhil Mittal | 105,000 | 134,998 | 12,530 | 252,528 | | Sarah Robb O’Hagan | 90,000 | 134,998 | 9,809 | 234,807 | | Vivek Sharma | 92,917 | 134,998 | 7,983 | 235,898 | | Thomas Winkelmann | 120,000 | 134,998 | 1,992 | 256,990 |

  47. Director Compensation

    | (1) Includes 20,119 DSUs or RSUs granted on February 22, 2024 to Messers Baldanza, Boneparth, Ford, Leduc, Mittal, Sharma and Winkelmann and Mses. Jewett, McClure and Robb O’Hagan. Includes 29,616 DSUs granted on June 22, 2024 to Messers. Lynn and Miller. Includes 4,629 DSUs granted on October 22, 2024 to Mr. Menke. At December 31, 2024, 82,897 DSUs remained outstanding for Mr. Winkelmann, 62,398 for Mr. Boneparth, 50,496 for Ms. Jewett, 48,471 for Mr. Leduc, 42,883 for Ms. Robb O’Hagan, 40,691 for Ms. McClure, 29,616 for Messers Lynn and Miller, 24,461 for Mr. Mittal, 15,228 for Mr. Sharma, 8,358 for Mr. Ford and 4,629 for Mr. Menke. At December 31, 2024, 20,119 RSUs remained outstanding for each of Messrs. Boneparth, Ford, and Sharma and Mses. Jewett and McClure. 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, 2024, 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 2024, 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 2024. He retired from JetBlue on February 12, 2024 and Ms. Geraghty immediately assumed the role of Chief Executive Officer. Neither Mr. Hayes nor Ms. Geraghty received any additional compensation for their director service to the Company. Mr. Hayes and Ms. Geraghty’s compensation is reported in the Summary Compensation Table on page 60 of this proxy statement. |

  48. Director Compensation

    | 2025 PROXY STATEMENT | | 37 |

  49. Director Compensation

    MANAGEMENT PROPOSAL 1 - TO ELECT DIRECTORS Certain Relationships and Related Person Transactions

  50. PERFORMANCE CASH AWARDS

    PERFORMANCE CASH AWARDS The 2022 Performance Cash Awards (PCAs) were awarded to our NEOs with a three-year performance period ending in December 2024. While aligned with our annual LTI structure, these awards were delivered in cash rather than equity. The Company has since reverted to granting Performance Stock Units (PSUs) to better align leadership’s interests with those of our with stockholders. The Company has not awarded any PCAs since 2022 and does not intend to issue new PCAs, as the circumstances that triggered these awards are over. Additional details regarding the vesting and settlement of the 2022 PCAs are presented on page 56 of this Compensation Discussion and Analysis and earned awards for the period are reported as 2024 compensation in the Summary Compensation Table.

  51. Transaction Incentive Awards in connection with the Proposed JetBlue-Spirit Merger

    Transaction Incentive Awards in connection with the Proposed JetBlue-Spirit Merger Given the high-pressure environment surrounding our merger negotiations with Spirit Airlines, we believed it was critical to promote stability by recognizing and retaining our leadership team for their extraordinary efforts in managing the day-to-day airline operations along with transaction-related activities. Our Spirit-related Transaction Incentive Award was designed to achieve this using the structure and reasoning detailed below. While the transaction was ultimately terminated, we remain committed to transparency and accountability in our compensation practices and to maintaining a performance-driven approach that aligns with stockholder expectations.

  52. Transaction Incentive Awards in connection with the Proposed JetBlue-Spirit Merger

    | Component | Reason | Percentage of Total Award | Vesting Period | | Cash Incentive | Recognize efforts of executives during negotiation period, where they successfully balanced day-to-day responsibilities while leading merger negotiations. This was designed to incentivize leadership and secure the successful merger agreement, ensuring leadership focus in a highly dynamic landscape. | 25% | Paid in May 2024 | | RSUs | Granted to retain leaders during a significant transition period. Leaders not only managed daily responsibilities but also dedicated substantial effort toward integration planning, engaging with Spirit Airlines’ leadership to understand their operations, and preparing for Day One post-merger operations. | 50% | Two-year cliff that vests in April 2025 | | Performance-Based PSUs | Recognized the successful completion of the merger. These awards were designed to reward executives upon the achievement of key merger milestones. However, due to the termination of the Spirit Airlines merger as a result of the Department of Justice ruling, this component was forfeited. | 25% | Forfeited upon termination of transaction |

  53. Transaction Incentive Awards in connection with the Proposed JetBlue-Spirit Merger

    Spirit transaction incentives were awarded in 2023 to address these specific purposes. With the termination of the Spirit transaction, the Company has no further need for such a program.

  54. Geraghty Special Equity Award

    Geraghty Special Equity Award In June 2023, the Board approved a one-time, equity-based retention award for Ms. Geraghty in connection with her entry into a three-year employment agreement. The award, consisting of 245,700 RSUs with a grant date value of $1,999,998, was designed to incentivize Ms. Geraghty, support her longer term retention and succession planning in connection with the proposed JetBlue-Spirit merger. The Committee believes the award was effective in retaining Ms. Geraghty, supporting the leadership transition in February 2024 that occurred during the pendency of the JetBlue - Spirit merger litigation with the Department of Justice (DOJ). We reaffirm our commitment to emphasizing core elements of our executive compensation framework. At this point in time, we intend to limit the use of one-time, special equity awards.

  55. Geraghty Special Equity Award

    | 2025 PROXY STATEMENT | | 45 |

  56. Geraghty Special Equity Award

    Forward Looking Actions We have implemented the following measures:

  57. Geraghty Special Equity Award

    | 1. | Short-Term Incentive (STI) Program Adjustments: | | | | — | For 2025, we implemented a full-year measurement period for our STI program. | | | — | In June 2024, the Compensation Committee approved capping the full-year executive bonuses at 100%, recognizing that post-merger goal resets were no longer feasible following the DOJ’s decision to block the merger. The decision reflected JetBlue’s operating and financial environment and served as a proactive response to stockholder feedback given our low Say-on-Pay vote. While final outcomes of the metrics were not yet known, the Committee prioritized responsiveness to the Say-on-Pay vote and committed to using the remainder of 2024 for stockholder engagement and evaluating potential STI program changes for 2025. | | 2. | Long-Term Incentive (LTI) Program Enhancements: | | | | — | As we set our 2025 performance goals, we added increased emphasis on financial metrics to more directly align with JetForward. | | | — | Our 2024 and 2025 LTI program includes a relative Total Stockholder Return (TSR) metric, aimed at further aligning executive compensation with stockholder interests. | | | — | We have also enhanced disclosure around our full LTI program to provide greater transparency. | | | — | Our LTI pay mix is set at 50/50 split between RSUs and PSUs, ensuring that a substantial portion of executive compensation is performance-based. | | 3. | Enhanced Disclosures: | | | | — | We have updated sections across the CD&A relating to past one-time items and our core executive compensation program to provide further transparency and clarity on the circumstances, rationale and metrics for each compensation component. These enhancements include, but are not limited to, individual goal highlights, STI and LTI threshold, target and maximum goals, and select forward-looking disclosures. |

  58. Compensation Philosophy and Governance

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

  59. 2024 COMPENSATION PAY MIX AT TARGET*

    2024 COMPENSATION PAY MIX AT TARGET* In 2024, JetBlue experienced key leadership transitions, including executive promotions and departures. The Compensation Committee reviewed and approved the following changes:

  60. 2024 COMPENSATION PAY MIX AT TARGET*

    | ■ | Ms. Geraghty was promoted to Chief Executive Officer effective February 12, 2024, and her annual incentive target increased from 150% to 175% of base salary. | | ■ | Mr. St. George rejoined JetBlue as President effective February 26, 2024, and his annual incentive target was set at 125% of base salary pursuant to his offer letter. | | ■ | Mr. Christie was promoted to Chief Operating Officer effective February 12, 2024, and his annual incentive target was set at 90% to reflect his expanded responsibilities. |

  61. 2024 COMPENSATION PAY MIX AT TARGET*

    | * The compensation for 2024 is reported in the Summary Compensation Table at page 60. This includes target compensation, defined as base salary, target bonus and target long term incentives. Other NEOs includes an average of base salary, target bonus and target long term incentives for Marty St. George, Ursula Hurley, Warren Christie and Carol Clements. | | ** Does not include Mr. Hayes’ compensation. Mr. Hayes, our former Chief Executive Officer, left JetBlue on February 12, 2024. | | *** Does not include Mr. Nelson’s compensation. Mr. Nelson, our former General Counsel and Corporate Secretary, left JetBlue on August 5, 2024. |

  62. 2024 COMPENSATION PAY MIX AT TARGET*

    Compensation Consultant The Compensation Committee is authorized to retain and terminate the services of compensation consultants, legal counsel or other advisors to the Compensation Committee and to approve the engagement of any such consultant, counsel or other advisor, to the extent it deems necessary or appropriate after specifically analyzing the independence of any such advisor. The Chair of the Compensation Committee reports the Compensation Committee’s actions and recommendations for the previous quarter to the full Board at the next regularly scheduled Board meeting. The Compensation Committee engaged the services of Pay Governance as its independent compensation consultant on matters of executive compensation for 2024. Pay Governance also evaluates compensation for non-employee directors, compensation of other levels of senior leadership, and equity compensation programs generally. For 2024, the Compensation Committee assessed the independence of Pay Governance pursuant to the SEC and Nasdaq rules and determined that no conflict of interest exists that would prevent Pay Governance from independently advising the Compensation Committee. As discussed below under “Peer Competitive Group Survey—Market Assessment,” Pay Governance provided the Company and the Compensation Committee with compensation data regarding the companies in our competitor peer group. Along with the other factors cited above, the Company used this data to develop its recommendations to the Compensation Committee for 2024 compensation levels for executives other than the CEO. The Compensation Committee then recommended CEO compensation changes to the Board. Pay Governance also provided suggestions on the design of the annual cash and long-term incentive awards that were used in 2024, and for the long-term performance-based incentive program, including the performance measures and weightings, the factors for the Compensation Committee to review when determining discretionary adjustment to payout of performance-based awards, and the general range of such discretionary adjustment. Pay Governance reports directly to the Compensation Committee and all services performed by Pay Governance were under the direction of the Compensation Committee. Competitive Peer Group Survey – Market Assessment Prior to the start of 2024, 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:

  63. 2024 COMPENSATION PAY MIX AT TARGET*

    | * Hawaiian Holdings, Inc. was acquired by Alaska Air Group, Inc. on September 18, 2024 and will no longer be included in our competitor peer group going forward. |

  64. 2024 COMPENSATION PAY MIX AT TARGET*

    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.

  65. 2024 COMPENSATION PAY MIX AT TARGET*

    | | 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 equity incentive plans | | | Have executive stock ownership guidelines (including 6x base salary for CEO) | | No excessive perquisites | | | Have director stock ownership requirements | | No guaranteed annual cash incentive awards | | | Grant equity awards with one year minimum vesting, with the majority vesting 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 | | No single-trigger change in control provisions in our equity incentive plans | | | 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 | | | | | Cap our incentive plans at 200% of target | | | | | Use multiple metrics with little overlap to avoid “feast or famine” payout situations | | |

  66. Compensation Program Design

    | Type | Compensation Component | Description | | | Base Salary | Provides a competitive yet reasonable fixed level of compensation to attract and retain high-caliber executive talent in a competitive market. Ensures stability and continuity in leadership, which is critical to executing long-term strategic initiatives that drive stockholder value. Base salary is set at levels necessary to recruit and retain top executives while remaining a modest portion of total compensation, ensuring that the majority of pay is tied to performance. | | | Annual Cash Incentive | Rewards executives for achieving rigorous operational, financial, and individual performance goals that are aligned with stockholder value creation. Payouts are contingent on meeting predefined performance metrics, ensuring that executive compensation is directly tied to both short-term results and long-term sustainable growth. | | | Restricted Stock (RSUs) | A long-term incentive that generally vests in three equal installments over a three-year period to promote executive retention and alignment with stockholder interests. RSUs encourage sustained commitment to the Company’s success and require executives to maintain ownership over time, reinforcing long-term value creation. This component provides stability within the equity program, balancing the more performance-sensitive nature of PSUs. | | | Performance-Based Stock (PSUs) | A long-term incentive that vests in full after a three-year performance period, contingent on achieving predefined financial and operational performance goals. PSUs directly tie executive compensation to company performance, ensuring that payouts are aligned with long-term stockholder value creation. No vesting occurs unless performance metrics are met, reinforcing a strong pay-for-performance culture. |

  67. Other Compensation and Benefits

    | ■ | Our NEOs participate in the same health and welfare benefit plans as those available to all full-time crewmembers, including medical, dental, life insurance, and disability benefits. | | ■ | Our NEOs are also eligible to participate in our 401(k) retirement plan, which is open to all crewmembers, and they do not participate in any supplemental retirement plans. | | ■ | Our NEOs are entitled to certain severance benefits, including under our Executive Change in Control Severance Plan, which are designed to ensure stability during leadership transitions and align with market best practices. | | ■ | We provide limited perquisites, including space-available flight privileges for all crewmembers and for our NEOs consistent with airline industry norms, including positive-space flight privileges for executive officers and their immediate family members, potential relocation assistance available to employees at the supervisor level and above, and a biennial wellness physical for executives. Our benefits program is designed to be market-competitive while maintaining a disciplined and stockholder -aligned approach. |

  68. Other Compensation and Benefits

    | 50 | | 2025 PROXY STATEMENT |

  69. Other Compensation and Benefits

    Base Salary The Compensation Committee annually reviews the base salaries of the NEOs and adjusts them as needed to maintain market competitiveness and ensure alignment with evolving responsibilities. Based on these factors and input from its independent compensation consultant, the Compensation Committee approved the following base salary adjustments for 2024:

  70. Other Compensation and Benefits

    | ■ | Ms. Geraghty was promoted to Chief Executive Officer effective February 12, 2024, and her base salary was increased from $650,000 to $700,000 to reflect her expanded responsibilities. | | ■ | As part of our regular market assessment, Ms. Hurley’s base salary was increased to from $575,000 to $600,000 to ensure continued alignment with competitive benchmarks. | | ■ | Mr. St. George rejoined JetBlue as President effective February 26, 2024, and his base salary was $625,000 pursuant to his offer letter. | | ■ | Mr. Christie was promoted to Chief Operating Officer effective February 12, 2024, and his base salary was increased from $480,000 to $530,000. | | ■ | No adjustments were made to Ms. Clement’s base salary of $530,000. | | ■ | Prior to their departure, Mr. Hayes’ base salary was $725,000 and Mr. Nelson’s base salary was $550,000. Their base salary was prorated through their respective dates of departure, and they did not receive any salary increase prior thereto. |

  71. Other Compensation and Benefits

    Annual Incentive Plan Our annual incentive plan is our annual cash bonus program that was adopted by the Compensation Committee in early 2024 and continued to follow the first-half (1H) and second-half (2H) measurement structure, which was originally designed to accommodate the anticipated integration with Spirit Airlines. Following the Say-on-Pay (SOP) vote, the Committee proactively capped the 2024 annual incentive payout at 100% to reinforce pay-for-performance alignment. In further consideration of feedback received through stockholder engagement, the Company has adopted a 2025 annual incentive plan that reverts to a single, full-year measurement period. This change reflects the Company’s commitment to aligning executive compensation with long-term business performance and stockholder expectations. Our 2024 incentive program was designed to align executive compensation with company performance and stockholder value creation. The program rewarded executives for achieving key financial, operational, and individual performance objectives that drive JetBlue’s success. The Compensation Committee sets performance goals it considers to be rigorous, aligned with our strategic priorities, and reflective of industry conditions. The 2024 annual incentive program was structured so that 75% of the award is based on financial and operational metrics, reinforcing accountability for company-wide performance, while the remaining 25% was tied to individual performance, recognizing leadership, strategic contributions, and role-specific objectives. If the annual incentive target (as a percentage of base salary) changes during the year due to promotion, the full-year payout is either prorated based on the target applicable to each position or paid based on the revised target for the full year at the discretion of the Compensation Committee. The table below outlines the approved target annual incentive award opportunity for each NEO as a percentage of their base salary for 2024:

  72. Other Compensation and Benefits

    | NEO(1) | 2024 Target Annual Incentive Award Opportunity (% of Salary) | | Joanna Geraghty – Chief Executive Officer | 175 | | Martin St. George – President | 125 | | Ursula Hurley – Chief Financial Officer | 110 | | Warren Christie – Chief Operating Officer | 90 | | Carol Clements – Chief Digital and Technology Officer | 70 |

  73. Other Compensation and Benefits

    | (1) Mr. Hayes’ 2024 Annual Incentive target for the period he served as CEO was 200% of his base salary. Mr. Nelson’s 2024 Annual Incentive target was 80% of his base salary. |

  74. Financial and Operational Metrics

    | Metric | Performance Measure Weighting | Threshold | Target Achievement | Maximum | Actual Performance | Payout Percentage | Funding Percentage | | Absolute Pre–Tax Margin(1) | 12.5% | (10.0%) | (3.5%) | 0.1% | (3.2%) | 108.3% | 13.5% | | Controllable Costs(2) | 12.5% | 8.7% | 7.8% | 6.7% | 5.4% | 200.0% | 25.0% | | Customer Index(3) | 25.0% | Index | Index | Index | -Index | 160.5% | 40.2% | | Crewmember WOW | 8.33% | 36.8 | 41.6 | 44.0 | 43.9 | 195.8% | | | On-Time Performance | 8.33% | 64.6% | 69.8% | 75.0% | 73.3% | 159.1% | | | Completion Factor | 8.33% | 97.3% | 98.6% | 99.4% | 98.7% | 126.6% | | | TOTAL | 50.0% | | | | | | 78.7% |

  75. Financial and Operational Metrics

    | Metric | Performance Measure Weighting | Threshold | Target Achievement | Maximum | Actual Performance | Payout Percentage | Funding Percentage | | Absolute Pre–Tax Margin(1) | 12.5% | (6.0%) | (1.4%) | 4.7% | (3.3%) | 58.7% | 7.3% | | Controllable Costs(2) | 12.5% | 9.5% | 6.3% | 5.3% | 7.8% | 45.2% | 5.7% | | Customer Index(3) | 25.0% | Index | Index | Index | Index | 160.4% | 40.1% | | Crewmember WOW | 8.33% | 37.0 | 43.0 | 46.1 | 46.5 | 200% | | | On-Time Performance | 8.33% | 64.7% | 70.1% | 75.1% | 75.5% | 151.2% | | | Completion Factor | 8.33% | 97.1% | 98.3% | 99.0% | 98.6% | 129.9% | | | TOTAL | 50.0% | | | | | | 53.1% |

  76. 2024 Annual Incentive Payout

    2024 Annual Incentive Payout As discussed above, the 2024 annual incentive plan was structured so that 75% of the award is based on financial and operational metrics, while the remaining 25% was tied to individual performance. The Compensation Committee determined that all NEO bonuses would be capped at 100%, covering both the financial and operational metrics as well as the individual performance portion of the annual cash incentive award. Summarized in the table below is the calculation and final award amounts for the 2024 Annual Incentive Plan, along with a downward adjustment to the total amount due to the cap of 100% of target set by the Compensation Committee.

  77. 2024 Annual Incentive Payout

    | | Base | Target Award (as a % of | Target | Financial and Operational | | Individual Performance | | | Downward Adjustment due to | 2024 Annual Incentive | | NEO(3) | Salary ($) | Base Salary) | Award ($) | Achievement | Weighting | Achievement | Weighting | Calculated Bonus | Bonus Cap ($) | Award ($) | | Ms. Geraghty(1) | 700,000 | 172% | 1,204,000 | 131.8% | 75.0% | 100% | 25% | 1,491,154 | (287,154) | 1,204,000 | | Mr. St. George(2) | 625,000 | 125% | 781,250 | 131.8% | 75.0% | 100% | 25% | 967,578 | (186,328) | 781,250 | | Ms. Hurley | 600,000 | 110% | 660,000 | 131.8% | 75.0% | 100% | 25% | 817,410 | (157,410) | 660,000 | | Mr. Christie | 530,000 | 90% | 477,000 | 131.8% | 75.0% | 100% | 25% | 590,765 | (113,765) | 477,000 | | Ms. Clements | 530,000 | 70% | 371,000 | 131.8% | 75.0% | 100% | 25% | 459,484 | (88,484) | 371,000 |

  78. 2024 Annual Incentive Payout

    | (1) Ms. Geraghty’s bonus was prorated based on time spent at her previous bonus target of 150% and time spent at her new bonus target of 175%, in connection with her promotion. | | (2) Per the terms of Mr. St. George’s offer letter, his annual cash incentive award for 2024 would be no less than target and is not subject to pro-ration. | | (3) Pursuant to his transition agreement, Mr. Hayes was eligible to receive a prorated portion of his 2024 Annual Incentive Award, which was forfeited due to his early termination of his transition agreement. As part of Mr. Nelson’s separation agreement, he received a prorated portion of his 2024 Annual Incentive Award in the amount of $393,208, calculated based on the average of a two-year lookback of prior annual incentive awards. |

  79. 2024 Annual Incentive Payout

    While the payout of annual target incentive awards for the NEOs were capped at 100% of target, we recognize the extraordinary efforts of the leadership team during a challenging year that included a CEO transition, litigation with the Department of Justice regarding the future of the proposed JetBlue-Spirit merger, and the strategic pivot to JetBlue’s organic growth plan, JetForward. Long Term Incentives All elements of our long-term incentive (LTI) program for our NEOs are designed to reinforce sustained performance by either vesting over a multi-year period or being tied to long-term performance measures. Our LTI awards directly align NEO interests with stockholder interests by rewarding the achievement of long-term performance goals and increased in stockholder value. These LTI awards are a critical tool in our ability to attract, retain, and motivate top talent for leadership positions within the Company. We use a mix of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) to ensure a balance between retention and performance-based incentives. RSUs are granted with a three-year service based vesting period to encourage retention and long-term commitment. PSUs are earned over a three-year performance period based on pre-defined financial and strategic goals, ensuring pay is directly tied to long-term value creation. The target LTI opportunity for each NEO is determined based on their role and responsibilities, as outlined in the table below. Actual awards may range from 0% to 200% of target, based on an assessment of individual performance conducted by the Compensation Committee and the CEO. The number of PSUs earned at the end of the three-year performance period will vary based on actual performance against the pre-defined goals. Awards will be delivered in Company common stock, subject to Compensation Committee certification of performance outcomes.

  80. 2024 Annual Incentive Payout

    | 54 | | 2025 PROXY STATEMENT |

  81. 2024 Annual Incentive Payout

    | NEO(2) | 2024 Target Long Term Incentive ($) | 2024 LTI Award In RSUs ($) | 2024 LTI Award In PSUs ($) | 2024 Total LTI Award ($) | | Joanna Geraghty | 3,250,000 | 1,868,750 | 1,868,750 | 3,737,500 | | Martin St. George(1) | 2,000,000 | 1,000,000 | 1,000,000 | 2,000,000 | | Ursula Hurley | 2,000,000 | 1,150,000 | 1,150,000 | 2,300,000 | | Warren Christie | 1,200,000 | 690,000 | 690,000 | 1,380,000 | | Carol Clements | 1,000,000 | 632,500 | 517,500 | 1,150,000 |

  82. 2024 Annual Incentive Payout

    | (1) Mr. St. George was hired in 2024, and pursuant to his offer letter, his target LTI award for 2024 was $2,000,000. | | (2) Mr. Hayes retired in 2024 and did not receive an annual LTI award, the target of which was $3,500,000. In connection with his departure, Mr. Hayes received $750,000 in RSUs pursuant to his transition agreement, which is further discussed in the Summary Compensation Table. Mr. Nelson was employed through the annual grant cycle and left JetBlue after the grant date. His 2024 target LTI was $1,300,000. Pursuant to his separation agreement, 40,846 RSUs would continue to vest in accordance with their original vesting schedule following his separation, and the remaining RSUs and PSUs were forfeited. |

  83. Time Based Restricted Stock Units

    Time Based Restricted Stock Units The 2024 LTIP provides that RSUs will vest in three equal installments on each anniversary of the grant date, subject to continued employment through the applicable vesting dates. The value of a NEO’s RSUs will depend on the share price of JetBlue stock when the RSUs vest. For the number of RSUs granted under the 2024 LTIP, please see “Grants of Plan-Based Awards” on page 61 of this proxy statement.

  84. Performance Stock Units

    Performance Stock Units For the 2024-2026 performance period, the Company’s long-term incentive (LTI) program is designed to reinforce financial discipline, cash flow generation, and stockholder alignment. The PSU metrics for this performance period include:

  85. Performance Stock Units

    | Metric | Weighting | Description | | Absolute Pre-Tax Margin* | 50% | Reinforces the importance of sustained profitability and financial strength over the performance period, ensuring a disciplined approach to managing costs and driving earnings growth. | | Free Cash Flow* | 25% | Ensures a focus on cash generation, enabling continued investment in strategic priorities while maintaining financial flexibility. | | Relative Total Shareholder Return (TSR) | 25% | Strengthens the connection between executive compensation and stockholder value creation by measuring JetBlue’s TSR performance relative to industry peers over the three-year period. To reinforce pay-for-performance, Relative TSR payouts are capped at 100% of target when absolute TSR is negative over the three-year performance period. |

  86. Performance Stock Units

    | * Absolute Pre-Tax Margin and Free Cash Flow are non-GAAP financial measures. Please refer to Appendix A “Regulation G Reconciliation of Non-GAAP Financial Measures.” |

  87. Performance Stock Units

    As part of this updated framework, for the 2024-2026 performance period, we removed the ESG Performance Index and replaced it with Relative TSR. We believe the addition of Relative TSR enhances pay-for-performance alignment, ensuring that executive incentives are directly tied to stockholder returns and long-term value creation. Relative TSR will be measured against a minimum threshold at the 25th percentile, target at the 50th percentile, and maximum at the 90th percentile. While we will disclose our Relative TSR goals, we will not be disclosing the specific targets for other performance metrics due to their competitively sensitive nature. The number of PSUs earned at the end of the three-year performance period will vary based on actual performance against these metrics. The earned PSUs will be settled in Company common stock following the completion of the three-year period, subject to performance certification by the Compensation Committee. PSU payouts for the 2024 grant cycle may range from 0% to 200% of the target award, depending on performance against the pre-established corporate goals as discussed above.

  88. Performance Stock Units

    | 2025 PROXY STATEMENT | | 55 |

  89. Performance Stock Units

    Vesting of 2022 Performance Cash Awards In July 2022, the Compensation Committee approved grants of PCAs, subject to a three-year performance period. The 2022-2024 performance cycle completed on December 31, 2024, but vesting remained subject to certification of performance results by the Compensation Committee. The metrics for the 2022 PCAs were Absolute Pre-Tax Margin, Relative Pre-Tax Margin and an ESG index, weighted at 50%, 25% and 25%, respectively. Depending upon actual Company performance relative to these performance goals, the exact payout may range from 0 to 200% of the target award. The Company has not awarded any PCAs since 2022 and does not intend to issue new PCAs, as the circumstances that triggered these awards are over. A further description of the performance goals is summarized in the table below:

  90. Performance Stock Units

    | Metric | Weighting | Description & Components | | Absolute Pre-Tax Margin* | 50% | Measures JetBlue’s profitability before taxes, ensuring a disciplined approach to financial performance and cost management over the performance period. Strong Absolute Pre-Tax Margin performance reinforces JetBlue’s ability to generate sustainable earnings and manage industry volatility. | | Relative Pre-Tax Margin | 25% | Assesses JetBlue’s Pre-Tax Margin performance compared to a peer group of other airlines, including Delta, American, Southwest, United, Alaska, Spirit and Frontier, reinforcing the importance of industry competitiveness. For purposes of the 2022 PCAs, Hawaiian Holdings Inc. was removed from the peer group following its acquisition by Alaska Air Group, Inc. on September 18, 2024. | | ESG Index | 25% | Evaluates progress on key sustainability and corporate responsibility initiatives that support JetBlue’s long-term strategy. |

  91. Performance Stock Units

    | * Absolute Pre-Tax Margin is a non-GAAP financial measure. Please refer to Appendix A “Regulation G Reconciliation of Non-GAAP Financial Measures.” |

  92. Performance Stock Units

    At the conclusion of the performance period, the Compensation Committee calculated the Company’s performance relative to these goals during the three-year performance period to determine the vesting percentage for the 2022 PCAs. The following table summarizes the performance results with respect to each of the performance measures applicable to the 2022 LTIP PCA grants.

  93. Performance Stock Units

    | Metric | Weight | Period | Threshold | Target | Maximum | Achievement | Performance | Payout | | Absolute Pre–Tax Margin | 50% | 2022 | (9%) | (6%) | (3%) | (3.4)% | 186.7% | 31.1% | | | | 2023 | 1% | 6% | 8% | (1.5)% | 0% | 0% | | | | 2024 | 2% | 8% | 10% | (8.8)% | 0% | 0% | | Relative Pre-Tax Margin | 25% | | (3 pts.) | 0.3 pts | 3 pts. | (4.5)% | 0% | 0% | | ESG Index | 25% | | Index | Index | Index | Index | 123.7% | 30.9% | | Sustainable Aviation Fuel Goal | 6.25% | | 4.9M Gallons | 8.6M Gallons | 12.3M Gallons | 9.3M Gallons | 118.9% | 7.4% | | Emissions Goal | 6.25% | | 7.8% | 9.8% | 11.8% | 7.1% | 0% | 0.0% | | Supplier Engagement | 6.25% | | 2.0% | 5.0% | 8.0% | 44.0% | 200.0% | 12.5% | | Talent Pipeline and Development | 6.25% | | 45.0% | 60.0% | 75.0% | 71.4% | 176.0% | 11.0% | | TOTAL | 100.0% | | | | | | | 62.0% |

  94. Performance Stock Units

    | * Absolute Pre-Tax Margin is a non-GAAP financial measure. Please refer to Appendix A “Regulation G Reconciliation of Non-GAAP Financial Measures.” |

  95. Performance Stock Units

    | 56 | | 2025 PROXY STATEMENT |

  96. Performance Stock Units

    Based the performance noted above, the table below summarized the award values at grant, the payout percentage and the final award amount for each NEO.

  97. Performance Stock Units

    | NEO(1) | Award Value at Grant ($) | Payout Percentage | Final Award Amount ($) | | Joanna Geraghty | 1,150,000 | 62% | 713,000 | | Ursula Hurley | 800,000 | 62% | 496,000 | | Warren Christie | 150,000 | 62% | 93,000 | | Carol Clements | 300,000 | 62% | 186,000 |

  98. Performance Stock Units

    | (1) Mr. Hayes retired in 2024. Upon his retirement, he was eligible to receive a prorated portion of the award, which was paid out at 62%, equaling a final award amount of $850,214. Mr. Nelson left JetBlue and was not eligible for retirement under the terms of the award, and therefore, he forfeited the full amount. |

  99. Performance Stock Units

    2024 Target Total Direct Compensation The table below summarizes the Compensation Committee-approved 2024 target total direct compensation for the NEOs described above, which excludes non-recurring items such as sign-on awards:

  100. Performance Stock Units

    | NEO(1) | 2024 Base Salary ($) | 2024 Target Annual Incentive (as % of base salary) | 2024 Target Annual Incentive ($) | 2024 LTI Target ($) | 2024 LTI Target (in RSUs) ($) | 2024 LTI Target (in PSUs) ($) | 2024 Target Total Direct Compensation ($) | | Joanna Geraghty | 700,000 | 175% | 1,225,000 | 3,250,000 | 1,625,000 | 1,625,000 | 5,175,000 | | Martin St. George | 625,000 | 125% | 781,250 | 2,000,000 | 1,000,000 | 1,000,000 | 3,406,250 | | Ursula Hurley | 600,000 | 110% | 660,000 | 2,000,000 | 1,000,000 | 1,000,000 | 3,260,000 | | Warren Christie | 530,000 | 90% | 477,000 | 1,200,000 | 600,000 | 600,000 | 2,207,000 | | Carol Clements | 530,000 | 70% | 371,000 | 1,000,000 | 550,000 | 450,000 | 1,901,000 |

  101. Performance Stock Units

    | (1) Mr. Hayes 2024 Target Total Direct Compensation while serving as CEO was $5,675,000. Mr Nelson’s 2024 Target Total Direct Compensation was $2,290,000 prior to his separation. |

  102. Performance Stock Units

    Sign-On Award In connection with his appointment, Mr. St. George received a sign-on cash bonus with a total target value of $500,000, which is designed to align his interests with stockholders and incentivize long-term performance. The bonus is paid in two equal installments, with the first paid on April 5, 2024, and the second within 30 days after the first anniversary of his start date. The award is subject to clawback if Mr. St. George is not actively employed through February 15, 2026 or does not meet applicable performance goals.

  103. Performance Stock Units

    | 2025 PROXY STATEMENT | | 57 |

  104. Performance Stock Units

    Other Compensation Policies and Information

  105. 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”) 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 2024, the matching contribution for each NEO was $17,250, as reported in the Summary Compensation Table below), subject to all applicable regulatory limits, and the match cliff vests after three years of employment. Our award agreements under the Omnibus Plan generally include retirement provisions for retirement eligible crewmembers, which provide for continued vesting of RSUs, and prorated continued vesting of PCAs and PSUs. |

  106. Tax Considerations

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

  107. Tax Considerations

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Joanna Geraghty Chief Executive Officer | 2024 | 694,508 | 385,417 | 3,737,498 | 1,917,000 | 22,885 | 6,757,308 | | | 2023 | 647,917 | 1,724,917 | 5,574,982 | 1,018,200 | 27,981 | 8,993,997 | | | 2022 | 620,000 | | 849,992 | 979,500 | 18,676 | 2,468,168 | | Marty St. George(5) President | 2024 | 531,250 | 250,000 | 1,999,986 | 781,250 | 25,180 | 3,587,666 | | Ursula Hurley Chief Financial Officer | 2024 | 597,917 | 591,667 | 2,299,993 | 1,156,000 | 36,999 | 4,682,576 | | | 2023 | 498,667 | 1,925,267 | 3,374,982 | 600,500 | 44,746 | 6,444,162 | | | 2022 | 306,417 | | | 175,000 | 41,912 | 523,329 | | Warren Christie Chief Operating Officer | 2024 | 524,507 | 331,000 | 1,379,993 | 570,000 | 26,276 | 2,831,776 | | Carol Clements Chief Digital and Technology Officer | 2024 | 530,000 | 175,000 | 1,149,992 | 557,000 | 20,177 | 2,432,169 | | | 2023 | 528,750 | — | 1,774,996 | 387,500 | 28,255 | 2,719,501 | | | 2022 | 513,750 | — | 599,990 | 411,000 | 200,213 | 1,724,953 | | Robin Hayes(6) Former Chief Executive Officer | 2024 | 79,640 | 566,667 | 749,997 | 850,124 | 203,067 | 2,449,496 | | | 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 | | Brandon Nelson(7) Former General Counsel and Corporate Secretary | 2024 | 325,000 | 429,167 | 1,494,992 | 393,208 | 259,901 | 2,902,268 | | | 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 |

  108. Tax Considerations

    | (1) The table below sets forth 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. |

  109. POTENTIAL POST-EMPLOYMENT COMPENSATION

    POTENTIAL POST-EMPLOYMENT COMPENSATION

  110. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | | Multiple of Base Salary and Target Bonus ($)(1) | Pro-Rata Annual Bonus(2) | Accelerated or Continued Vesting of RSUs ($) | Accelerated or Continued Vesting of PSUs ($) | Pandemic Retention Awards(3) | All Other Compensation ($) | Total ($) | | Joanna Geraghty | | | | | | | | | Termination by the Company without cause or by the Crewmember for good reason under Severance Plan(4) | 1,400,000 | 998,850 | 2,918,108 | — | — | 173,947 | 5,490,905 | | Termination for reasons of death or disability(5) | — | — | 6,005,865 | 1,616,752 | 110,417 | — | 7,733,034 | | Termination for reasons of retirement(6) | — | — | — | — | — | — | — | | Qualifying termination after change of control (double trigger)(7) | 3,850,000 | 1,225,000 | 6,005,865 | 3,455,547 | — | 83,222 | 14,619,634 | | Marty St. George | | | | | | | | | Termination by the Company without cause or by the Crewmember for good reason under Severance Plan(4) | 625,000 | 781,250 | 368,493 | — | — | 162,669 | 1,937,412 | | Termination for reasons of death or disability(5) | — | | 1,105,478 | 369,165 | — | — | 1,474,643 | | Termination for reasons of retirement(6) | — | — | — | — | — | — | — | | Qualifying termination after change of control (double trigger)(7) | 2,812,500 | 781,250 | 1,105,478 | 1,105,478 | — | 61,452 | 5,866,157 | | Ursula Hurley | | | | | | | | | Termination by the Company without cause or by the Crewmember for good reason under Severance Plan(4) | 1,200,000 | 387,750 | 1,787,610 | — | — | 159,712 | 3,535,072 | | Termination for reasons of death or disability(5) | — | — | 3,167,423 | 1,128,963 | 216,667 | — | 4,513,052 | | Termination for reasons of retirement(6) | — | — | — | — | — | — | | | Qualifying termination after change of control (double trigger)(7) | 2,520,000 | 660,000 | 3,167,423 | 2,327,456 | — | 55,364 | 8,730,243 | | Warren Christie | | | | | | | | | Termination by the Company without cause or by the Crewmember for good reason under Severance Plan(4) | 1,060,000 | 314,800 | 1,473,514 | 477,170 | 31,000 | 168,754 | 3,525,238 | | Termination for reasons of death or disability(5) | — | — | 1,473,514 | 477,170 | 31,000 | | 1,981,684 | | Termination for reasons of retirement(6) | — | — | 1,473,514 | 477,170 | 31,000 | 123,000 | | | Qualifying termination after change of control (double trigger)(7) | 2,014,000 | 477,000 | 1,473,514 | 1,096,297 | — | 72,528 | 5,133,339 | | Carol Clements | | | | | | | | | Termination by the Company without cause or by the Crewmember for good reason under Severance Plan(4) | 530,000 | 399,250 | 1,027,504 | — | — | 36,712 | 1,993,466 | | Termination for reasons of death or disability(5) | — | — | 1,799,374 | 561,789 | — | — | 2,361,163 | | Termination for reasons of retirement(6) | — | — | — | — | — | — | | | Qualifying termination after Change of Control (double trigger)(7) | 1,802,000 | 371,000 | 1,799,374 | 1,127,949 | — | 55,364 | 5,155,688 |

  111. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | 2025 PROXY STATEMENT | | 71 |

  112. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | (1) As of December 31, 2024, we had no contractual obligations to make severance payments to any of our NEOs, other than Ms. Geraghty and Mr. Nelson (except as provided in the Severance Plan described below). Should any of the NEOs be terminated without Cause or Good Reason, under our Severance Plan, and based on titles and years of service, the NEOs would be entitled to the following salary continuation amounts: Mses. Geraghty and Hurley, and Messrs. Christie two (2) years; Ms. Clements and Mr. St. George one (1) year of severance payments as of December 31, 2024. Ms. Geraghty’s employment agreement provides that, if terminated by the Company without cause or Ms. Geraghty resigns with Good Reason, she would receive compensation as provided for in the Severance Plan and be eligible to receive continued flight benefits. | | (2) As the assumed termination date for this table is December 31, 2024, the amounts listed do not reflect pro-ration. The Severance Plan provides for payment of an average annual cash incentive award equal to the average of the last two annual bonuses. Under a change in control scenario, the payment represents a target annual cash incentive award for the year in which termination occurs, which is payable under the Executive Change of Control Plan. | | (3) As of December 31, 2024, Mses. Geraghty and Hurley and Mr. Christie continued to hold rights to payments under RAs. If termination were to occur due to death or disability (and also due to retirement for Mr. Christie only) on December 31, 2024, prior to the date in which the RAs become payable, such NEO would be eligible to receive the amounts under his or her RAs on the same schedule as previously disclosed. | | (4) As the assumed termination date for this table is December 31, 2024, the amounts listed do not reflect pro-ration. Under the terms of the Severance Plan, based on titles and years of service, the NEOs would be entitled to the following salary continuation amounts: Mses. Geraghty and Hurley, and Mr. Christie: two (2) years, and Ms. Clements: one (1) year of severance pay and a bonus equal to the average of the last two (2) annual bonuses pro-rated by the number of months completed in the calendar year of termination. Mr. St. George does not currently have two years of service, so would be entitled to one (1) year of severance pay and a bonus equal to his target. Based on the Severance Plan, each NEO would be entitled to the eleven (11) months of continued vesting of RSUs following the date of termination, except for Mr. Christie as he is retirement eligible for equity awards: 371,261 for Ms. Geraghty, 46,882 RSUs for Mr. St. George, 227,431 RSUs for Ms. Hurley, 187,470 RSUs for Mr. Christie, 130,726 RSUs and for Ms. Clements, all valued for the purpose of this table at the closing stock price on the last fiscal day of 2024 under the Omnibus Plan. No accelerated vesting of PSUs is assumed here, as accelerated vesting is at the discretion of the Compensation Committee, except for Mr. Christie as he is retirement eligible for equity awards. All other compensation assumes (1) $30,000 in outplacement services for each of the NEOs; (2) $123,000 assumed value of lifetime flight benefits for: Mses. Geraghty and Hurley and Messrs. St. George, and Christie; (3) employer costs for medical, dental and vision coverage in the amount of $20,950 for Ms. Geraghty, $9,670 for Mr. St. George, $15,754 for Mr. Christie and $6,712 for Mses. Hurley and Clements. | | (5) Assumes pro-rated vesting in the event of a termination due to death or disability with a termination date of December 31, 2024. Mr. Geraghty would already have been paid her full annual salary; however, she would be entitled to any other accrued compensation which would be her annual bonus related to performance year 2024 and her outstanding RAs. Pursuant to the respective RSU and PSU Award Agreement death or disability provisions under the Omnibus Plan, each of Mses. Geraghty, Hurley and Clements and Messrs. St. George and Christie would receive pro-rated vesting of PSUs (where applicable) based on the Company’s performance metrics achieved through the end of the applicable performance period and prorated RSUs from the grant date through termination date due to death or disability except for Mr. Christie as he is retirement eligible for equity awards: 764,105 RSUs and 205,694 PSUs for Ms. Geraghty, 140,646 RSUs and 46,968 PSUs for Mr. St. George, 402,980 RSUs and 143,634 PSUs for Ms. Hurley, 187,470 RSUs and 60,709 PSUs for Mr. Christie, and 228,928 RSUs and 71,474 PSUs for Ms. Clements, valued using the closing stock price on the last fiscal day of 2024. | | (6) Assumes continued vesting in the event of a termination due to retirement with a termination date of December 31, 2024 and lifetime flight benefits. Only Mr. Christie is retirement eligible as of December 31, 2024. | | (7) Potential payments to each of Mses. Geraghty, Hurley and Clements and Messrs. St. George, and Christie, upon a qualifying termination of their employment after 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 Omnibus Plan and any RAs. None of Mses. Hurley and Clements nor Messrs. St. George and Christie, have employment agreements with the Company. This table assumes accelerated vesting of all outstanding equity at the closing stock price on the last fiscal day of 2024: 764,105 RSUs for Ms. Geraghty; 140,646 RSUs for Mr. St. George; 402,980 RSUs for Ms. Hurley, 187,470 RSUs for Mr. Christie and 228,928 RSUs for Ms. Clements per the change in control provisions under the Omnibus Plan. Accelerated vesting of PSUs is assumed to be at target. Under the Executive Change in Control Plan, each of the NEOs would be entitled to receive: (1) two (2) years of salary and two times (2x) target bonus for the year in which termination of employment occurs; (2) a pro-rated portion of annual bonus for the year in which termination occurs, at the target level of achievement; (3) payment for certain unreimbursed relocation expenses incurred (if any); and (4) reimbursement for all costs incurred in procuring health and dental care coverage for the NEO and their eligible dependents under COBRA for 18 months. During the reimbursement period, if an eligible crewmember were to become covered under group health and dental care plans providing substantially comparable benefits to those provided to similarly situated active crewmembers of the Company, then the aforementioned COBRA reimbursement payments would be eliminated. All other compensation assumes (i) $30,000 in outplacement services, (ii) $12,300 in assumed value flight benefits for two (2) years for each of the NEOs. Amounts payable to executive officers that are closely associated with a change of control transaction and exceed certain thresholds set forth in the Internal Revenue Code trigger a 20% excise tax under Sections 280G and 4999 of the Code and corresponding loss of an employer tax deduction. Under the Executive Change in Control Plan, amounts payable to participants will be reduced to below the threshold level at which the excise tax is triggered if such reduction would result in a higher after-tax payment to the participant that would have applied had the participant received the full payments and paid the excise tax. As such, the amounts disclosed in this table may be higher than the amount of payments the NEOs actually receive if this reduction were to apply. |

  113. POTENTIAL POST-EMPLOYMENT COMPENSATION

    Mr. Hayes retired from the position of Chief Executive Officer on February 12, 2024 and served as an advisor to the Company until June 2, 2024 pursuant to a transition agreement, the terms of which are summarized in “Summary of Employment and Transition Agreements with Mr. Hayes” above. Mr. Nelson, the Company’s then-General Counsel and Corporate Secretary, stepped down from his position with the Company effective August 5, 2024. In connection with his service as an advisor, the Company and Mr. Nelson entered into a separation agreement and general release, pursuant to which Mr. Nelson served as a strategic advisor to the Company through November 1, 2024, the terms of which are summarized in “Payments to Mr. Nelson upon Termination.”

  114. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | 72 | | 2025 PROXY STATEMENT |

  115. POTENTIAL POST-EMPLOYMENT 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 Crewmember:

  116. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | ■ | The total annual compensation of our estimated median employee who was employed on December 31, 2024 was $83,624. | | ■ | The total annualized compensation of our CEO was $6,783,800(1), 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 81 to 1 |

  117. POTENTIAL POST-EMPLOYMENT COMPENSATION

    The Company calculated the 2024 compensation for the median crewmember using the same methodology used to calculate the total annual compensation of the Company’s CEO, as reported in the Summary Compensation Table. There were no material changes to the Company’s crewmember population or compensation programs for 2024 that the Company believed would significantly impact the pay ratio disclosure for 2024, as compared to 2023. Therefore, as permitted by the SEC’s rules, for purposes of determining the 2024 Pay Ratio, the Company used the same median employee who was identified for purposes of the Company’s fiscal 2023 disclosure. The following describes methodology used to identify the Company’s median Crewmember for 2023: 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 minimis 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.

  118. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | (1) The total annualized compensation of our CEO assumes salary and annual bonus not prorated for time in position. Ms. Geraghty assumed the role of CEO on February 12, 2024. |

  119. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | 2025 PROXY STATEMENT | | 73 |

  120. POTENTIAL POST-EMPLOYMENT COMPENSATION

    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.

  121. POTENTIAL POST-EMPLOYMENT COMPENSATION

    | | | | | | Average Summary Compensation Table Total for non-PEO NEOs ($)(1) | Average Compensation Actually Paid to non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment Based on: | | | | | Fiscal Year | Summary Compensation Table Total for Ms. Geraghty ($)(1) | Summary Compensation Table Total for Mr. Hayes ($)(1) | Compensation Actually Paid to Ms. Geraghty ($)(1)(2) | Compensation Actually Paid to Mr. Hayes ($)(1)(2) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | Net Income ($ millions) | GAAP Pre-tax Margin (%)(4) | | (a) | (b) | (b) | (c) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 6,757,308 | 2,449,496 | 8,520,530 | 1,477,745 | 3,287,291 | 3,255,475 | 42 | 61 | (795) | -9.7 | | 2023 | n/a | 10,779,925 | n/a | 9,082,921 | 5,767,245 | 4,775,072 | 30 | 62 | (310) | -3.5 | | 2022 | n/a | 3,457,274 | n/a | 1,855,782 | 1,430,804 | 970,779 | 34 | 48 | (362) | -4.8 | | 2021 | n/a | 3,449,755 | n/a | 3,439,434 | 1,353,013 | 975,734 | 76 | 74 | (182) | -4.4 | | 2020 | n/a | 2,063,189 | n/a | (953,474) | 1,233,835 | 345,925 | 78 | 76 | (1,356) | -64.0 |

  122. 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 (excluding the director in question) shall, within 90 days after certification of the election results, decide whether to accept the director’s resignation through a process overseen by the Governance and Nominating Committee (and excluding the director in question from all Board and Committee deliberations). The Board shall promptly disclose its decision and, if applicable, the reasons for rejecting the resignation in a filing with the SEC or in a press release that is widely disseminated. 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.