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

Jetblue Airways Corp (JBLU)

DEF 14A 2025-04-02 For: 2025-05-14

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Added on June 12, 2026

About this DEF 14A

Jetblue Airways Corp filed this DEF 14A on April 2, 2025.

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☐		Preliminary Proxy Statement
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☑		Definitive Proxy Statement
☐		Definitive Additional Materials
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Reliable & Caring Service
—	Substantially improved reliability in every operational metric including a notable 6-point jump in on-time arrivals performance in 2024 vs. 2023.
—	Improved customer satisfaction as measured by the Net Promoter Score (NPS) by nearly 10 points vs. 2023 - best in industry.
—	Ranked 6th overall in The Wall Street Journal’s 2024 Airline Rankings, a three-spot improvement from the prior year.
—	Earned The Points Guy’s top spot for best U.S. economy class for the fifth time.
Best East Coast Leisure Network
—	Redeployed about 20% of our prior network into areas of strength, including the Northeast, Florida and the Caribbean, and ended operations at 15 airports.
—	Launched or announced service to 15 locations across the U.S., Caribbean, Latin America, and Europe.

Products & Perks Customers Value
—	Implemented successful new revenue streams like preferred seating and an enhanced BlueBasic offering.
—	Bolstered our TrueBlue loyalty program with more perks and partners, and launched a new premium credit card.
—	Announced plans to introduce a domestic first class cabin on all non-Mint^® aircraft beginning in 2026, rounding out a full spectrum of offerings for customers including Blue Basic, EvenMore, and Mint^®.
A Secure Financial Future
—	Met 2024 full-year cost guide despite headwinds, achieving top end of $175 - $200 million structural cost program target with $190 million of total program savings and setting the foundation for continued cost control through JetForward.
—	Raised over $3 billion of strategic financing to retire debt, pre-fund capital expenditures in 2024 and 2025, and provide runway to execute on our JetForward strategy.
—	Deferred ~$3 billion of aircraft capital expenditures to 2030 and beyond to help restore our balance sheet and improve JetBlue’s trajectory to free cash flow.

PROXY STATEMENT SUMMARY	5

CORPORATE GOVERNANCE AT JETBLUE	11

THE BOARD OF DIRECTORS	26

MANAGEMENT PROPOSAL 1 TO ELECT DIRECTORS	28

MANAGEMENT PROPOSAL 2 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS	39

NAMED EXECUTIVE OFFICERS COMPENSATION DISCUSSION AND ANALYSIS	40

LETTER FROM THE CHAIR OF THE COMPENSATION COMMITTEE	41

COMPENSATION COMMITTEE REPORT	59

SUMMARY COMPENSATION TABLE	60

GRANTS OF PLAN-BASED AWARDS	61

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END	64

OPTION EXERCISES AND STOCK VESTED	66

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL	67

PAY RATIO OF CHIEF EXECUTIVE OFFICER COMPENSATION TO MEDIAN CREWMEMBER COMPENSATION	73

PAY VERSUS PERFORMANCE	74

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	77

MANAGEMENT PROPOSAL 3 RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025	79

AUDIT COMMITTEE REPORT	82

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	83

OTHER MATTERS	88

ADDITIONAL INFORMATION	88

APPENDIX A NON-GAAP FINANCIAL MEASURES	90

1.	To elect the thirteen directors named in this proxy statement;
2.	To approve, on an advisory basis, the compensation of our named executive officers (“say-on-pay” vote);
3.	To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; and
4.	Such other business as may properly come before the annual meeting and any postponement(s) or adjournment(s) thereof.

VOTE IN ADVANCE OF THE MEETING:
If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from the holder of record to vote your shares.		BY INTERNET Vote your shares at *www.proxyvote.com* Have your Notice of Internet Availability or proxy card in hand for the 16-digit control number needed to vote.		BY TELEPHONE Call 1-800-690-6903 (toll-free) Have your Notice of Internet Availability or proxy card in hand for the 16-digit control number needed to vote.		BY MAIL Sign, date and return the enclosed proxy card or voting instruction form If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from the holder of record to vote your shares.


Date & Time May 14, 2025 9:00 a.m. EDT	Place Via the Internet at *www.virtualshareholdermeeting.com/jblu2025*	Record Date March 21, 2025

Proposals		Board Recommends	See Page
1.	Election of Directors The Board and its Governance and Nominating Committee believe each of the thirteen director nominees possesses the skills and experience to effectively monitor performance, provide oversight and advise leadership on the Company’s long-term strategy.	Vote FOR each nominee	28
2.	Advisory Vote on Executive Compensation (“say-on-pay”) Our executive compensation programs demonstrate the execution of our pay for performance philosophy.	Vote FOR	39
3.	Ratify Ernst & Young LLP (“EY”) as our Independent Registered Public Accounting Firm Based on the Audit Committee’s assessment of EY’s qualifications and performance, the Board and the Audit Committee believe EY’s retention for fiscal year 2025 is in the best interests of the Company and its stockholders.	Vote FOR	79

HOW DO I VOTE?
		BY INTERNET Vote your shares at *www.proxyvote.com* Have your Notice of Internet Availability or proxy card in hand for the 16-digit control number needed to vote.		BY TELEPHONE Call 1-800-690-6903 (toll-free) Have your Notice of Internet Availability or proxy card in hand for the 16-digit control number needed to vote.		BY MAIL Sign, date and return the enclosed proxy card or voting instruction form If your shares are held in the name of a broker, bank or other holder of record, follow the voting instructions you receive from the holder of record to vote your shares.		AT THE MEETING Vote online during the meeting See p. 83 “Questions and Answers About the Annual Meeting and Voting” for details about voting at the meeting.

				Other Public Boards	Committee Memberships as of 2025 Annual Meeting
Name	Age	Director since	Independent	Other Public Boards	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	—

WHAT WE HEARD FROM STOCKHOLDERS		WHAT WE DID
Enhance disclosure for: ■ Pandemic era retention awards ■ Ms. Geraghty’s special equity award ■ Spirit-related transaction incentive awards ■ Incentive metrics		Provided additional context and disclosures in this year’s CD&A relating to the pandemic era retention awards, Ms. Geraghty’s special equity award, Spirit-related transaction incentive awards and Long Term Incentive (“LTI”) metrics including timing, circumstances and criteria. See the “Historical Compensation Awards” section of the Compensation Discussion & Analysis on page 44.
Create a closer tie to individual performance and financial and operational performance for the Short Term Incentive (“STI”) program		Proactively capped 2024 bonuses – limited 2024 STI payouts to 100% to reinforce pay-for-performance alignment in light of overall financial performance. See the “2024 Annual Incentive Payout” section of the Compensation Discussion & Analysis on page 54.
Provide transparency relating to individual performance and what factors are included in goal assessment		Added specific individual goal assessments to provide further clarity on contributions of each NEO. See the “Individual Performance” section of the Compensation Discussion & Analysis on page 53.
More performance based LTI pay mix		LTI grant mix was updated to 50% RSUs and 50% PSUs for the CEO and majority of NEOs, whereas in 2023, LTI grant mix was on average weighted more on RSUs. See the “Long Term Incentives” section of the Compensation Discussion & Analysis on page 54.

■	Attract, motivate and retain the highest level of executive talent to guide our business and successfully execute our strategy.
■	Provide performance-based incentives to reward achievement of short- and long-term business goals and strategic objectives, which align with our operating plan, while recognizing individual contributions.
■	Align the interests of our executives with those of our stockholders, including by placing more than 85% of our CEO’s and 78% of our NEO’s 2024 total compensation opportunity “at-risk”.

*	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.


	Chair
	Member
	Financial Expert

■	More Comfort in Every Cabin – Our spacious seating, free high-speed Wi-Fi, and seatback entertainment set us apart in the industry.
■	Award-Winning Customer Service – We continue to be recognized for our caring, customer-first approach, including receiving the best industry-wide NPS score and top ranking by The Points Guy’s top for U.S. economy class for a fifth time in 2024.
■	Premium Travel Options – Our Mint^® product continues to raise the bar, we have made enhancements to our EvenMore experience, and we announced plans to introduce a domestic first-class product starting in 2026. New lounges opening in 2025 at JFK and 2026 in Boston Logan will further enhance the premium travel experience.
■	A Loyalty Program That Delivers – TrueBlue^® offers flexible rewards and valuable perks, with a new premium credit card that launched in early 2025.

(1)	Excluding special items and net (loss) gain on investments.
(2)	Cost per available seat mile, excluding aircraft fuel, other non-airline operating expenses, and special items.
*	Non-GAAP financial measure. For more information on the non-GAAP measures, please refer to Appendix A “Non-GAAP Financial Measures.”

Highlights

BOARD STRUCTURE AND INDEPENDENCE		STOCKHOLDER RIGHTS AND STRONG GOVERNANCE

	Engaged and autonomous independent Chair of the Board of Directors		Annual election of all directors

	All directors are independent except the CEO		Majority voting for directors in uncontested elections

	Highly skilled Board that provides a range of viewpoints		Stockholder representing at least 20% of outstanding shares are able to call special meetings

	Annual review of optimal Board leadership structure for the Company		Proxy access rights

	Annual Board and committee self-assessments		Responsive, active and ongoing stockholder engagement process

	Demonstrated commitment to Board refreshment		Annual review of committee charters, Corporate Governance principles and related policies

	Directors attended at least 75% of Board and committee meetings		Significant stock ownership requirements for directors and executive officers

	Risk oversight by full Board and committees		Comprehensive clawback policies for senior executives

	Limits on other public company board and audit committee service		Annual “say-on-pay” vote

	Mandatory retirement age of 72 for Board members		Maintain an Insider Trading Policy

	Wide-ranging and comprehensive director onboarding program along with robust continuing educational programs		Prohibition of hedging and pledging transactions by executive officers and directors

1.	Reliable & Caring Service – Driving operational excellence, reducing delays, and improving customer satisfaction.
2.	Best East Coast Leisure Network – Optimizing our route network to focus on high-demand markets where the JetBlue brand resonates and we have historically been successful.
3.	Products & Perks Customers Value – Enhancing revenue streams (including new premium offerings), investing in loyalty, and elevating the customer experience.
4.	A Secure Financial Future – Committed to cost discipline, enabling free cash flow and improving our balance sheet.

■	Improved operational performance, with a 6-point increase in on-time performance year-over-year.
■	Generated about $395 million in new revenue initiatives.
■	Delivered $190 million in structural cost savings.
■	Raised over $3 billion in strategic financing and deferred $3 billion in aircraft capital expenditures to strengthen liquidity.

■	Calling meetings of the Board and executive sessions with independent directors.
■	Setting the agenda for Board meetings in consultation with other directors, the CEO, and the Corporate Secretary.
■	Chairing executive sessions of the independent directors.
■	Working with the Chairs of the Compensation Committee and the Governance and Nominating Committee with regard to the annual CEO performance evaluation.
■	Working with the Governance and Nominating Committee to (1) oversee assessments of the Board and its committees and (2) recommend changes to enhance Board, committee and director effectiveness.
■	Engaging with stockholders.
■	Acting as an advisor to the CEO on strategic aspects of the CEO role with regular consultations on major developments and decisions likely to be of interest to the Board.
■	Setting and maintaining Board culture.
■	Performing other duties specified in the Corporate Governance Guidelines or as assigned by the Board.

■	12 of 13 director nominees are independent – We are committed to maintaining a substantial majority of directors who are independent of the Company and leadership. Except for our CEO, Joanna Geraghty, all directors are independent, including with respect to enhanced independence requirements for members of the Audit Committee and Compensation Committee, as applicable.
■	Quarterly executive sessions of independent directors – At each quarterly Board meeting, the independent directors meet in executive session without Company leadership present. Additional executive sessions are held, as needed.
■	Strategy – The independent directors meet in executive session at an annual strategy meeting.

■	*Restructured Board Committees for Enhanced Efficiency and Oversight* – As part of the Board’s ongoing commitment to strong corporate governance and operational efficiency, the Board and Governance and Nominating Committee recently undertook a comprehensive review of its committee structure. Following this review, the Board determined to change the committee structure to streamline decision-making, enhance oversight to the full Board of key topics, and ensure the most effective use of resources. The Board decided to dissolve the Technology Committee and ESG Subcommittee, transitioning their responsibilities to the full Board, Audit Committee and Governance and Nominating Committee, as applicable. These changes reflect the Board’s focus on aligning governance practices with the Company’s strategic priorities. The Board and Governance and Nominating Committee remain committed to evaluating governance structures regularly to support the long-term success of the Company and its stakeholders.
■	*Five Standing Committees* – Following the committee restructuring, 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 setting forth its specific responsibilities, which can be found on the investor relations page on our website. The table below provides membership for each Board committee as of the 2025 annual meeting.
■	*Committees Are Independent* – Our Audit Committee, Compensation Committee, Governance and Nominating Committee and Finance Committee are composed of exclusively independent directors. Our CEO serves on the Airline Safety Committee.
■	*Regular Committee Executive Sessions of Independent Directors* – Members of the Audit Committee, Compensation Committee and Governance and Nominating Committee regularly meet in executive session.
■	*Committees Have Authority to Engage Legal Counsel or Other Advisors or Consultants* – Each committee is authorized to 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”) to advise on marketplace trends in executive compensation, leadership proposals for compensation programs, and executive officer compensation decisions. Pay Governance also evaluates compensation for non-employee directors, our senior leadership team, and equity compensation programs generally. The Compensation Committee consults with Pay Governance about the Compensation Committee’s recommendations to the Board on CEO compensation. Pay Governance is directly accountable to the Compensation Committee. To maintain its independence, Pay Governance does not provide any services for JetBlue other than those described above.
■	*The Compensation Committee Consultant Maintains Its Independence* – Annually, the Compensation Committee assesses the independence of its compensation consultant considering the following factors:

	—	That the consultant is retained and terminated by, has its compensation fixed by, and reports solely to the Compensation Committee;
	—	The consultant maintains and adheres to its independence policy to prevent conflicts of interest;
	—	Whether the consultant (or any individual employee of the consultant providing services) owns JetBlue common stock;
	—	That the consultant will not perform any work for Company leadership except at the request of the Compensation Committee Chair and in the capacity as the Compensation Committee’s agent;
	—	Whether the consultant provides any unrelated services or products to the Company, its affiliates, or leadership, except for surveys purchased from the consultant firm;
	—	Whether the consultant (or any individual employee of the consultant providing services) has any business or personal relationship with a Board member or with an executive officer of JetBlue; and
	—	The fees received by the consultant for the JetBlue engagement, as a percentage of the consultant’s annual revenues.

AUDIT
Members: Robert Leduc (Chair) Ellen Jewett Jesse Lynn Sean Menke Steven Miller Nik Mittal Meetings held in 2024: 9	Pursuant to its charter, the Audit Committee oversees: ■ the quality and integrity of our financial statements, ■ the appointment, compensation, qualifications, independence and performance of our independent registered public accounting firm, ■ compliance with ethics policies and procedures and legal and regulatory requirements, ■ our overall risk management profile, ■ the performance of our internal audit function, ■ our accounting, financial reporting and disclosure process and the adequacy of systems of disclosure and internal accounting and financial controls, ■ management’s assessment of cybersecurity and sustainability risks, and ■ other items, including risk assessment and compliance. The Audit Committee is also responsible for review and approval of any related person transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K. The responsibilities and activities of the Audit Committee are further described in the “Audit Committee Report” set forth elsewhere in this Proxy Statement and the Audit Committee charter. The Board has determined that each current member of the Audit Committee is an independent director within the meaning of the applicable rules and regulations of the SEC and Nasdaq. The Board has determined that each member of the Audit Committee is financially literate within the meaning of the Nasdaq listing standards. In addition, the Board determined that each of Messrs. Leduc, Menke, Miller and Mittal and Ms. Jewett is an “audit committee financial expert” as defined under applicable SEC rules. The Audit Committee meets a minimum of four times a year, and holds such additional meetings as it deems necessary to perform its responsibilities.

GOVERNANCE AND NOMINATING
Members: Ellen Jewett (Chair) Peter Boneparth Jesse Lynn Teri McClure Thomas Winkelmann Meetings held in 2024: 6**	Pursuant to its charter, the Governance and Nominating Committee is responsible for: ■ developing corporate governance guidelines, policies and procedures, and recommending those policies and procedures to the Board for adoption, ■ making recommendations to the Board regarding the size, structure and functions of the Board and its committees, and identifying and recommending new director nominees in accordance with selection criteria established by the Board, ■ conducting the annual evaluation of the performance of the Board and its committees, ensuring that the Audit, Compensation, and Governance and Nominating Committees of the Board and all other Board committees are composed of qualified directors, developing and recommending a succession plan for the CEO, ■ evaluating director independence, ■ providing oversight of the Company’s environmental, social and governance issues, and ■ providing oversight of the Company’s political contributions and lobbying activities. Each member of the Governance and Nominating Committee is an independent director within the meaning of the applicable Nasdaq rules. The Governance and Nominating Committee meets a minimum of four times a year, and holds such additional meetings as it deems necessary to perform its responsibilities.


*	Each Director listed under the respective Committee was a member of such Committee in 2024 and as of the 2025 annual meeting unless otherwise specified.
**	Director joined Governance and Nominating Committee in 2025.

COMPENSATION
Members: Teri McClure (Chair) Peter Boneparth Sarah Robb O’Hagan Vivek Sharma Thomas Winkelmann Meetings held in 2024: 7	Pursuant to its charter, the Compensation Committee is responsible for: ■ determining our compensation policies and the level and forms of compensation provided to our Board members and executive officers (as discussed more fully under “Compensation Discussion and Analysis” beginning on page 40 of this Proxy Statement), ■ evaluating the performance of our named executive officers, ■ assessing and mitigating risks associated with our compensation plans, ■ reviewing and recommending to the Board compensation for our non-employee directors, ■ reviewing and approving stock-based compensation for our directors, officers and crewmembers, ■ overseeing the administration of our 2020 Omnibus Equity Incentive Plan (“Omnibus Plan”) and 2020 Crewmember Stock Purchase Plan and predecessor or successor plans, ■ preparing and recommending to the full Board for inclusion in this Proxy Statement a Compensation Committee report, ■ assisting the Board in succession planning and development of the senior leadership team and assisting the Board and Governance and Nominating Committee in CEO succession planning, and ■ overseeing and reviewing with management strategies, policies and practices with respect to human capital management and talent development. The Compensation Committee is authorized to retain and terminate compensation consultants, legal counsel or other advisors to the Compensation Committee and to approve the engagement of any such consultant, counsel or advisor, to the extent it deems necessary or appropriate after specifically analyzing the independence of any such consultant retained by the Compensation Committee. The Board has determined that each current Compensation Committee member is an independent director within the meaning of the applicable Nasdaq rules, including the enhanced independence requirements applicable to members of compensation committees. The Compensation Committee meets a minimum of four times a year, and holds such additional meetings as it deems necessary to perform its responsibilities. Compensation Committee Interlocks and Insider Participation None of the current members of our Compensation Committee is, or has ever been, an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, no executive officer of the Company served as a member of the Board or the compensation committee of any other entity that has one or more executive officers serving on the Board or our Compensation Committee.

AIRLINE SAFETY
Members: Thomas Winkelmann (Chair) Monte Ford Joanna Geraghty Robert Leduc Sean Menke Meetings held in 2024: 4	Pursuant to its charter, the Airline Safety Committee is responsible for: ■ monitoring and review of management’s efforts to promote our flight operations safety management system, and ■ monitoring and assisting management in creating and maintaining a safety culture within the Company’s flight. The Airline Safety Committee meets a minimum of four times a year, and holds such additional meetings as it deems necessary to perform its responsibilities.

FINANCE
Members: Peter Boneparth (Chair) Ellen Jewett Robert Leduc Jesse Lynn* Sean Menke* Steven Miller* Nik Mittal Meetings held in 2024: 8	Pursuant to its charter, the Finance Committee is responsible for: ■ providing leadership with advice and counsel regarding the Company’s financial condition, financing activities, capital plan and budget, investor relations activities and related matters, and ■ approving pricing and financing terms for specific deals previously approved by the Board and providing updates to the Board of such transactions.

ESG SUBCOMMITTEE*
Members: Meetings held in 2024: 3**	Pursuant to its charter, the ESG Subcommittee was previously responsible for: ■ providing leadership to the Board and leadership on environmental and sustainability initiatives, social issues.

TECHNOLOGY*
Members:* Meetings held in 2024: 4	Pursuant to its charter, the Technology Committee was previously responsible for: ■ reviewing significant emerging and competing technologies relevant to the Company and adjacent industries, ■ considering risks and opportunities of new technology and digital strategies, ■ monitoring overall trends in the deployment of technologies in the travel industry, and ■ reviewing technology and innovation policies.


*	The ESG Subcommittee and Technology Committee was each dissolved in early 2025 subsequent to a comprehensive review of our Committee structure, transitioning their responsibilities to the full Board, Governance and Nominating Committee, and Audit Committee, as applicable.
**	Prior to its dissolution, members of the ESG Subcommittee were Ellen Jewett (Chair), Teri McClure, Nik Mittal and Thomas Winkelmann, each of whom participated in the 2024 meetings.
***	Prior to its dissolution, members of the Technology Committee were Vivek Sharma, Monte Ford, Joana Geraghty and Sarah Robb O’Hagan, each of whom participated in the 2024 meetings.

■	Effectiveness of the Board and its operations
■	Board leadership structure
■	Board composition, including the Directors’ capabilities, experiences and knowledge
■	Quality of Board interactions
■	Effectiveness of Board Committees
■	Efficiency of Board and Committee meetings
■	Effectiveness of the evaluation process itself
■	Each Director’s other board commitments

Our Corporate Governance Documents
Amended and Restated Certificate of Incorporation	Insider Trading Policy
Amended and Restated Bylaws	Audit Committee Charter
Corporate Governance Guidelines	Compensation Committee Charter
JetBlue Code of Conduct	Governance and Nominating Committee Charter
JetBlue Business Partner Code of Conduct	Airline Safety Committee Charter
JetBlue Code of Ethics	Finance Committee Charter
Policy on Political Contributions

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

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

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

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

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

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

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