Jetblue Airways Corp PRE 14A, filed Mar 31, 2020

Jetblue Airways Corp (JBLU)

PRE 14A 2020-03-31 For: 2020-05-14

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PROXY STATEMENT SUMMARY	05

CORPORATE GOVERNANCE AT JETBLUE	15

THE BOARD OF DIRECTORS	26

MANAGEMENT PROPOSAL 1 TO ELECT DIRECTORS	29

MANAGEMENT PROPOSAL 2 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	36

NAMED EXECUTIVE OFFICER COMPENSATION DISCUSSION AND ANALYSIS	37

COMPENSATION COMMITTEE REPORT	50

SUMMARY COMPENSATION TABLE	51

GRANTS OF PLAN-BASED AWARDS	52

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END	54

OPTION EXERCISES AND STOCK VESTED	56

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	57

PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN EMPLOYEE COMPENSATION	63

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	64

MANAGEMENT PROPOSAL 3 TO APPROVE THE JETBLUE AIRWAYS CORPORATION 2020 OMNIBUS EQUITY INCENTIVE PLAN	66

MANAGEMENT PROPOSAL 4 TO APPROVE THE JETBLUE AIRWAYS CORPORATION 2020 CREWMEMBER STOCK PURCHASE PLAN	73

MANAGEMENT PROPOSAL 5 TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS	77

AUDIT COMMITTEE REPORT	80

MANAGEMENT PROPOSAL 6 TO APPROVE AN AMENDMENT TO THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE STOCKHOLDERS WITH THE RIGHT TO REQUEST THAT THE COMPANY CALL A SPECIAL MEETING	81

MANAGEMENT PROPOSAL 7 TO APPROVE AN AMENDMENT OF THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE STOCKHOLDERS WITH THE RIGHT TO ACT BY WRITTEN CONSENT	83

PROPOSAL 8 STOCKHOLDER PROPOSAL	85

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	87

OTHER MATTERS	92

ADDITIONAL INFORMATION	92

APPENDIX A REGULATION G RECONCILIATIONS OF NON-GAAP FINANCIAL MEASURES	A-1

APPENDIX B	B-1

APPENDIX C	C-1

APPENDIX D	D-1

APPENDIX E	E-1

1.	To elect the ten directors named in this proxy statement;
2.	To approve, on an advisory basis, the Company’s executive compensation (“say on pay” vote);
3.	To approve the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan
4.	To approve the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan
5.	To ratify the appointment of the independent registered public accounting firm for the fiscal year ending December 31, 2020;
6.	To approve an amendment to the Company’s amended and restated certificate of incorporation to provide stockholders with the right to request that the company call a special meeting
7.	To approve an amendment to the Company’s amended and restated certificate of incorporation to provide stockholders with the right to act by written consent
8.	To vote on a stockholder proposal, if properly presented at the meeting; and
9.	Such other business as may properly come before the meeting.

VOTE IN ADVANCE OF THE MEETING:
If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from the holder of record to vote your shares.		BY INTERNET Go to www.proxyvote.com		BY TELEPHONE call 1-800-690-6903 (toll free)		BY MAIL mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope

Filed by the Registrant	Filed by a Party other than the Registrant

Proposals		Board Recommends	Reasons for Recommendation	See Page
1.	To elect ten directors named in the proxy statement	Vote FOR	The Board and its Governance and Nominating Committee believe the ten director nominees possess the skills and experience to effectively monitor performance, provide oversight and advise management on the Company’s long term strategy.
2.	To approve, on an advisory basis, the Company’s executive compensation “say on pay”	Vote FOR	Our executive compensation programs demonstrate our execution on our pay for performance philosophy.
3.	To approve the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan	Vote FOR	The Board believes having the stockholders approve the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan is in the Company’s best interests.
4.	To approve the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan	Vote FOR	The Board believes having the stockholders approve the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan is in the Company’s best interests.

					Committee Memberships
Name Occupation	Age	Director since	Independent	Other Public Boards	Audit	Comp	Airline Safety	G&N	Finance
B. Ben Baldanza Owner and investor of Diemacher, LLC, former CEO, Spirit Airlines	58	2018	Y	1
Peter Boneparth⁽²⁾ Advisor to the Blackstone Group, LLP	60	2008	Y	1
Virginia Gambale Managing Partner, Azimuth Partners LLC	60	2006	Y	3
Robin Hayes CEO, JetBlue Airways	53	2015	N	0

(1)	Reflects committee and committee Chair assignments to be implemented following the 2020 Annual Meeting, as Mr. Joel Peterson and Mr. Frank Sica are not standing for re-election and Mr. Stephan Gemkow resigned earlier this year.
(2)	Upon Mr. Peterson’s departure from the Board in May 2020, Mr. Boneparth will assume the role of independent Board Chair.

■	Cabin Restyle - We made significant progress on our cabin restyle program which includes two iterations. Phase 1 of the program introduced our popular Airbus A321 interior to our Airbus A320 aircraft. Phase 2, which began in early 2019, includes enhancements to provide our customers with a cabin experience of the future. It features a new seat design with memory foam cushion comfort and adjustable headrests, a next generation inflight entertainment system with an expanded collection of on demand movies, television shows including full seasons and video content, plus new gaming features, and expanded Fly-Fi^® coverage over water to support our growing network.
■	Mobile Application - We updated our mobile application to include an in-app chat functionality. With the added in-app functionality, customers will have even more options for connecting with our customer support crewmembers.
■	Fare Options 2.0 - Since launching our first fare options platform in 2015, we have gained deep insights into what customers want when they select a fare. In November 2019, we launched fare options 2.0 to offer the choices that today’s customers want, including a new low fare for price sensitive travelers which we call Blue Basic, and an updated option for customers who value additional benefits like flexibility and speed, which we refer to as Blue Extra. Blue Basic is designed to help customers save while still offering the full JetBlue experience. Customers choosing the Blue Basic option will enjoy the same great experience with the most legroom in coach, free brand-name snacks and drinks, free high-speed wi-fi, DIRECTV^®and movies at every seat, and our award-winning customer service. Blue Extra offers customers full change flexibility, early boarding, and Even More^® Speed at a significant discount over the cost of purchasing these services as add-ons.

■	J.D. Power and Associates named JetBlue its Top Low Cost Airline for Customer Satisfaction for 2019. Within the J.D. Power study, we led in four of the seven categories: aircraft, inflight services, flight crew, and reservations. This is our 13^thJ.D. Power and Associates award.
■	Airline Ratings awarded JetBlue 7 out of 7 stars for safety, and 5 out of 5 stars for our product offerings. It also named us the Best Low Cost Airline in the Americas.
■	We were recognized in the 2019 TripAdvisor Travelers’ Choice^®Awards for the Best Regional Business Class and Best in Passenger Comfort in North America.
■	At The Points Guy Awards, JetBlue took top honors in both Best Domestic Business Class Product and Best Domestic Economy Product for a second year in a row. We were also recognized by The Points Guy as the Best Airline for Families.
■	We are the number one domestic airline in Travel + Leisure’s World’s Best Awards 2019.

■	Independent Chairman of the Board; Chairman and CEO positions have been separated since 2008.
■	9 of 10 director nominees are independent, with Robin Hayes, our CEO, as our sole non-independent director nominees
■	All members of each of the Audit, Compensation and Governance and Nominating Committee (the “Governance Committees”) are independent and these committees regularly meet in executive session.
■	40% of all director nominees are female
■	Independent directors regularly meet in executive session.
■	We have a robust orientation program for new directors and ongoing training for continuing directors.
■	All Audit Committee members are financially literate, and a majority are audit committee financial experts.
■	The Compensation Committee uses an independent compensation consultant.

■	A robust, ongoing stockholder engagement program
■	Annual elections of all Directors
■	A majority vote standard in director elections
■	A thoughtful approach to board composition and refreshment
■	Annual board and committee evaluations
■	Limitation on the number of public company boards on which Directors may serve
■	Stockholders’ right to call a special meeting (to be voted on at this Meeting)
■	Stockholders’ right to act by written consent (to be voted on at this Meeting)
■	Proxy access

Audit		Financial reporting; internal and external audit; cybersecurity, including in support of the Board’s role in risk oversight of cybersecurity risks; certain other risks not otherwise assigned; certain legal, regulatory, compliance and business continuity matters
Compensation		Compensation and benefits; succession planning at the officer level, including with the Governance and Nominating Committee
Governance and Nominating		Board effectiveness, director qualifications, on boarding and continuing education of directors, political contribution and PAC matters, shareholder engagement, governance framework
ESG Subcommittee		Environmental and sustainability initiatives, social and governance issues, including diversity and inclusion
Airline Safety		Monitor promotion of operational safety culture, flight operations safety and overview of aspects of airline safety
Finance		Oversight of the Company’s financial condition, financing activities, capital plan, budget and related activities

■	*Five Standing Committees –* Our Board has an Audit Committee, a Compensation Committee, a Governance and Nominating Committee, an Airline Safety Committee and a Finance Committee. Each Committee has a charter describing its specific responsibilities, which can be found on our investor relations page on our website. The table below provides current membership for each Board Committee. In 2019, our Board established an ESG subcommittee to the Governance and Nominating Committee, to address Environmental, Social and Governance issues pertinent to our business.

■	*Committees are Independent –* Our Governance Committees (Audit, Compensation and Governance and Nominating) and our Finance Committee are staffed by independent directors. Our CEO serves on the Airline Safety Committee.

■	*Regular Committee Executive Sessions of Independent Directors –* Members of the Audit, Compensation and Governance and Nominating Committees regularly meet in executive session.

■	*Committees have authority to engage legal counsel or other advisors or consultants –* Each committee can retain advisors or consultants as it deems appropriate to carry out its responsibilities.

■	*Independent compensation consultant –* The Compensation Committee retains Pay Governance LLC (“Pay Governance”)


www.jetblue.com

					Committee Memberships
Name Occupation	Age	Director since	Independent	Other Public Boards	Audit	Comp	Airline Safety	G&N	Finance
Ellen Jewett Managing Partner, Canoe Point Capital, LLC	61	2011	Y	1
Robert Leduc Former President, Pratt & Whitney, a subsidiary of United Technologies Corporation	64	nominee	Y	0
Teri McClure Former Chief Human Resources Officer, United Parcel Services, Inc.	56	2019	Y	0
Sarah Robb O’Hagan CEO, EXOS, the Human Performance Company	47	2018	Y	0
Vivek Sharma CEO and Founder, InStride	45	2019	Y
Thomas Winkelmann Executive Chairman of Zeitfracht Group	60	2013	Y	0

	–	Is retained and terminated by, has its compensation fixed by, and reports solely to, the Compensation Committee
	–	Is independent of the Company
	–	Maintains and adheres to the Pay Governance independence policy to prevent conflicts of interest
	–	Does not directly own JetBlue common stock
	–	Will not perform any work for Company management except at the request of the Compensation Committee Chair and in the capacity of the Compensation Committee’s agent
	–	Does not provide any unrelated services or products to the Company, its affiliates, or management, except for surveys purchased from the consultant firm
	–	Do not have any business or personal relationship with a Committee member or with an executive officer of JetBlue
	–	In 2019, the fees received for the JetBlue engagement were less than 1% of PG’s annual revenues

■	*Director orientation –* Our enhanced and revised director orientation program familiarizes new directors with JetBlue’s business, operations, strategies and policies, and assists them in developing company and industry knowledge to optimize their service on the Board. As we add new Board members, we continue to solicit our Board members’ post-orientation feedback to improve our director orientation program.

	The enhanced orientation process includes directors going to our orientation classes for new crewmembers and “shadowing” certain operational leaders to help them appreciate the industry’s complexities. The Board works with management on an ongoing basis to continue to enhance the orientation program with feedback solicited as directors go through the orientation program.

■	*Continuing education –* We provide our directors with educational opportunities to enhance the skills and knowledge they use to perform their responsibilities, including a membership with the National Association of Corporate Directors (“NACD”). These programs may include internally developed materials and presentations, programs presented by third parties, and financial and administrative support to attend qualifying academic or other independent programs.

Our Corporate Governance Documents
Amended and Restated Articles of Incorporation	Audit Committee Charter
Amended and Restated Bylaws	Compensation Committee Charter
Corporate Governance Guidelines	Governance and Nominating Committee Charter
JetBlue Code of Conduct	Airline Safety Committee Charter
JetBlue Business Partner Code of Conduct	Finance Committee Charter
JetBlue Code of Ethics	ESG Subcommittee Charter

BOARD MEMBERSHIP CRITERIA
	Independence
	Integrity
	Track record of success
	Business Judgment
	Innovative thinking
	Diversity
	Familiarity with and respect for corporate governance requirements and practices
	Ability & willingness to commit sufficient time to the Board

ELLEN JEWETT Age 61 Director since: 2011 INDEPENDENT JETBLUE BOARD COMMITTEES: ■ Governance & Nominating, Chair ■ Audit ■ Finance	EXPERIENCE: Current Role: ■ Managing Partner of Canoe Point Capital, LLC, an investment firm focusing on early stage social ventures. Current Public Company Board: ■ JetBlue Airways Corporation ■ Booz Allen Hamilton Holding Corporation Prior Business and Other Experience: ■ Ms. Jewett was the Managing Director Head of U.S. Government and Infrastructure for BMO Capital Markets covering airports and infrastructure banking from 2010-2015. Prior to that, Ms. Jewett spent more than 20 years at Goldman, Sachs & Co. 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 director for Fundamental Credit Opportunities (FCO) U.S. and Offshore Feeder Funds and a Trustee of Children’s Aid in New York City.	Key Qualifications: ■ As a finance professional, Ms. Jewett’s qualifications and experience include domestic and international finance, business and investment experience, talent management and experience in the areas of airports and infrastructure.

ROBERT LEDUC Age 64 Nominee INDEPENDENT JETBLUE BOARD COMMITTEE: ■ Audit (May 2020)	EXPERIENCE: Current Role: ■ Recently retired as President of UTC’s jet engine manufacturer Pratt & Whitney. ■ Nominee, Jet Blue Airways Corporation Board ■ Nominee, Howmet Board (April vote) Prior Business and Other Experience: ■ Mr. Leduc served as President of Pratt & Whitney from 2016 until early 2020. He had led helicopter manufacturer Sikorsky Aircraft from 2015-2016, when UTC sold Sikorsky to defense contractor Lockheed Martin Corp. Previously, Mr. Leduc served in leadership positions at Hamilton Sundstrand and UTC Aerospace Systems.	Key Qualifications: ■ As a senior aviation executive, Mr. Leduc’s qualifications include over 42 years of aviation experience, with significant maintenance and engine related experience, brand enhancement, finance and talent management.

TERI MCCLURE Age 56 Director since: 2019 INDEPENDENT JETBLUE BOARD COMMITTEE: ■ Audit	EXPERIENCE: Current Role: ■ Recently retired as Chief Human Resources Officer of United Parcel Service. Current Public Company Board: ■ JetBlue Airways Corporation Prior Business and Other Experience: ■ Ms. McClure is an aviation executive with nearly 25 years of experience. From 1995 until her retirement in the summer of 2019, Ms. McClure worked at United Parcel Service (“UPS”), serving most recently as Chief Human Resources Officer. She has also held positions in UPS’s legal department, including General Counsel and Corporate Secretary.	Key Qualifications: ■ As a CHRO and General Counsel as well as an aviation executive, Ms. McClure’s qualifications and experience include legal acumen, talent management, labor issues, aviation management, risk management oversight and international business experience.

SARAH ROBB O’HAGAN Age 47 Director since: 2018 INDEPENDENT JETBLUE BOARD COMMITTEE: ■ Audit	EXPERIENCE: Current Role: ■ CEO of EXOS, the Human Performance Company, since February 2020. Current Public Company Board: ■ JetBlue Airways Corporation Prior Business and Other Experience: ■ Prior to EXOS, Ms. Robb O’Hagan served as the Chief Executive Officer of the indoor cycling company Flywheel Sports, 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 the sports nutrition business Gatorade, where she successfully led the business through a major repositioning and business turnaround, and global president of the luxury fitness company Equinox, where she led the upgrading of the offering through a significant technology transformation.	Key Qualifications: ■ As a CEO, entrepreneur and author, Ms. Robb O’Hagan’s qualifications and experience include marketing and brand expertise, digital transformation, lifestyle brands, talent management, technology, risk management oversight and international business and operating company experience.

VIVEK SHARMA Age 45 Director since: 2019 INDEPENDENT JETBLUE BOARD COMMITTEE: ■ Audit	EXPERIENCE: Current Role: ■ Founder and Chief Executive Officer of InStride, a strategic enterprise education company, since 2018. Current Public Company Board: ■ JetBlue Airways Corporation Prior Business and Other Experience: ■ Mr. Sharma previously served as Senior Vice President of eCommerce and Digital Guest Experience at The Walt Disney Company from 2013-2018, and is also an adjunct professor of data science at the University of Southern California’s Marshall School of Business. Earlier in his career, he was the General Manager of Yahoo Mail & Messenger, Vice President of Product Management of Yahoo Search, and Associate Partner with the Technology Practice of McKinsey & Company.	Key Qualifications: ■ As a CEO, entrepreneur, author and professor, Mr. Sharma’s qualifications and experiences include digital transformation data science, ecommerce and digital guest experience, workforce online education and talent management.

THOMAS WINKELMANN Age 60 Director since: 2013 INDEPENDENT JETBLUE BOARD COMMITTEES: ■ Airline Safety, Chair ■ Compensation ■ Governance & Nominating	EXPERIENCE: Current Role: ■ Executive Chairman of Zeitfracht Group, a logistics company based in Berlin, Germany. Current Public Company Board: ■ JetBlue Airways Corporation Prior Public Company Board: ■ Lufthansa CityLine GmbH ■ Air Dolomiti S.p.A. Linee Aeree Regionali Europee. Prior Business and Other Experience: ■ Before joining Zeitfracht, Mr. Winkelmann served as CEO of airberlin from February 1, 2017 to December 31, 2018. He previously served as the Chief Executive Officer of Lufthansa German Airlines (Hub Munich) since January 1, 2016 and was a member of the Group Executive Committee of Lufthansa Group. From September 2006 through December 2015, he served as Chief Executive Officer of Germanwings GmbH.	Key Qualifications: ■ As a senior airline executive, Mr. Winkelmann’s qualifications and experience include sales, marketing, revenue management, airline operations, knowledge of North America, Latin America and the Caribbean as well as general airline industry knowledge.

COMPENSATION STRUCTURE FOR DIRECTORS FOR 2019
Annual base retainer (all independent directors)	$	70,000
Annual equity award⁽¹⁾	$	125,000
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 Committee membership fees:
Audit	$	15,000
Compensation, G&N, Airline Safety	$	10,000
New directors DSU grant⁽²⁾	$	35,000

(1)	Director stock units vest after one year of service. Settlement is deferred until a director’s separation from the Board.
(2)	New director stock unit grants vest ratably over three years of service. Settlement is deferred until a director’s separation from the Board.

	Fees Earned or Paid in Cash ($)	Stock Awards ($)	⁽¹⁾	All Other Compensation ($)	⁽²⁾	Total ($)
Robin Hayes⁽³⁾	—	—		—		—
Ben Baldanza	95,000	124,994		—		219,994
Peter Boneparth	105,000	124,994		12,651		242,645
Virginia Gambale	110,000	124,994		—		234,994
Stephan Gemkow⁽⁶⁾	80,000	124,994		—		204,994
Ellen Jewett	105,000	124,994		—		229,994
Stanley McChrystal⁽⁴⁾	29,166	124,994		—		154,160
Teri McClure⁽⁵⁾	42,500	34,987		—		77,487
Joel Peterson	130,000	124,994		—		254,994
Sarah Robb O’Hagan	90,000	124,994		—		214,994
Vivek Sharma⁽⁵⁾	14,167	34,983		—		49,150
Frank Sica	85,000	124,994		—		209,994
Thomas Winkelmann	110,000	124,994		—		234,994

(1)	Includes 7,246 deferred stock units granted on February 25, 2019 to the then-sitting directors. At December 31, 2019, 69,398 deferred stock units remained outstanding for each of Ms. Gambale, and Messrs. Gemkow, Peterson, and Sica, 62,398 for Mr. Boneparth, 50,496 for Ms. Jewett, 37,512 for Mr. Winkelmann, and 9,385 for each of Ms. Robb O’Hagan and Mr. Baldanza. Ms. Teri McClure joined the Board in July 2019 and received a grant of 2,046 deferred stock units. Mr. Sharma joined the Board in November 2019 and received a grant of 1,849 deferred stock units. The amount represented reflects the grant date fair value of the deferred common stock units 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, 2019, 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 2019, 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 over $10,000 in value.
(3)	Mr. Hayes was employed by the Company in 2019. He did not receive any additional compensation for his director service to the Company. Mr. Hayes’ compensation is reported in the Summary Compensation Table on page 51 of this proxy statement.
(4)	Gen. McChrystal served on our Board until May 16, 2019. As a result and in accordance with the terms of the DSU award agreement, his 2019 grant of deferred stock units was forfeited upon his departure from the Board.
(5)	Ms. McClure joined the JetBlue Board in July 2019 and Mr. Sharma joined the JetBlue Board in November 2019.
(6)	Mr. Gemkow served on our Board through March 2020. In accordance with the terms of the DSU award agreement, his 2020 grant of deferred stock units was forfeited upon his departure from the Board.

	What am I voting on?
	■ Stockholders are being asked to approve, on an advisory basis, the compensation of the named executive officers as described in the Compensation Discussion and Analysis beginning on page 37.
	Voting recommendation:
	■ FOR the resolution to approve compensation of the named executive officers, on an advisory basis. The Compensation Committee takes very seriously its role in the governance of the Company’s compensation programs and values thoughtful input from stockholders. The Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions.

TABLE OF CONTENTS

The content of this Compensation Discussion and Analysis is organized into four sections:

COMPENSATION PHILOSOPHY AND GOVERNANCE	38

COMPENSATION PROGRAM DESIGN	42

FY 2019 COMPENSATION DECISIONS	44

OTHER COMPENSATION POLICIES AND INFORMATION	48


ROBIN HAYES	JOANNA GERAGHTY	STEPHEN PRIEST	EASWARAN SUNDARAM	BRANDON NELSON
Chief Executive Officer	President and Chief Operating Officer	Chief Financial Officer	Chief Digital & Technology Officer	General Counsel and Corporate Secretary

SUPPORT OUR STRATEGY AND STAY TRUE TO OUR VALUES	ATTRACT AND RETAIN TOP TALENT	PAY FOR PERFORMANCE

We aim to align compensation programs with business strategies focused on long-term growth and creating value for our stockholders. We motivate crewmembers to overcome challenges and to deliver on commitments, all while living our values of Safety, Caring, Integrity, Passion and Fun.	We aim to set target compensation to be competitive with the airline industry, given our BlueCity and support center locations, route network, unique market placement, structure and size relative to other airlines.	We hold our named executive officers accountable for their performance in light of Company goals, industry economics and individual performance.

■	Competitive Peer Group Survey;
■	Management Recommendations; and
■	Annual Performance Reviews.

■	71% of the annual target compensation opportunity for our named executive officers was performance-based, on average
■	47% of the annual cash incentive was tied to achieving pre-established financial targets
■	50% of the annual target equity opportunity for our named executive officers was delivered in the form of a performance-based stock award with payouts based on achievement against pre-established strategic performance objectives. We review and refine our metrics under our performance stock awards to reflect key strategies that drive long-term growth
■	At least 51% of the annual target compensation opportunity for our named executive officers is equity-based to incentivize a long-term focus and align their interests with those of our stockholders.

Company	FY 2019 Revenue ($) (in millions)	Competing in our Market
American Airlines Group	45,768
Delta Air Lines, Inc.	47,007
United Continental Holdings, Inc.	43,259
Southwest Airlines Co.	22,428
Alaska Air Group, Inc.	8,781
JetBlue Airways Corporation	8,094
Spirit Airlines	3,831
Hawaiian Holdings Inc.	2,832

WE DO		WE DO NOT
	Emphasize performance-based, at risk pay		No tax gross ups for named executive officers
	Apply rigorous, stockholder - aligned performance objectives for executive cash incentive award payments		No repricing without stockholder approval
	Consider risk in our executive compensation program		No executive-only retirement benefits
	Compensation Committee engages an independent consultant		No evergreen provisions in our compensation plans
	Have executive stock ownership guidelines (including 6x base salary for CEO)		No excessive perquisites
	Have director stock ownership requirements		No guaranteed bonuses or annual cash incentive awards
	Grant equity awards with vesting schedules over at least one year and the majority over 3 years		No hedging or pledging JetBlue securities
	Maintain an executive compensation clawback policy, which includes recoupment and forfeiture provisions
	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 management succession and leadership development efforts
	Limited executive perquisites; executive health and welfare benefits same as other salaried employees
	Have double-trigger change in control provisions in our equity plan
	Have our equity plans administered by an independent committee
	Cap our Incentive Plans at 200% of Target
	Use multiple metrics with little overlap to avoid “feast or famine” payout situations

DESIGN COMPENSATION PLANS WITH PROVISIONS TO MITIGATE UNDUE RISK
■	Our executive compensation performance metrics drive longer term performance
■	Our short term metrics are diverse and include Controllable Costs, Customer Net Promoter Score (Customer NPS) and Pre-tax Margin
■	Our annual and long-term performance awards are based on different metrics, with little or no overlap, that we believe align with long-term business priorities
■	Our clawback policy serves as a risk mitigator
■	Our incentive compensation payments are capped at a maximum of 200% of target

Reward Element	Objective	Key Features	How Award Value is Calculated	2019 Decisions
Base Salary	To attract and retain the best talent	Fixed element of compensation paid in cash	Reviewed against individual’s level of skill, experience and responsibilities; compared against a group of comparably sized corporations and industry peers	Changes to base salary to maintain competitiveness
Annual Cash Incentive Awards	To motivate and incentivize performance over a one-year period.	Award value and measures are reviewed annually to ensure they support our strategy. Page 45	Performance is measured against financial and non-financial performance targets. Page 45	Performance resulted in award at 87.8% of target for the corporate percentage. Page 45
Long-Term Incentive Equity Award RSUs	To incentivize performance and retention over the long-term; aligns Executive’s interests with our long-term interests of stockholders.	Performance is measured annually and equity vests ratably over three years, subject to forfeiture. Page 46	Based on achievement of metric driven operational and strategic goals. Page 46	All NEOs met or exceeded targets. Page 46
Long-Term Incentive Equity Award PSUs	To motivate and incentivize sustained performance over the long-term; aligns interests of our executives with long-term interests of stockholders.	Performance is measured at the end of a three year period. PSUs payout, if at all, in common stock. Page 47	Based on achievement of two relative performance metrics. Page 47	Performance periods in progress. 2017-2019 had been scheduled to be paid in early 2020; payments deferred due to industry impact of coronavirus. 2018-2020 to be paid in early 2021. Page 47