UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.  )

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	Soliciting Material Pursuant to §240.14a-12

JETBLUE AIRWAYS CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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MESSAGE FROM OUR CHIEF EXECUTIVE OFFICER

JETBLUE AIRWAYS CORPORATION
27-01 Queens Plaza North
Long Island City, New York 11101

April 1, 2024

To our Stockholders:

I am pleased to invite you to the 2024 JetBlue Airways Corporation annual meeting of stockholders, on Friday, May 17, 2024 at 9:00 a.m., Eastern Daylight Time. This year’s annual meeting will be conducted virtually, via live audio webcast. Stockholders of record as of March 22, 2024 will be able to attend virtually, submit questions during the meeting, and vote your shares electronically during the meeting by logging in at www.virtualshareholdermeeting.com/jblu2024 using the 16-digit control number included in your Notice of Internet Availability of the proxy materials, on your proxy card or on the voting instructions form accompanying these proxy materials. We recommend that you log in a few minutes before the scheduled meeting time on May 17, 2024 to ensure you are logged in when the meeting starts.

We are holding a virtual only annual meeting. We value innovation and we welcome expanded access, improved communication and cost savings for our stockholders and JetBlue afforded by the virtual format. As we have learned over the many years we have hosted virtual annual meetings, they enable increased stockholder attendance and participation from locations around the world, which provides for a more meaningful forum for our stockholders. In addition, the virtual format allows us to communicate more effectively via a pre-meeting portal that stockholders can enter by visiting www.proxyvote.com and logging in with your control number. We encourage you to log on in advance and ask any questions you may have, which we will try to address during the meeting.

The following notice of annual meeting of stockholders outlines the business to be conducted at our 2024 virtual annual meeting of stockholders. Only stockholders of record at the close of business on March 22, 2024 will be entitled to notice of and to vote at the virtual annual meeting. Further details about how to attend the meeting online and the business to be conducted at the annual meeting are included in the accompanying notice of annual meeting and proxy statement.

We are again providing access to our proxy materials online under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to many of our stockholders a notice instead of a paper copy of the proxy statement and our 2023 Annual Report to Stockholders. The Notice of Internet Availability of the proxy materials contains instructions on how to access documents online. The notice also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2023 Annual Report to Stockholders, and a form of proxy card or voting instruction card. If you received the Notice of Internet Availability by mail and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice of Internet Availability.

Your vote is important to us. Regardless of whether you attend the 2024 virtual annual meeting, we hope you vote as soon as possible. You may vote online or by phone, or, if you received paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction card. Additionally, if you attend the 2024 virtual annual meeting, you may vote your shares at the meeting. Voting online, by phone, or by mail ensures your representation at the 2024 virtual annual meeting regardless of whether you attend the virtual meeting on May 17, 2024.

Very truly yours,

Joanna Geraghty
Chief Executive Officer and Director
On behalf of the Board of Directors of JetBlue Airways Corporation

TABLE OF CONTENTS

www.jetblue.com

TO BE HELD ON MAY 17, 2024 9:00 a.m. (Eastern Daylight Time)   via the Internet at www.virtualshareholdermeeting.com/jblu2024   JETBLUE AIRWAYS CORPORATION 27-01 Queens Plaza North Long Island City, New York 11101			NOTICE of Annual Meeting of Stockholders

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.

VOTING

Your vote is very important. Regardless of whether you plan to attend the virtual annual meeting, we hope you will vote as soon as possible. You may vote your shares over the Internet or via a toll-free telephone number. If you received a paper copy of a proxy or voting instruction card by mail, you may submit your proxy or voting instruction card for the annual meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. In addition, stockholders of record and beneficial owners will be able to vote their shares electronically during the annual meeting. For specific instructions on how to vote your shares, please refer to the section entitled Questions and Answers About the Annual Meeting and Voting beginning on page 100 of the Proxy Statement.

VIRTUAL MEETING ADMISSION

Stockholders of record as of March 22, 2024 will be able to participate in the virtual annual meeting by visiting our annual meeting website www.virtualshareholdermeeting.com/jblu2024.

To participate in the 2024 virtual annual meeting, you will need the 16-digit control number included on your Notice of Internet Availability of the proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.

The 2024 virtual annual meeting will begin promptly at 9:00 a.m., Eastern Daylight Time, on May 17, 2024. Online check-in will begin at 8:50 a.m., Eastern Daylight Time. Please allow ample time for the online check-in procedures.

ANNUAL MEETING WEBSITE AND PRE-MEETING PORTAL

We believe the online format for the 2024 annual meeting allows us to communicate more effectively with you. Stockholders can access our pre-meeting portal, where you can submit questions in advance of the annual meeting, by visiting our annual meeting website at www.proxyvote.com and logging in with your 16-digit control number. Stockholders can also access copies of our Proxy Statement and 2023 Annual Report to Stockholders at the annual meeting website.

PROXY STATEMENT SUMMARY

THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROXY STATEMENT. THIS SUMMARY DOES NOT CONTAIN ALL OF THE INFORMATION YOU SHOULD CONSIDER. PLEASE READ THE ENTIRE PROXY STATEMENT CAREFULLY BEFORE YOU VOTE.

Annual Stockholders Meeting (see pages 3-4)

Date	Time	Place
May 17, 2024	9:00 a.m. (Eastern Daylight Time)	Via the Internet at www.virtualshareholdermeeting.com/jblu2024

Voting Matters and Vote Recommendations

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. 100 “Questions and Answers About the Annual Meeting and Voting” for details about voting at the meeting.

Our Director Nominees

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

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

BUSINESS OVERVIEW

How Did We Do in 2023?

2023 Financial and Operational Performance

JetBlue Airways Corporation (“JetBlue”) is New York’s Hometown Airline^®. As of December 31, 2023, JetBlue served over 100 destinations across the United States, the Caribbean and Latin America, Canada, and Europe. Although we faced a number of challenges in 2023, including significant Air Traffic Control (“ATC”) staffing issues, the shift in customer travel behavior from domestic to international long-haul, and the wind-down of our Northeast Alliance with American Airlines, we finished the year on a strong note, with performance exceeding our expectations in the fourth quarter.

Our 2023 full-year results were as follows:

2023 Highlights

Our Business

Some of the 2023 highlights include:

Our Plan to Restore Profitability

JETBLUE’S APPROACH TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

JetBlue’s mission is to Inspire Humanity. We have safeguarded our values of Safety, Caring, Integrity, Passion and Fun since our first flight. We view robust oversight of Environmental Social and Governance (“ESG”) matters as critical to ensuring our long-term growth, sustainability and success. We focus our efforts where we can have the most positive impact on our business and the communities we serve, including issues related to climate change and environmental sustainability, culture and human capital. Recognizing that ESG is a continuous improvement journey, JetBlue seeks to minimize related risks while maximizing opportunities through trend evaluation, transparent reporting, ambitious target-setting and following through with clear actions and strategy. As a reflection of the importance of these matters, our ESG Subcommittee to the Governance and Nominating Committee oversees responsibility for ESG initiatives and reporting. We have more information about our efforts in these areas on our website at https://ir.jetblue.com/financials/annual-reports/. For the avoidance of doubt, neither the documents nor website references in this Proxy Statement, nor the materials accessible by such references, are hereby incorporated by reference absent explicit language to the contrary.

Transparency and Reporting

We are committed to providing comprehensive, regular and transparent disclosures about our ESG targets, progress and oversight, as well as risks and opportunities on topics that matter to our stakeholders. Since 2006, we have shared our ESG efforts and impacts, including through our annual ESG report. We aim to disclose these efforts and impacts in accordance with the frameworks of the Taskforce for Climate-Related Financial Disclosures (“TCFD”) and the Sustainability Accounting Standards Board (“SASB”).

Our ESG Governance Strategy and Goals

We believe that strong corporate governance, informed by engagement directly with our stakeholders, creates the foundation that allows us to pursue our mission.

We recognize that ESG issues touch all parts of our business. To help us in appropriately identifying and managing potential ESG-related risks and opportunities, such as the risks associated with climate change, we have incorporated ESG considerations into our core business functions, including those of our Board. In 2019, we formed our ESG Subcommittee to the Governance and Nominating Committee, which provides primary oversight for the Board and management on ESG matters, which we continued to operate throughout 2023. In 2023, the ESG Subcommittee met three times to discuss ESG topics relevant to JetBlue. The ESG Subcommittee is also responsible for the Board’s oversight of ESG matters, identification of key ESG issues, and progress on ESG targets and metrics. While ESG is primarily overseen by the ESG Subcommittee, we recognize that ESG matters extend across nearly all committees of the Board in some capacity. For example, our Compensation Committee oversees and periodically reviews with management the Company’s strategies, policies and practices with respect to human capital management and talent development.

Additionally, we operate a Sustainability Task Force that holds regular meetings which are co-chaired by the CEO and Head of Sustainability and ESG, and the senior leadership team attends regularly. The purpose of these meetings is to report out on progress toward our many sustainability goals and brief our senior leadership team on key environmental matters.

To manage the day-to-day impacts surrounding ESG, our dedicated Sustainability and ESG team is responsible for overseeing the efforts of the business and apprising the Board and leadership of risks and opportunities when developing strategy, performance, and budgets. Key issues are escalated to the Enterprise Risk Management Program, which liaises with the relevant business functions to propose, assess, and implement actions to mitigate the risks.

Our Environmental Strategy and Goals

JetBlue has long been an industry leader in identifying and mitigating climate-related risks and proactively reducing impacts associated with our operations to preserve our ability to operate and grow. Our long-term goal is to achieve net zero carbon emissions by 2040, and we are working to set clear targets and deliver real action along the way. Simply stated, we are focused on decarbonizing our operations to mitigate the risks climate change poses to the Company. With our science-based target approved in 2022 by the Science Based Targets initiative (“SBTi”), we committed to reducing well-to-wake (lifecycle) scope 1 and 3 greenhouse gas (“GHG”) emissions related to jet fuel by 50% per revenue ton kilometer (“RTK”) by 2035 from a 2019 base year. JetBlue’s most aggressive near-term emissions reduction target to date, this science-based target aligns with the goals of the Paris Agreement and the growing airline’s own goal to reach net zero carbon emissions by 2040—10 years ahead of broader airline industry targets.

As we look forward, we are pleased to reaffirm our comprehensive short- and medium-term targets that help us to achieve our long-term goals, some of which we have already achieved:

Environmental Goals

Emissions

Renewable Energy

Waste

Charting a Path to Net Zero

Upon announcing our 2035 near-term science-based target, in 2022 we announced a refreshed strategy illustrating our proposed path and contributing factors to achieving our 2035 and 2040 goals. With respect to our longer-term goals, SAF is expected to be the key contributor to large-scale lifecycle emissions reduction, which is highly dependent on availability and costs of supply. SAF is a jet fuel made from renewable resources such as waste fats, oils, and greases, that drops directly into aircraft and infrastructure, which is calculated to be able to reduce emissions by roughly 80% per gallon on a lifecycle basis before being blended with conventional jet fuel. We are regularly flying using SAF from various sources as a portion of our jet fuel usage today and are constantly seeking additional growth opportunities. As of December 31, 2023, JetBlue had six public and active SAF partners for supply, three of which are delivering today into our California operations, which will support our target to convert 10% of our jet fuel usage to blended SAF by 2030. Advancements in aircraft technology and fuel efficiency represent the second most significant opportunity for emissions reduction. This includes efficiencies from the airline’s transition to newer and more advanced aircraft, the incremental improvements for aircraft delivered in subsequent years, as well as the potential for broader efficiency improvements for next generation aircraft yet to be developed, but anticipated to be commercially available by the late 2030s or early 2040s. We are also investing in various companies, primarily through our subsidiary JetBlue Ventures, to support the development of lower-emissions aircraft technologies. Procedural optimization via ATC, including procedures to optimize fuel use and the electrification of ground operations, where feasible, modernization led by the Federal Aviation Administration (“FAA”) and fine-tuning of the airline’s own operations are also anticipated to significantly contribute to further emissions reductions. Finally, investing in high-quality carbon removals and offsets is expected to play a role in addressing emissions the airline is unable to avoid. JetBlue is striving to prioritize the lower-carbon solutions within its operation first, to drive down the need for carbon credits as much as possible.

Our Progress and Highlights

Last year, we reduced GHG emissions per ASM by roughly 5.7% versus 2019, due to the use of SAF, fleet upgrades, and fuel optimization efforts. Additionally, we approximately doubled the use of SAF in our operations versus 2022 at San Francisco International Airport and Los Angeles International Airport in addition to signing multiple new SAF deals, targeting the delivery of millions of gallons for the next decade. We also grew our Corporate Customer Scope 3 SAF program to over 15 Business Partners, sourcing SAF to address business travel emissions. In 2022, we announced a near-term science-based target approved by the SBTi and became the first U.S. airline to regularly fly using a portion of fuel from SAF from domestically available SAF producers.

In recognition of the elevated importance and cross functional nature of decarbonizing our business, our dedicated Sustainability Task Force, co-chaired by our CEO and Head of Sustainability and ESG, formed in 2022 to oversee and aid in the progression of decarbonization efforts, continued to meet on a regular basis.

Our Social Strategy and Goals

We believe our success depends on crewmembers delivering an optimal JetBlue experience both in the sky and on the ground. One of our competitive strengths is a service-oriented culture grounded in our five core values, along with a highly productive and engaged workforce, which enhances customer loyalty. Our aspirational goal is to hire, train, and retain a diverse workforce of crewmembers equally committed to our mission of inspiring humanity.

Aspirational Social Goals

Leadership Diversity

Business Partner Engagement

Board ESG Areas of Risk Oversight

	Full Board Responsibilities
	Awareness of the JetBlue ESG strategy
	Ensure ESG competency and fluency of the Board

		Committee
Areas of Risk Oversight		ESG	Governance & Nominating	Audit	Compensation	Airline Safety
Governance	ESG risk assessment and response
	Executive compensation tied to ESG metrics
Supply Chain	Supplier engagement with ESG matters
Human Capital	Workforce diversity, equity and inclusion
	Integration of ESG competency within executive succession planning
	Talent management and leadership development
Physical & Reputational	Environmental management, including emissions and waste management
Regulatory	Risks and opportunities relating to ESG reporting and regulations

Human Capital Management

We believe our success depends on our crewmembers delivering the JetBlue Experience in the sky and on the ground. One of our competitive strengths is a service-oriented culture grounded in our five key values: Safety, Caring, Integrity, Passion, and Fun. We believe a highly productive and engaged workforce enhances customer loyalty. Our goal is to hire, train, and retain a diverse workforce of caring, passionate, fun, and friendly people who share our mission to Inspire Humanity.

As we prepared to return our operations to pre-pandemic levels, our average number of full-time equivalent crewmembers increased by 8%. In addition to external efforts to increase access to technical aviation jobs and to further diversify our talent pipelines, we established multiple new development programs for current JetBlue crewmembers which focus on removing industry-wide career barriers, including for individuals who come from underrepresented communities.

Accident and Safety Management

For 20 years, JetBlue has raised the bar and set new standards in the industry—both in the air and on the ground. To stay ahead of potential safety issues, we have developed a formal process for analyzing, assessing, and mitigating safety risks. Through this Safety Risk Management (“SRM”) process, an FAA-required organizational approach to managing safety risk and implementing effective safety-risk controls, we evaluate the probability and severity of adverse safety outcomes and determine the resources needed to prevent or mitigate them. This has led to the creation of our best-in-class safety programs, including our Safety from the Ground Up program. Additional information on our best-in-class safety programs can be found in our 2022 ESG & Social Impact Report.

Our executive leadership team pilots our Safety Review Board, where they are responsible for company-wide safety decisions, risk acceptance and supervising seven operational Risk Working Groups (“RWGs”). The RWGs focus on flight operations, airports, system operations, technical operations, inflight operations and customer support. RWGs also regularly review risk acceptance, validating the efficacy of mitigation and prevention strategies.

Training and Development

At JetBlue, our dream is for our crewmembers to soar to new heights in their careers. We invest in our crewmembers through professional training, skills development and career advancement, while supporting our long-term pipeline, in order to be best positioned to attract and retain talent. We first introduce our culture to new crewmembers during the screening process and then at an extensive new hire orientation program at JetBlue University, our training center in Orlando. Orientation focuses on the JetBlue strategy and emphasizes the importance of customer service, on-time operations, productivity, and cost control. We provide continuous training for our crewmembers including technical training, various leadership training programs, and regular customer service team training focused on the safety value. In addition to our JetBlue Gateways Programs, a suite of industry-leading career development programs that provides an opportunity for both crewmembers and external applicants to pursue a path to becoming a pilot or maintenance technician, we deploy our Principles of Leadership courses to onboard new leaders with the training they need to succeed in their careers, including instilling a leadership culture and how to apply JetBlue’s values through their positions.

Diversity, Equity and Inclusion

We cultivate and measure the diversity of our workforce and leadership teams, recognizing that diversity supports enhanced organizational decision-making. The work itself is done cross functionally over multiple teams, including through our People Department (which is how we refer to human resources), Strategic Sourcing Department and Brand/Marketing Department. We have ongoing programs to encourage a diverse talent pipeline for technical and leadership roles. Oversight of our diversity, equity and inclusion (“DEI”) work is done through our DEI Steering Committee, a collection of business unit leaders committed to our DEI goals. The Steering Committee is managed by the JetBlue DEI team.

The DEI Steering Committee meets quarterly to report on progress and find areas of collaboration across business units. A DEI Steering Committee was also formed within the Marketing department to monitor the brand’s advancements toward greater customer inclusion.

We are taking measured and organic steps toward building a leadership pipeline that is reflective of our crewmember and customer base.

We are committed to fighting racial injustices and eliminating barriers through our DEI strategy. Some of our efforts in this context include:

Through JetBlue’s products, services, branded words and actions, we strive to build emotional connections and make crewmember and customer segments feel psychologically safe, included and represented.

Data Privacy & Information Security

In the current environment, there are numerous and evolving risks to cybersecurity and privacy, including criminal hackers, hacktivists, state sponsored intrusions, industrial espionage, employee malfeasance, and human or technological error. The secure maintenance and transmission of customer and crewmember information is a critical element of our operations. JetBlue continues to improve its cybersecurity program in order to directly address security risks to the airline and transportation sector at large.

We continue to increase the number of professionals dedicated to cybersecurity, including adding an Identity and Access Management team and a dedicated Vulnerability Management team. Additionally, we continue to optimize and enhance our security processes and tools to enhance our ability to protect the confidentiality, integrity and availability of the platforms and data for our customers, crewmembers, and business partners.

Corporate Social Responsibility

JetBlue For Good

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

Youth/Education, Environment & Community-Focused Initiatives

JetBlue’s core programs and partnerships aim to directly impact the areas where its customers and crewmembers live and work by enhancing education and providing access to those who are traditionally underserved. Signature programs include the award-winning Soar with Reading initiative, which provides books to children who need them most.

In 2023, our signature reading program supported the city of Las Vegas to help the local community avoid the “summer slide”. We also host GreenUp, which allows us to activate projects throughout the network to help support our blue and green spaces. Our partnership with The Great Global Cleanup allowed us and our customers to remove over 400,000 gallons of trash from the environment.

Finally, JetBlue hosts our annual golf tournament, Swing For Good, raising money to support non-profits. This year the event raised funds for The JetBlue Foundation supporting access to STEM and aviation careers for youth in underrepresented communities.

Moreover, JetBlue crewmembers have logged approximately 1.4 million volunteer hours since 2011, with over 90,000 hours logged in 2023.

Political Contributions

Recognizing the interest of stockholders in establishing greater transparency about corporate political contributions, we disclose political contributions to support candidates and ballot measures and how certain of our trade association membership dues are used for political activities in our annual ESG and Social Impact Report.

As part of our commitment to transparency, we developed the Political Contributions Policy, which discusses how we engage in the political process. The policy is available on our website at http://investor.jetblue.com.

Human Trafficking

The issue of human trafficking is one that hits close to home in our industry. Victims of this crime are often hidden in plain sight, including on aircraft and in airports. We work with the U.S. Department of Homeland Security and the U.S. Department of Transportation to support the Blue Lightning initiative, a program aimed at stopping human trafficking. We educate our crewmembers on the issue and how to report suspicious activities and established a cross-functional team working group to assess what additional policies and practices we can use to help combat this issue.

Safe Schools

The primary mission of JetBlue’s Safe Schools program is to help protect students and faculty from school-place violence through effective education, preparation, and interactive involvement, with special emphasis on active shooter safety. The program is specifically geared toward students, faculty, and parents in the middle school through college educational range. In this role, JetBlue acts as a conduit to provide valuable school safety and security information as compiled and delivered by various experts in this field.

CORPORATE GOVERNANCE AT JETBLUE

JetBlue’s mission is to Inspire Humanity. We believe that strong corporate governance that is informed by engaging directly with our stakeholders creates the foundation that allows us to pursue our mission. Corporate governance at JetBlue is designed to promote the long-term interests of our stockholders, maintain internal checks and balances, strengthen leadership accountability, and foster responsible decision making and accountability.

Corporate Governance

The Board of Directors Provides Operational and Strategic Oversight

The Board oversees leadership, business affairs and integrity, works with leadership to determine the Company’s mission and long-term strategy, oversees risk management, performs the annual CEO evaluation, oversees CEO succession planning, and oversees internal controls over financial reporting and the external audit function. In addition, Board committees focus on the following:

Leadership Drives Our Strategy and Operations

Led by our CEO, the senior leadership team is responsible for leading the Company towards achieving our mission, establishing and delivering on our strategy, maintaining and inspiring our culture and crewmembers, inspiring and creating an innovative and disruptive customer experience, establishing accountability, and controlling risk. The senior leadership team also aligns our structure, operations, people, policies, and compliance efforts to our mission and strategy. The senior leadership team consists of those leading the operation, the commercial team, as well as those leading central functions like Finance, Legal, IT and People. Members of the senior leadership team meet with the Board regularly, with most attending a Board or committee session at least quarterly, and also interact with our directors outside the boardroom.

Representatives from the Company’s Legal and Government Affairs groups address public policy, regulatory, government affairs, compliance, legal risk, and other issues. The Company’s internal audit function provides objective audit, investigative, and advisory services aimed at providing assurance to senior leadership and the Board that the Company is continuously anticipating, identifying, assessing, and prioritizing risks. Our Tax department reports regularly to the Board. Our Treasury and Infrastructure Development teams, along with others, assist the Board in its governance of major financing and real estate transactions, as applicable. Our Board and its committees also work closely with representatives from the Company’s People department, the ESG and DEI teams, the Cybersecurity team and the IT department. Members of the Board have access to all of our crewmembers outside of Board meetings.

The Board of Directors

Board Structure

Our Board has determined that it is in the best interests of the Company and its stockholders to maintain a separate independent Board Chair and CEO. Our Board believes that our current structure, with an independent Board Chair who is well-versed in the needs of a complex business and has strong, well-defined governance duties, gives our Board a strong independent leadership, risk oversight and corporate governance structure that best serves the needs of JetBlue and its stockholders. Our Board believes its current leadership structure is appropriate because it effectively allocates authority, responsibility, and oversight between leadership and the independent members of our Board. The Board expects to continue to evaluate its leadership structure on an ongoing basis and may make changes as appropriate to leadership for JetBlue and its future needs. Since the Company’s May 2020 annual meeting, Peter Boneparth has served as our independent Board Chair. Mr. Boneparth’s extensive executive and public company experience, along with his long tenure serving on our Board, provide him the skills and expertise to serve in this role. In our independent Board Chair, our CEO has a counterpart who can be a thought partner. We believe this corporate structure also permits the Board to have a healthy dynamic that enables its members to function to the best of their abilities, individually and as a unit. In recognition of Mr. Boneparth’s experience, his institutional knowledge, and his contributions to the Board in his role as independent Board Chair, and in the interest of preserving leadership continuity, the Board approved an extension of the applicable term limit under the Company’s Corporate Governance Guidelines for Mr. Boneparth, should he be reelected to the Board by the Company’s stockholders at the 2024 annual meeting, to enable him to serve as Board Chair for an additional year.

Board Composition

Ensuring the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the long-term interests of stockholders is a top priority of the Board and the Governance and Nominating Committee. The Board and the Governance and Nominating Committee believe that different perspectives are critical to a forward-looking and strategic Board, as is the ability to benefit from the valuable experience and familiarity that longer-serving directors bring. When recommending to the Board the slate of director nominees for election at the annual meeting, the Governance and Nominating Committee strives to maintain an appropriate balance of diversity, skills, and tenure on the Board.

BOARD SKILLS AND EXPERIENCE MATRIX

SKILLS AND EXPERIENCE

INTERNATIONAL

n

n

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AVIATION

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n

n

n

n

n

n

CEO

n

n

n

n

n

n

CORPORATE GOVERNANCE

n

n

n

n

n

n

n

n

ESG/DEI

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n

n

n

n

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FINANCE/CAPITAL

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n

n

n

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OPERATIONS/LOGISTICS

n

n

n

n

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DIGITAL

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FINANCIAL LITERACY/ACCOUNTING

n

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HUMAN CAPITAL MANAGEMENT

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MARKETING/BRAND

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RISK MANAGEMENT

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n

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n

GOVERNMENT/PUBLIC POLICY

n

n

n

n

n

n

IT/SYSTEM

n

n

n

INFRASTRUCTURE

n

n

n

CYBER

n

n

The skills and experience categories reflect self-identification by the director nominees standing for election at the 2024 annual meeting. Information in this chart is presented as of March 2024.

BOARD DIVERSITY MATRIX

The gender, race/ethnicity and disability categories reflect self-identification by the director nominees standing for election at the 2024 annual meeting. Information in this chart is presented as of March 2024.

Board Structure: Committees

To support effective corporate governance, the Board delegates certain responsibilities to its committees, which regularly report on their activities to the Board.

Responsibilities

Compensation Committee Interlocks and Insider Participation

None of the current members of our Compensation Committee (whose names appear under “Compensation Committee Report”) 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.

Board Oversight

Stockholders elect the Board to oversee leadership of the Company and to serve stockholders’ long-term interests. Leadership is responsible for leading the Company towards achieving our mission, delivering on our strategy, creating our culture, inspiring and creating an innovative customer experience, establishing accountability, and controlling risk. The Board and its committees work closely with leadership to balance and align strategy, risk and other areas while considering feedback from stakeholders. Essential to the Board’s oversight role is a transparent and active dialogue between the Board and its committees, and leadership. To support that dialogue, the Board and its committees have access to, receive presentations from, and conduct regular meetings with the senior leadership team, other business and function leaders, subject matter experts, the Company’s enterprise risk management and internal audit teams, and external experts and advisors.

Through oversight, review, and counsel, our Board works with leadership to establish and promote business goals, organizational objectives, and a strategy that is mindful of how our business affects and is affected by the broader environment.

Board Oversight of Strategy

One of the Board’s primary responsibilities is overseeing leadership’s establishment and execution of the Company’s strategy. As JetBlue continues to innovate along the travel ribbon, the Board works with leadership to respond to a dynamically changing environment. At least quarterly, the CEO, the senior leadership team, and leaders from across JetBlue provide detailed business and strategy updates to the Board. At least annually, the Board conducts an even more in-depth review of the Company’s overall strategy. At all of these reviews, the Board engages with the senior leadership team and other business leaders regarding business objectives, technology updates, the competitive landscape, economic trends, and public policy and regulatory developments. At meetings occurring throughout the year, the Board also assesses the competitive landscape, the Company’s budget and capital plan, and performance for alignment to our strategy. The Board looks to the focused expertise of its committees to inform strategic oversight in their areas of focus.

Board Oversight of Risk

Our Board oversees the management of risk inherent in the operation of the Company’s businesses and the implementation of its strategic plan by relying on several different levels of review.

In connection with its reviews of the operations of the Company’s business and corporate functions, the Board regularly reviews and addresses the primary and emerging risks associated with those business and corporate functions. The Board also reviews certain entity level type risks, including cybersecurity, DEI, and environmental and sustainability risks.

The Board appreciates the rapidly evolving nature of threats presented by cybersecurity incidents and is committed to the prevention, timely detection, and mitigation of the effects of any such incidents on the Company. With respect to cybersecurity, the Board receives regular reports from Company leadership, including updates on the internal and external cybersecurity threat landscape, incident response, assessment and training activities, and relevant legislative, regulatory, and technical developments.

Each of the Board’s committees oversees the management of Company risks that fall within that committee’s areas of responsibility. In performing this function, each committee has full access to and meets with leadership to review known risks and identify emerging risks, as well as the ability to engage advisors and experts. In addition, the Board monitors the ways in which the Company attempts to prudently mitigate risks, to the extent reasonably practicable and consistent with the Company’s long-term strategy.

Since 2020, the Board, through the Governance and Nominating Committee, has reviewed Board and committee functions through an ESG lens and revisited Board and committee level responsibilities for different aspects of ESG. As provided above (see “JetBlue’s Approach to Environmental, Social and Governance Matters — Our ESG Governance Strategy and Goals”) the Board has designated certain ESG risks across the ESG Subcommittee and Board committees, while retaining overall awareness, ESG fluency and strategy at the Board level.

The Audit Committee oversees the operation of the Company’s ethics and compliance program. In addition, the Audit Committee oversees the operation of the Company’s enterprise risk management program, including the identification of the primary risks to the Company’s business, such as financial, operational, privacy, cybersecurity, business continuity, legal and regulatory, and reputational risks, and reviews the steps leadership has taken to monitor and control these exposures. The Audit Committee also periodically monitors and evaluates the primary risks associated with particular business units and functions. The Audit Committee may, in its business judgment, escalate certain risks to the Board as a whole. The Company’s Corporate Audit team assists leadership in identifying, evaluating and implementing risk management controls and methodologies to address identified risks. In connection with its risk management role, at each of its meetings, the Audit Committee meets privately with representatives from the Company’s independent registered public accounting firm and the head of Corporate Audit, as it deems appropriate, and may meet with other members of leadership. The Audit Committee provides reports to the Board which describe these activities and related conclusions.

The Compensation Committee assesses, on an annual basis, a review conducted by leadership of the risks presented by the Company’s compensation practices and programs to determine if the compensation practices present a risk that could materially adversely affect the Company. The Compensation Committee believes that for the substantial majority of our crewmembers, the incentive for risk-taking is low, because their compensation consists largely of fixed cash salary and a cash bonus that has a capped payout. Furthermore, the majority of these crewmembers do not have the authority to take action on our behalf that could expose us to significant business risks.

Compensation Risk Analysis

In early 2024, the Compensation Committee reviewed the 2023 cash and equity incentive programs for senior leaders and concluded that certain aspects of the programs reduce the likelihood of excessive risk taking. These aspects include (i) the use of long-term equity awards to create incentives for senior leaders to promote long-term growth of the Company, (ii) our clawback policy, (iii) limiting the incentive to take excessive risk for short-term gains by imposing caps on annual cash incentive awards, and (iv) vesting the Compensation Committee with authority to exercise discretion to reduce payouts under our annual cash incentive awards program. In addition, in 2020 and 2021, the Company received federal pandemic support in the form of monies from the U.S. government under the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, the Consolidated Appropriations Act and the American Rescue Plan, which restricted certain officer compensation into 2023.

For these reasons, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us.

Stockholder Interests

Stock Retention and Ownership Guidelines

We believe that directors and executive officers should have a significant financial stake in JetBlue to further align their interests with the interests of our stockholders, thus we have established robust stock ownership and retention guidelines for our directors and executive officers. Our non-employee directors are required to hold 5x the annual cash retainer, or $400,000, in JetBlue equity until their retirement or separation from our Board. Beginning in 2020, directors were afforded the opportunity to select to receive their annual equity compensation award as either restricted stock units (“RSUs”) with a one-year vesting period or as deferred stock units (“DSUs”) also with a one-year vest. Director DSUs, once vested, are deferred until the director’s departure from JetBlue. These director DSUs are settled as common stock six months following a director’s separation from the Board. The holding requirements for non-employee directors may be satisfied by holding common stock, vested and unvested RSUs and vested and unvested DSUs. As of December 31, 2023, certain of our non-employee directors did not meet our stock ownership guidelines due to our stock price. However, none of our non-employee directors have sold any common stock in more than five years.

For 2023, our leaders had the following holding requirements: 6x base salary for our CEO and 2x base salary for our other executives. The policy has post-tax vesting holding requirements to provide executives with some liquidity options while they are on track to meet the guidelines. The holding requirements for executives may be satisfied by holding common stock, and vested and unvested RSUs. As of December 2023, all of our NEOs met or exceeded our stock ownership guidelines, or were within the requisite time period since first becoming subject to the guidelines to acquire the applicable level of ownership, in accordance with our policy. We continuously monitor our directors’ and executives’ compliance with the stock ownership guidelines, and may revise the guidelines from time to time.

Compensation Clawback

Effective as of October 2, 2023, we adopted a Policy for Recovery of Erroneously Awarded Compensation, which is intended to meet the requirements of Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the corresponding listing standards of the Nasdaq Stock Market. In addition, this policy provides for the discretionary recovery by the Compensation Committee from current and former executive officers and other officers of the Company (to the extent permitted by applicable law) of any performance stock or performance stock units that are granted pursuant to the Omnibus Plan or any successor plan, and any shares that are delivered in settlement thereof, which were granted or paid to such officer during the three-year period immediately preceding the occurrence of a covered event. Covered events include an officer’s (i) participation in a fraud or willful misconduct, including but not limited to in connection with work that causes or results in the Company being required to prepare a restatement; (ii) willful breach of the Company’s policies; or (iii) embezzlement or misappropriation of funds or property of the Company or its subsidiaries or affiliates that, in the case of each of clauses (i), (ii) and (iii), materially adversely affects the business, financial condition, property or reputation of the Company or its subsidiaries or affiliates. The Compensation Committee will, in its sole discretion, determine the manner of recovery of any compensation to be recovered pursuant to the Clawback Policy, which may include, without limitation, a reduction or cancellation of incentive-based compensation or time-based equity awards, reimbursement or repayment to the Company of the compensation to be recovered, and, to the extent permitted by law, an offset of the compensation to be recovered against other compensation payable by the Company to such person.

Hedging and Pledging Practices

Our Insider Trading Policy prohibits hedging and pledging of our securities by all JetBlue insiders.

We Have Advanced Stockholder Rights

Majority Voting in Uncontested Director Elections

In an uncontested election, directors are elected by the majority of votes cast.

Pursuant to our Amended and Restated Bylaws (“Bylaws”), the Board will not nominate for election as director any nominee who has not agreed to tender, promptly following the annual meeting at which he or she is elected as director, an irrevocable resignation that will be effective upon the failure to receive the required number of votes for reelection at the next annual meeting of stockholders at which he or she faces reelection and acceptance of such resignation by the Board.

If a nominee fails to receive the required number of votes for reelection, the Board (excluding the director in question) may either accept such director’s resignation or disclose its reasons for not doing so in a report filed with the SEC within 90 days of the certification of election results.

Annual Elections

All directors are elected annually. JetBlue does not have a classified board.

Proxy Access

We have a market standard “Proxy Access” bylaw that permits eligible stockholders to nominate candidates for election to the JetBlue Board. To be eligible to nominate candidates to be included in the Company’s Proxy Statement and ballot, stockholders must meet certain requirements.

Right to Call a Special Meeting

Our stockholders who hold at least 20% ownership of our common stock have the right to request that the Company call a special meeting.

The right of stockholders to request that the Company call special meetings is also subject to the notice, information and other requirements and limitations set forth in our Bylaws. If a requesting stockholder does not comply with the requirements and conditions provided in the Bylaws, a special meeting request by that stockholder will be invalid. Likewise, requests to call a special meeting to vote on matters recently voted on by stockholders or that will be considered by stockholders imminently at an upcoming meeting of stockholders will not be permitted. The requirements described above are important to, among other things, avoid duplicative and unnecessary special meetings regarding matters recently considered by stockholders or that stockholders will imminently consider at an upcoming stockholder meeting.

Right to Act by Written Consent

Our stockholders who hold at least 25% of outstanding shares of the Company’s stock may request that the Board set a record date to determine the stockholders entitled to act by written consent. To provide transparency, stockholders requesting action by written consent must provide the Company with certain information and representations including, but not limited to, the applicable information and representations currently required of any Company stockholder seeking to bring a nomination or other business before a meeting of stockholders pursuant to the advance notice provisions contained in the Company’s Bylaws.

Director Onboarding and Education

Directors Receive Robust Orientation and Continuing Education Resources

Evaluation Components – Board, Committees, Directors

Under the leadership of the committee Chair, the Governance and Nominating Committee oversees the Board’s annual self-evaluation process focused on three components: (1) the Board, (2) Board committees and (3) the Board Chair. In addition, the Governance and Nominating Committee regularly discusses Board composition and effectiveness during its committee meetings.

For 2023, to continue to enhance its processes, the Board performed a robust self-evaluation, involving individual interviews and feedback provided to the Chair of the Governance and Nominating Committee. The Chair then provided the Board with themes and areas of opportunity for the Board to discuss as a whole and to consider in the future. This process generated meaningful comments and engaged discussion at all levels of the Board, including with respect to Board and committee composition, Board meeting structure and content, Company internal controls and compliance and leadership succession planning and talent.

Our Corporate Governance Framework

Our governance framework is designed to help our Board maintain the necessary skills, expertise, authority and practices in place to review and evaluate leadership and our business operations in an independent manner. Our goal is to align the interests of directors, leadership, stockholders and our other stakeholders, and comply with or exceed the requirements of the Nasdaq Stock Market and applicable law and implement best practices. This framework establishes the practices our Board follows with respect to, among other things, Board composition and director nominations, Board meetings and involvement of senior leadership, director compensation, CEO performance evaluation, leadership succession planning, and Board committees.

How to Communicate with Our Board

Stockholders may communicate with our Board by sending correspondence to the JetBlue Board of Directors, c/o Corporate Secretary, JetBlue Airways Corporation, 27-01 Queens Plaza North, Long Island City, New York 11101. The name of any specific intended director should be noted in the correspondence. Our Corporate Secretary will forward such correspondence to the intended recipient or as directed by such correspondence; however, our Corporate Secretary, prior to forwarding any correspondence, has the authority to disregard any communications he deems to be inappropriate, or to take any other appropriate actions with respect to such inappropriate communication.

The Governance and Nominating Committee approved procedures with respect to the receipt, review and processing of, and any response to, written communications sent by stockholders and other interested persons to our Board, as set forth in our Corporate Governance Guidelines.

Any interested party, including any JetBlue crewmember, may make confidential, anonymous submissions regarding questionable accounting or auditing matters or internal accounting controls and may communicate directly with the Board Chair by letter to the above address, marked for the attention of the Chair. Any written communication regarding accounting, internal accounting controls or other financial matters are processed in accordance with procedures adopted by the Audit Committee.

THE BOARD OF DIRECTORS

Director Nominee Selection Process

The Governance and Nominating Committee is responsible for recommending to the Board a slate of director nominees for election at each annual meeting of stockholders. The Governance and Nominating Committee considers a wide range of factors when assessing potential nominees. This assessment includes a review of the potential nominee’s judgment, experience, independence and understanding of the Company’s business and of the industry in which the Company operates and such other factors as the Committee concludes are pertinent in light of the current needs of the Board based on the Company’s short and longer term strategy. The Board considers diversity of viewpoints, background, race, gender, LGBTQ+ identity, ethnicity, experience, accomplishments, education and skills when evaluating nominees. The Governance and Nominating Committee formally engaged an external search firm to assist in identifying potential nominees beginning in 2021 and has emphasized the importance of diversity in its instructions to the search firm. As with any board of directors, the Board’s needs change and develop over time. A potential nominee’s qualifications are evaluated to determine whether the potential nominee meets the qualifications required of all directors as well as the key qualifications and experience required to be represented on the Board, as described above. Further, the Governance and Nominating Committee assesses how each potential nominee would impact the skills, experience, culture and diversity represented on the Board as a whole in the context of the Board’s overall composition and the Company’s current and future needs.

The Governance and Nominating Committee manages the Board’s succession planning process throughout the year, informed by the following considerations:

Board Candidate Nomination Process

Candidates may come to the attention of the Governance and Nominating Committee through recommendations from a search firm, current Board members, stockholders, officers, crewmembers or other stakeholders. The Committee applies the same criteria in reviewing all candidates regardless of the source of the recommendation.

Stockholder-Nominated Director Candidates

The Board adopted revisions to our Bylaws, putting into place balanced and market-standard proxy access provisions. We believe that these provisions provide meaningful, effective and accessible proxy access rights to our stockholders, while balancing those benefits against the risk of misuse or abuse by stockholders with special interests that are not shared by all or a significant percentage of our stockholders. Our proxy access provisions permit a stockholder, or a group of up to 20 stockholders, owning continuously 3% or more of the Company’s outstanding common stock for at least three years to nominate and include in the Company’s proxy materials for an annual meeting of stockholders up to 20% of the Board (or if such amount is not a whole number, the closest whole number below 20%, but not less than two directors) if such nominating stockholder(s) and nominee(s) satisfy the requirements set forth in our Bylaws.

Board Membership Criteria

The Board and its Governance and Nominating Committee believe there are general qualifications that all directors must exhibit and other key qualifications and experience that should be represented on the Board as a whole, but not necessarily by each individual director. In addition, the Board conducts interviews of potential director candidates to assess intangible qualities, including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

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

Our Board is composed of a diverse group of leaders in their respective fields. Many of our current directors have leadership experience at major companies with operations inside and outside the United States, as well as experience on other companies’ boards, which provides an understanding of different business processes, challenges and strategies. Other directors have experience at academic or financial services institutions which we believe brings unique perspectives to the Board. Further, each of our directors has other specific qualifications that make him or her a valuable member of our Board, such as financial literacy, talent and brand management, customer service experience and crewmember relations, as well as other experience that provides insight into issues we face. Our current Board composition also satisfies Nasdaq’s applicable diversity objectives (see “Corporate Governance at JetBlue—The Board of Directors—Board Composition—Board Diversity Matrix”).

Diversity is important because the Board believes that a variety of points of view that comes from a board that is diverse contributes to a more effective decision-making process. While the Board does not have a specific diversity policy, it considers diversity of viewpoints, background, race, gender, ethnicity, LGBTQ+ identity, experience, accomplishments, education and skills when identifying and evaluating nominees. When recommending director nominees for election by stockholders, the Board and the Governance and Nominating Committee focus on how the experience, skill set and diversity of each director nominee complements those of fellow director nominees to create a balanced Board with diverse backgrounds, viewpoints and deep expertise. The Board believes that directors should contribute positively to the existing chemistry and collaborative culture among all Board members. The Board also believes that its members should possess a commitment to the success of the Company, proven leadership qualities, sound judgment and a willingness to engage in constructive debate. In determining whether an incumbent director should stand for reelection, the Governance and Nominating Committee considers, with respect to each nominee, the above factors, as well as that director’s personal and professional integrity, the prior years’ attendance record, preparedness, participation and candor, any additional criteria set forth in our Corporate Governance Guidelines and other relevant factors as determined by the Board.

Director Independence

Having an independent Board is a core element of our governance philosophy. Our Corporate Governance Guidelines provide that a substantial majority of our directors will be independent, including within the meaning of the applicable independence requirements of Nasdaq. As part of the Company’s Corporate Governance Guidelines, our Board has adopted director independence guidelines to assist in determining each director’s independence. The Corporate Governance Guidelines are available on our website at http://investor.jetblue.com.

Each year, in assessing director independence, the Board affirmatively determines whether a director has no relationship that would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director. Annually, each director completes a detailed questionnaire that provides information about relationships that might affect the determination with respect to his or her independence.

The Board analyzed the independence of each director and nominee and determined that Mses. Jewett, McClure and Robb O’Hagan and Messrs. Baldanza, Boneparth, Ford, Leduc, Mittal, Sharma and Winkelmann meet the standards of independence under applicable Nasdaq listing standards, including, as applicable to members of those committees, the enhanced standards for audit and compensation committee independence, and that each member is free of any relationship that would interfere with her or his individual exercise of independent judgment. Ms. Geraghty, our CEO, is our only director who is not deemed to be independent.

Director Attendance

The Board held a total of 6 meetings during 2023. All of the directors attended at least 75% of the aggregate of all meetings of the Board and of each committee at the times when he or she was a member of the Board or such committee during fiscal year 2023. The Company has a policy encouraging all directors to attend each annual meeting of stockholders. All members of our Board at the time of our 2023 annual meeting of stockholders attended the meeting, which was held on May 16, 2023.

2024 Director Nominees

There are currently 11 members of our Board. As previously disclosed, on February 16, 2024, we entered into a Director Appointment and Nomination Agreement with Carl C. Icahn and affiliated persons and entities, pursuant to which the Board agreed to appoint two additional directors designated by Mr. Icahn and his affiliates promptly after the 2024 annual meeting. Assuming the election of all nominees, immediately following the 2024 annual meeting, the size of our Board will be increased to 13 directors and Messrs. Jesse Lynn and Steven Miller, who currently serve as Board observers, will be appointed to the Board.

At the 2024 annual meeting, 11 directors are to be elected to hold office until the 2025 annual meeting and until their successors have been elected and qualified. All nominees are current JetBlue Board members who were elected by stockholders at the 2023 annual meeting or appointed by the Board thereafter. Based on the recommendation of the Governance and Nominating Committee, the Board has nominated each of B. Ben Baldanza, Peter Boneparth, Monte Ford, Joanna Geraghty, Ellen Jewett, Robert Leduc, Teri McClure, Nik Mittal, Sarah Robb O’Hagan, Vivek Sharma and Thomas Winkelmann to be elected as a director of the Company to serve on our Board until the 2025 annual meeting of stockholders and until such time as their respective successors have been duly elected and qualified or until his or her death, disability, resignation, retirement, disqualification or removal from office.

The Board has no reason to believe that any of the nominees named in this Proxy Statement would be unable or unwilling to serve as a director if elected.

However, if before the 2024 annual meeting, any nominee is unable to serve or for good cause will not serve as a director if elected, the Board may reduce the number of directors to eliminate the vacancy or the Board may fill the vacancy at a later date after selecting an appropriate nominee. If a quorum is present, a substitute nominee for election to a position on the Board will be elected by a majority of the votes cast at the 2024 annual meeting.

Included in each director nominee’s biography below is a description of select key qualifications and experience of such nominee based on the qualifications described above. The Board and the Governance and Nominating Committee believe that the combination of the various qualifications and experiences of the director nominees would contribute to an effective and well-functioning board and that, individually and as a whole, the director nominees possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to the Company’s leadership. See also “Corporate Governance at JetBlue—The Board of Directors—Board Composition—Board Skills and Experience Matrix.”

MANAGEMENT PROPOSAL 1

TO ELECT DIRECTORS

What are you voting on? ■ Stockholders are being asked to elect eleven director nominees for a one-year term. Voting recommendation: ■ FOR the election of each director nominee. The Board and its Governance and Nominating Committee believe that each of the eleven director nominees possesses the necessary qualifications and experiences to provide quality advice and counsel to the Company’s leadership and effectively oversee the long-term interests of the stockholders.   All nominees are current JetBlue Board members who were elected by the stockholders at the 2023 annual meeting or appointed by the Board in 2024.

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

PETER BONEPARTH Age 64 Director since: 2008 INDEPENDENT INDEPENDENT BOARD CHAIR JETBLUE BOARD COMMITTEES*: ■ Finance (Chair) ■ Compensation ■ Governance & Nominating		Current Public Company Boards: ■ JetBlue Airways Corporation ■ Kohl’s Corporation Prior Business and Other Experience, and Qualifications: Until 2021, Mr. Boneparth was a Senior Advisor to a division of The Blackstone Group, LLP, an investment management firm. He was also Senior Advisor of Irving Capital Partners, a private equity group, from February 2009 through 2014. He served as President and CEO of the Jones Apparel Group, an apparel company, from 2002 to 2007. In addition to those displayed below, Mr. Boneparth’s qualifications and experience include international business experience, knowledge of customer service, oversight of risk management and crewmember relations. Key Skills and Experience:
			CEO		Human Capital Management
			Finance / Capital		Marketing / Brand
			Corporate Governance		Financial Literacy / Accounting
			Risk Management		Government / Public Policy
MONTE FORD Age 64 Director since: 2021 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Airline Safety ■ Technology		Current Roles: ■ Principal Partner at the Chief Information Officer Strategy Exchange, a membership program for technology executives ■ Technology Industry Consultant Current Public Company Boards: ■ JetBlue Airways Corporation ■ Akamai Technologies, Inc. ■ Iron Mountain Inc. ■ Centene Corp. Prior Business and Other Experience, and Qualifications: Prior to joining the Chief Information Officer Strategy Exchange in 2015, Mr. Ford served as Executive Chair and Chief Executive Officer of Aptean Software, an enterprise business software provider, from 2012 to 2013, and as Chief Information Officer of AMR Corporation (now known as American Airlines Group), an airline holding company, from 2000 to 2011. Prior to that, Mr. Ford held executive management positions with The Associates First Capital Corporation, Bank of Boston and Digital Equipment Corporation. He has served as a director of several institutions, as well as on the Research Board and CIO Strategy Exchange. In addition to those displayed below, Mr. Ford’s qualifications and experience include diverse leadership experiences and an extensive background in information technology, including in the airline industry. Key Skills and Experience:
			Aviation		Human Capital Management
			Corporate Governance		Marketing / Brand
			ESG / DEI		IT / System
			Operations / Logistics		Infrastructure
			Digital		Cyber

JOANNA GERAGHTY Age 51 Director since: 2024 JETBLUE BOARD COMMITTEES*: ■ Airline Safety ■ Technology		Current Role: ■ CEO of JetBlue Airways Corporation Current Public Company Boards: ■ JetBlue Airways Corporation ■ L3Harris Technologies, Inc. Prior Business and Other Experience, and Qualifications: Ms. Geraghty first joined JetBlue in 2005. Prior to her appointment as CEO in February 2024, Ms. Geraghty served as the Company’s President and Chief Operating Officer from 2018 to 2024 and Executive Vice President, Customer Experience from 2014 to 2018. She also served as Executive Vice President, Chief People Officer from 2010 to 2014, after serving as Vice President and Associate General Counsel and Director of Litigation and Regulatory Affairs. Ms. Geraghty also serves on the board of directors of L3Harris Technologies, Inc. (NYSE: LHX), has also served as a member of the board of the JetBlue Foundation, and is chairperson of the board of Concern Worldwide, an international not-for-profit organization. Key Skills and Experience:
			Aviation		Marketing / Brand
			Finance / Capital		Risk Management
			Operations / Logistics		Government / Public Policy
			Human Capital Management
ELLEN JEWETT Age 65 Director since: 2011 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Governance & Nominating (Chair) ■ ESG (Chair) ■ Audit ■ Finance		Current Role: ■ Managing Partner of Canoe Point Capital, LLC, an investment firm focusing on early stage social ventures, 2015 to present. Current Public Company Boards: ■ JetBlue Airways Corporation ■ Booz Allen Hamilton Holding Corporation Prior Business and Other Experience, and Qualifications: Prior to joining Canoe Point Capital, LLC in 2015, Ms. Jewett was the Managing Director Head of U.S. Government and Infrastructure for BMO Capital Markets, a financial services institution, covering airports and infrastructure banking from 2010 to 2015. Prior to that, Ms. Jewett spent more than 20 years at Goldman, Sachs & Co., a global financial institution, specializing in airport infrastructure financing, most recently serving as head of the public sector transportation group, and previously, as head of the airport finance group. Ms. Jewett served as the President of the Board of the Brearley School through June 2018. She is a Trustee of Children’s Aid in New York City (chair finance and treasurer) and The Hastings Center. In addition to those displayed below, Ms. Jewett’s qualifications and experience include talent management, and experience in the areas of airports and infrastructure. Key Skills and Experience:
			Aviation		Financial Literacy / Accounting
			Corporate Governance		Risk Management
			ESG / DEI		Infrastructure
			Finance / Capital

ROBERT LEDUC Age 68 Director since: 2020 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Audit (Chair) ■ Airline Safety ■ Finance		Current Public Company Boards: ■ JetBlue Airways Corporation ■ Howmet Aerospace ■ AAR Corp. Prior Business and Other Experience, and Qualifications: Mr. Leduc served as President of Pratt & Whitney, an aerospace manufacturer, from 2016 until early 2020. He had led helicopter manufacturer Sikorsky Aircraft from 2015 to 2016, when UTC sold Sikorsky to defense contractor Lockheed Martin Corp. Previously, Mr. Leduc served in leadership positions at Hamilton Sundstrand and UTC Aerospace Systems, each an aerospace company. Mr. Leduc has over 40 years of aviation experience, with significant maintenance and engine related experience. In addition to those displayed below, Mr. Leduc’s qualifications and experience include brand enhancement and talent management. Key Skills and Experience:
			Aviation		Operations / Logistics
			CEO		Financial Literacy / Accounting
			Corporate Governance		Risk Management
			Finance / Capital		Infrastructure
TERI MCCLURE Age 60 Director since: 2019 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Compensation (Chair) ■ Governance & Nominating ■ ESG		Current Public Company Boards: ■ JetBlue Airways Corporation ■ Fluor Corporation ■ GMS, Inc. ■ Lennar Corp. Prior Business and Other Experience, and Qualifications: From 1995 until her retirement in 2019, Ms. McClure worked at UPS, serving most recently as Chief Human Resources Officer. She has also held additional positions and responsibilities on the UPS Executive Leadership Team, including General Counsel and Corporate Secretary, and Audit and Global Ethics and Compliance, among other roles. In addition to those displayed below, Ms. McClure’s qualifications and experience include legal acumen, labor issues and risk management oversight. Key Skills and Experience:
			International		Human Capital Management
			Aviation		Marketing / Brand
			Corporate Governance		Risk Management
			ESG / DEI		Government / Public Policy
			Operations / Logistics

NIK MITTAL Age 52 Director since: 2022 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Audit ■ Finance ■ ESG		Current Roles: ■ President, Founder and Co-Portfolio Manager of Molecule Ventures LLC, an environmental markets investment firm ■ Partner and Lead Investor in Plankton Energy LLC, a community solar developer Current Public Company Board: ■ JetBlue Airways Corporation Prior Business and Other Experience, and Qualifications: Prior to founding Molecule Ventures LLC in 2020, Mr. Mittal was previously a firm partner from 2006 to 2018 at JANA Partners LLC, where he helped direct the firm’s investment research and focused on public markets investing across multiple industries for more than a decade. He began his career as an investment banking associate at Donaldson, Lufkin and Jenrette. Mr. Mittal was also a Senior Fellow, Climate Policy & Innovation, at the Environmental Defense Fund and an Adjunct Professor of Finance at NYU Stern School of Business, teaching an MBA course titled “Valuing Investing Strategies”. In addition to those displayed below, Mr. Mittal’s qualifications and experience include deep expertise in capital markets, financial strategy and structures. Key Skills and Experience:
			Corporate Governance		Financial Literacy / Accounting
			ESG / DEI		Government / Public Policy
			Finance / Capital
SARAH ROBB O’HAGAN Age 51 Director since: 2018 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Compensation ■ Technology		Current Role:   ■ CEO of EXOS, the Human Performance Company Current Public Company Board:   ■ JetBlue Airways Corporation Prior Business and Other Experience, and Qualifications: Prior to joining EXOS in 2020, Ms. Robb O’Hagan served as the Chief Executive Officer of the indoor cycling company Flywheel Sports from 2017 to 2019, and became the author and founder behind Extreme Living LLC, a content platform to unleash potential in diverse aspiring leaders. She previously served as global president of Equinox, a luxury fitness company, from 2012 to 2016, where she led the upgrading of the offering through a significant technology transformation, and global president of Gatorade, a sports nutrition business, from 2008 to 2012, where she successfully led the business through a major repositioning and business turnaround. In addition to those displayed below, Ms. Robb O’Hagan’s qualifications and experience include lifestyle brands, technology, and risk management oversight. Key Skills and Experience:
			International		Financial Literacy / Accounting
			CEO		Human Capital Management
			ESG / DEI		Marketing / Brand
			Digital		IT / System

VIVEK SHARMA Age 49 Director since: 2019 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Technology (Chair) ■ Compensation		Current Roles:   ■ Adjunct Professor of Data Science at the University of Southern California’s Marshall School of Business   Current Public Company Board: ■ JetBlue Airways Corporation Prior Business and Other Experience, and Qualifications: Mr. Sharma’s executive roles include CEO of InStride, a Los Angeles based EdTech company he co-founded in 2019, a position in which he served until 2023. Under his leadership, InStride grew to a profitable 200-person company, helping employees in 41 large corporations avoid $630 million of student debt, for which it was named to Fortune’s ‘Global Impact 20’ list. Prior to InStride, Mr. Sharma spent six years at The Walt Disney Company as Senior Vice President, Digital Guest Experience & eCommerce, leading a $10 billion eCommerce business and serving 150 million guests annually across theme parks, resorts, cruises, guided travel adventures, restaurants and retail businesses globally. Mr. Sharma also served at Yahoo for four years as General Manager of Yahoo Mail & Messenger and Vice President of Yahoo Search, and at McKinsey & Company for eight years as Associate Partner of technology practice. In addition to those displayed below, Mr. Sharma’s qualifications and experience include ecommerce and digital guest experience, and workforce online education. Key Skills and Experience:
			International		Human Capital Management
			CEO		IT / System
			ESG / DEI		Cyber
			Digital
THOMAS WINKELMANN Age 64 Director since: 2013 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Airline Safety (Chair) ■ Compensation ■ Governance & Nominating ■ ESG		Current Role:   ■ Executive Chair of Zeitfracht Group, a logistics company based in Berlin, Germany Current Public Company Board:   ■ JetBlue Airways Corporation Prior Business and Other Experience, and Qualifications: Before joining Zeitfracht in 2018, Mr. Winkelmann served as CEO of airberlin, a commercial airline, from 2017 through 2018. He previously served as the Chief Executive Officer of Lufthansa German Airlines (Hub Munich), a commercial airline, beginning in 2016, and was a member of the Group Executive Committee of Lufthansa Group. From 2006 through 2015, he served as Chief Executive Officer of Germanwings GmbH, a commercial airline. In addition to those displayed below, Mr. Winkelmann’s qualifications and experience include sales and revenue management. Key Skills and Experience:
			International		Operations / Logistics
			Aviation		Human Capital Management
			CEO		Marketing / Brand
			Corporate Governance		Risk Management
			ESG / DEI		Government / Public Policy

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

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.

As is customary in the airline industry, all members of the Board and their immediate family may travel without charge on our flights. We also provide directors with post-service travel benefits.

We reimburse our directors, including our full-time employee director, for expenses incurred in attending Board meetings. We do not provide gross-up payments to members of our Board.

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

Fiscal Year 2023 Director Compensation

The following table summarizes compensation paid to our non-employee directors for services rendered during the year ended December 31, 2023. The footnotes to the table and narrative discussion above describe details of each form of compensation paid to, or earned by, our directors and other material factors relating to director compensation arrangements.

Certain Relationships and Related Person Transactions

We established a written policy that requires approval or ratification by our Audit Committee of any transaction in excess of $120,000 which involves a “Related Person’s” entry into an “Interested Transaction.” As defined in our policy, an Interested Transaction is any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships (including any indebtedness or guarantee of indebtedness) in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (ii) the Company is a participant, and (iii) any Related Person has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A “Related Person” is defined in our policy as any (i) person who is or was (since the beginning of the last fiscal year for which the Company has filed a Form 10-K and proxy statement, even if he or she does not presently serve in that role) an executive officer, director or nominee for election as a director, (ii) greater than 5% beneficial owner of the Company’s common stock, or (iii)immediate family member of any of the foregoing. “Immediate family member” includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and brothers- and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).

Our policy further provides that only disinterested directors are entitled to vote on any Interested Transaction presented for Audit Committee approval.

Transactions with Related Persons since the Beginning of Fiscal Year 2023

The Company and its subsidiaries periodically enter into transactions in the ordinary course of business with other corporations of which the Company’s executive officers or directors or members of their immediate families may be directors, executive officers, or stockholders. There are no reportable transactions with related persons for 2023.

MANAGEMENT PROPOSAL 2

TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

What am I voting on? ■ Stockholders are being asked to approve, on an advisory basis, the compensation of the named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative in this Proxy Statement). Voting recommendation: ■ FOR the resolution to approve compensation of the named executive officers, on an advisory basis. The Board 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.

As required by Section 14A of the Exchange Act, we are providing stockholders with a non-binding advisory vote to approve the compensation of the named executive officers as described in the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative in this Proxy Statement.

We regularly consider the input of our stockholders and engage with our stockholders during the year. For example, we considered the input and feedback of our stockholders on the structure and design of our executive compensation programs, and concurrently with discussions with our stockholders on these topics, we made changes to our programs in 2023, including to remove an excise tax gross-up provision from our Executive Change in Control Plan (as defined below) for excess parachute payments (as defined in Section 280G of the Internal Revenue Code) that applied to the Company’s senior leaders, including the NEOs.

The Board recommends that stockholders vote FOR the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in this proxy statement, including the Compensation Discussion and Analysis, the accompanying compensation tables and the related narrative.”

In deciding how to vote on this proposal, the Board encourages you to read the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative in this Proxy Statement. For the reasons outlined above and elsewhere in this Proxy Statement, we believe that our executive compensation program is well designed, appropriately aligns executive pay with Company performance and incentivizes desirable behavior.

Because your vote is advisory, it will not be binding upon the Board. However, the Board values stockholders’ opinions, and the Compensation Committee will take into account the outcome of the advisory vote when considering future executive compensation decisions. The Board has adopted a policy of providing for annual advisory votes from stockholders on executive compensation. The next such vote will occur at the 2025 annual meeting of Stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

NAMED EXECUTIVE OFFICER COMPENSATION DISCUSSION AND ANALYSIS

LETTER FROM THE CHAIR OF THE COMPENSATION COMMITTEE

DEAR STOCKHOLDERS:

The past several years have been extraordinarily challenging for the airline industry and, in certain respects, for JetBlue in particular. While industry-wide passenger traffic has finally approached pre-pandemic levels, financial performance of the industry continues to lag pre-pandemic levels as a result of significant increases in frontline wages, fuel, airport fees, and other operating costs. In addition, JetBlue has faced unique headwinds in our strategic efforts to expand competition and consumer choice following Federal court rulings against both the Northeast Alliance and our planned merger with Spirit Airlines.

To stabilize, retain, motivate, and focus the leadership team throughout this challenging period, the Board and the Compensation Committee implemented three targeted programs: one to manage pandemic-related challenges, the second to recognize the additional burdens associated with the planned Spirit deal, and third to support our leadership succession plans. These non-recurring programs inflate 2023 Summary Compensation Table-reported pay figures, which are not representative of our ongoing executive pay program. Each of the following non-recurring programs, which are described in further detail later in this Proxy Statement:

In a culmination of our succession plans, Ms. Geraghty was appointed Chief Executive Officer in early 2024. Under her leadership, we are preparing for the next phase of our evolution as a company. During this next phase, our Board and Compensation Committee remain committed to our pay for performance philosophy, to strengthen alignment with shareholders, and to simplify our programs by suspending further use of the non-recurring programs described above.

On behalf of the Compensation Committee and the Board, we thank you for your past support, look forward to our continued dialogue, and respectfully ask for your support at our 2024 annual meeting.

Teri P. McClure

Chair, Compensation Committee

This Compensation Discussion and Analysis describes our compensation philosophy, policies and plans as well as our compensation-setting process and the 2023 compensation of our named executive officers (“NEOs”). This Compensation Discussion and Analysis contains forward-looking statements that are based on our current plan, considerations, expectations and determinations regarding future compensation programs. The actual compensation programs that we adopt in the future may differ materially from the programs as summarized in this discussion.

Executive Summary

This Compensation Discussion and Analysis provides information about our fiscal year 2023 compensation program for our NEOs identified in the Summary Compensation Table as of December 31, 2023.

ROBIN HAYES Chief Executive Officer		JOANNA GERAGHTY President and Chief Operating Officer		URSULA HURLEY Chief Financial Officer		BRANDON NELSON General Counsel and Corporate Secretary		CAROL CLEMENTS Chief Digital and Technology Officer

Non-Recurring Compensation Matters

As mentioned in the letter above from our Chair of the Compensation Committee, Ms. McClure, 2023 was a year in which the Company’s executive compensation program included payouts under and grants of certain non-recurring compensation arrangements. In order to address the unplanned departure of NEOs and compensation limitations due to the Government Support (as defined below), we previously implemented the ERAs to come due upon the expiration of the Government Support limitations in 2023. Also, in 2023, we granted Transaction Incentive Awards and a special, one-time equity-based retention award to Ms. Geraghty in connection with her entry into an employment agreement with a three-year term. The tables throughout this Compensation Discussion and Analysis will include these compensation items, which are non-recurring and not representative of our ongoing compensation program and philosophy, but were implemented to address specific needs. Our ongoing executive pay program is described below, and we are providing this executive summary of non-recurring compensation decisions to provide context and supplement our executive pay program and philosophy.

CARES Act-Related Compensation Restrictions. Following the onset of the COVID-19 pandemic in March 2020, we participated in multiple government support programs which had implications for our executive compensation arrangements, including The CARES Act, the United States Consolidated Appropriations Act, 2021, and the American Rescue Plan Act of 2021 (collectively referred to as the “Government Support”). These imposed meaningful compensation limitations during an unprecedented and difficult time in this industry, creating a challenging compensation and retention environment. In accordance with any grants and/or loans received under the Government Support programs, we were required to comply with the relevant provisions of the related acts which, among other things, included various restrictions on certain executive compensation, which applied to our NEOs starting in March 2020 and continued to apply until April 2023. This restricted the Board’s ability to recognize, retain and provide market compensation to our executives and contributed to the unplanned resignations of two executive officers in 2021. Subject to the limitations of the Government Support programs, the Board and Compensation Committee adopted other strategies deemed necessary to help ensure key leaders of the Company with deep airline industry expertise continue to steward the Company during the unprecedented economic disruption caused by the COVID-19 pandemic, and the uncertainty to air travel and threat to the future success of JetBlue created thereby. The ERAs were designed to retain and motivate our key leaders and to further align their interests with those of our stockholders. They were also granted during a time when the Compensation Committee was faced with the need to stabilize and motivate the leadership team. Most of the ERAs were settled in 2023. Both the Board and Committee believe the awards were a critical and effective tool for retaining our key leaders.

Transaction Incentive Awards. During 2023, in connection with the proposed merger with Spirit Airlines, the Compensation Committee and the Board approved Transaction Incentive Awards comprised of cash (25%), performance stock units (“PSUs”) (25%) and restricted stock units (“RSUs”) (50%). The design, described in more detail below, was intended to retain and motivate our NEOs and to further align their interests with those of our stockholders throughout the planning and completion of the merger and the integration of the two companies. The PSU component of the awards was forfeited in connection with the termination of the transaction with Spirit Airlines announced on March 4, 2024.

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

The table below includes the total amount of non-recurring compensation for 2023 for each NEO.

Compensation Philosophy and Governance

Compensation Philosophy & Principles

We continue to lead with our values, by promoting a safe environment for our customers and crewmembers. As we navigate our continually-evolving operating environment, our goal continues to be to ensure that our leaders’ focus remains on long-term growth of the Company and enhancing stockholder value.

Determining Executive Compensation

The Compensation Committee assists the Board with oversight and determination of compensation for the Company’s non-employee directors and executive officers. The Compensation Committee oversees the Company’s executive compensation policies and reviews and establishes the compensation for our CEO (subject to approval by our Board) and the other NEOs. The Compensation Committee is charged with review of pay levels and policies related to salaries, annual cash incentive awards and grants of equity and non-equity incentive awards and oversight of our equity incentive plans. In determining base salary, annual cash incentive awards, RSUs, PSUs, performance cash awards (“PCAs”) and other compensation, the Compensation Committee uses the relevant executive officer’s current level of total compensation as the starting point. The Compensation Committee bases any adjustments to the current pay level on several factors, including the scope and complexity of the functions the executive officer oversees, the contribution of those functions to our overall performance, individual experience and capabilities, individual performance and competitive pay practices. Any variations in compensation among our executive officers reflect differences in these factors.

The Compensation Committee relied on the following tools in determining the base salary, annual incentive cash targets, and equity awards for the NEOs in 2023:

Compensation Consultant

The Compensation Committee is authorized to retain and terminate compensation consultants, legal counsel or other advisors to the Compensation Committee and to approve the engagement of any such consultant, counsel or advisor, to the extent it deems necessary or appropriate after specifically analyzing the independence of any such consultant retained by the Compensation Committee. The Chair of the Compensation Committee reports the Compensation Committee’s actions and recommendations for the previous quarter to the full Board at the next regularly scheduled Board meeting.

The Compensation Committee engaged the services of Pay Governance as its independent advisor on matters of executive compensation for 2023. Pay Governance also evaluates compensation for non-employee directors, compensation of other levels of senior leadership, and equity compensation programs generally. For 2023, the Compensation Committee assessed the independence of Pay Governance pursuant to the SEC and Nasdaq rules and concluded that no conflict of interest exists that would prevent Pay Governance from independently representing the Compensation Committee.

As discussed below under “Peer Competitive Group Survey—Market Assessment,” Pay Governance provided the Company and the Compensation Committee with compensation data regarding the companies in our competitor peer group. Along with the other factors cited above, the Company used this data to develop its recommendations to the Compensation Committee for 2023 compensation levels for executives other than the CEO. The Compensation Committee and Pay Governance recommended CEO compensation changes to the Board. Pay Governance also provided suggestions on the design of the annual cash and long-term incentive awards that were used in 2023, and for the long-term performance based incentive program, including the performance measures and weightings, the factors for the Compensation Committee to review when determining whether to adjust the formulaic amount, and the general range of adjustments to apply. Pay Governance reports directly to the Compensation Committee and all services performed by Pay Governance were under the direction of the Compensation Committee.

Performance Based Pay

Our compensation program is designed to reward our NEOs for the Company’s performance. Consistent with our compensation philosophy, the Compensation Committee sets the compensation of our executive officers, including our NEOs, based in part on achievement of annual financial and operational objectives that we believe further our long-term business goals and the creation of sustainable long-term stockholder value. The majority of our NEOs’ total compensation is tied to performance and is “at risk.”

Competitive Peer Group Survey – Market Assessment

Prior to the start of 2023, the Compensation Committee reviewed a report on the Company’s senior executive compensation programs, which incorporated data provided by Pay Governance. Pay Governance collected compensation data from the companies in our competitor peer group, as well as similarly-sized general industry companies. Pay Governance used a combination of peer group proxy and general industry survey data to develop the competitive market. The current general industry reference group continues to place greater emphasis on consumer-oriented companies, reflecting the role of customer service in JetBlue’s success.

Our competitor peer group consists of the following U.S. airlines:

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.

Best Practices in Compensation Governance

In addition to the core compensation program, the Company provides or has implemented the following for NEOs and the Board:

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

Annual Performance Review

Chief Executive Officer

Our Board evaluates our CEO’s performance and compensation on an annual basis. The CEO recuses himself or herself from Board discussions relating to evaluations of performance and compensation. The Chairs of the Board, Governance and Nominating Committee and the Compensation Committee conduct a performance review without the CEO’s participation and provide their recommendations to the full Board. The Board’s evaluation includes both objective and subjective criteria of the CEO’s performance, which include JetBlue’s financial performance, JetBlue’s performance with respect to our long-term strategic objectives and the development of our senior leadership team. Prior to the Board’s evaluation, the Compensation Committee evaluates the CEO’s compensation. The Compensation Committee uses the competitive market data discussed above to recommend total direct compensation for the CEO.

Other Named Executive Officers

The Compensation Committee, together with our CEO, evaluates the performance of the Company’s executive officers. The CEO provides a performance assessment and compensation recommendation to the Compensation Committee for the other NEOs within the overall team performance framework. The performance evaluation is based on factors such as achievement of corporate performance objectives, advancement of strategic initiatives, leadership and talent development, individual business area responsibilities, and performance as an executive team member and overall executive team performance.

The Compensation Committee also reviews total direct compensation data from the competitive data with respect to other senior executive officers. The Compensation Committee makes final determinations regarding other NEOs’ total compensation.

Compensation Program Design

We believe that a significant amount of our NEO compensation should be tied to the Company’s performance and an increasing amount of it should be at risk. Our cash incentive and equity compensation goals (discussed in more detail beginning on page 50) are designed to drive business objectives that we believe further our long-term business goals and the creation of sustainable long-term stockholder value. The mix of compensation elements below is based on how the Compensation Committee views executive pay.

2023 Target Total Direct Compensation

In 2023, the Compensation Committee approved target total direct compensation for the 2023 fiscal year, which was or is comprised of:

JetBlue’s 2023 pay mix targets a high percentage of equity and performance based compensation.

2023 TARGET TOTAL DIRECT COMPENSATION MIX*

JetBlue’s long-term incentive payouts are tied to performance targets aimed at aligning our leadership team with our stockholders’ interests.

LONG-TERM INCENTIVES

FY 2023 Compensation Decisions

Summary of Fiscal Year 2023 Compensation Program

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

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

Base Salary

The Compensation Committee annually reviews the base salaries of the NEOs, and adjusts them periodically as needed to maintain market position and consistency with evolving responsibilities for the relevant positions. Upon consideration of these factors and input from its independent compensation consultant, the Compensation Committee approved the base salaries for the named executive officers as set forth in the below table, as compared to 2022.

Annual Cash Incentive Awards

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

For 2023, the annual cash incentive award was based 75% on our corporate performance factor and 25% on individual performance of goals set at the beginning of the year for all of the NEOs.

The Compensation Committee may adjust the formulaic funding upwards or downwards by up to 35%, including reduction of payout to 0%, based on qualitative and quantitative factors. For 2023, the Compensation Committee did not adjust the formulaic funding of the plan, which was determined entirely by the performance results as described below.

Corporate Performance Factor

In early 2023, we established corporate performance factor (“CPF”) metrics. Considering the continued uncertainty around the timing and strength of industry recovery post-pandemic and other external factors, we determined it was appropriate to continue to set financial and operational goals and evaluate performance in two six-month periods. The three metrics - Pre-Tax Margin, Controllable Costs and Customer Index - were specifically chosen to reflect the shorter term focus of JetBlue through COVID recovery of improving margins, managing costs and taking care of customers. To bolster leadership’s focus on achieving CM engagement and safety, we added CM engagement and safety modifiers to the CPF for 2023.

At year end, we reported on our achievement of the CPF to the Compensation Committee. The Compensation Committee relied on our performance assessment framework to evaluate our results on each metric and then performed a collective assessment across all goals to determine a CPF payout, which was then applied to our annual cash incentive bonus awards. For 2023, the CPF performance was as follows:

Based on the above performance, the CPF payout was determined as follows:

As noted, a NEO’s performance against individual goals counts toward the annual incentive award. Our CEO evaluates the other NEOs’ performance based on objective criteria, self-evaluations, and a subjective assessment based on perceived level of difficulty and enterprise impact of the goals. The Compensation Committee evaluates the CEO’s performance, and the Compensation Committee makes a CEO compensation recommendation to the Board.

Long-Term Incentive Awards

All of the long-term incentive elements of our compensation program for our NEOs either vest over a multi-year period or include long-term performance measures.

Long-term incentive award grants directly align NEOs’ interests with the interests of stockholders by rewarding achievement of long-term performance goals and increases in the value. Such grants enable us to attract, retain and motivate highly qualified individuals for leadership positions within the Company.

We award RSUs, based on the achievement of individual goals set the previous year, and with a three-year service-based vesting period, to retain and motivate our crewmembers, including our NEOs. We also use PSUs which are earned based on the Company’s three-year performance relative to pre-defined goals.

Restricted Stock Units

We grant equity in the form of RSUs in connection with our annual performance review process, and upon hire or promotion. RSUs are granted following the Compensation Committee meeting early in the year and vest in equal annual installments over the next three years and are generally forfeitable if the leader were to leave the Company before the awards are fully vested.

Based on the NEO’s role, we determine the NEO’s target opportunity, as shown in the table below. Individuals may receive between 0% to 200% of target based on their performance, as assessed by the Compensation Committee and Mr. Hayes.

Performance Stock Units

For the performance period 2023-2025, the Company’s long-term incentive metrics included Absolute Pre-Tax Margin (to reinforce the need to ensure profitability over the performance period), Integration Milestones (to address the strategic importance of the successful completion of the merger with Spirit Airlines and integration of the two companies), and an ESG Performance Index (to incorporate feedback from our stockholders and support other business priorities), weighted at 50%, 25% and 25%, respectively. Given uncertainty surrounding the Spirit transaction, the original terms of the award included a proviso that, should the merger not be consummated, the Integration Milestones achieve 0% and then transition to a Relative Pre-Tax Margin metric for the remaining performance period. As a result of the termination of the merger agreement on March 4, 2024, this substitution has taken effect.

The number of PSUs earned at the end of the three-year performance period will vary based on the actual performance over that period. The value earned will be delivered in Company common stock following the completion of a three-year performance period, subject to our performance against the pre-established corporate goals and certification by the Compensation Committee. Payouts in respect of the 2023 PSU awards may range from 0 to 200% of the target award based on the Company’s performance measured against these metrics. The 2023 PSU opportunities for each of our NEOs, assuming target performance goals are achieved, are shown in the table below.

Vesting of 2021 Performance Stock Units

In April 2021, the Compensation Committee approved grants of PSUs, subject to a three-year performance period. The 2021-2023 performance cycle completed on December 31, 2023, but vesting remained subject to certification of performance results by the Compensation Committee.

The metrics for the 2021 PSUs were EBITDA, adjusted debt to capital ratio and an ESG index, weighted at 40%, 40% and 20%, respectively. Depending upon actual Company performance relative to these performance goals, the exact number of units that could have vested ranged from 0 to 200% of the target award.

At the conclusion of the performance period, the Compensation Committee calculated the Company’s performance relative to these goals during the three-year performance period to determine the vesting percentage for the 2021 PSUs. The following table summarizes the performance results with respect to each of the performance measures applicable to the 2021 LTIP PSU grants.

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

2023 Target Total Direct Compensation

The table below summarizes the Compensation Committee-approved 2023 target total direct compensation for the NEOs described above, which excludes non-recurring items:

2023 Non-Recurring Compensation Considerations

Settlement of 2021 and 2022 Executive Retention Awards

As a condition of our participation in Government Support programs, we were restricted in how we could compensate certain leaders through April 2023. See “—Executive Summary—Non-Recurring Compensation Matters.” As a result, in 2021, we introduced a new, fully “at-risk,” compensation tool that we call the Executive Retention Awards or ERAs. The ERAs were granted to our NEOs during both 2021 and 2022, and were intended to retain and motivate key leaders to remain with the Company to guide JetBlue through the pandemic’s effect on the aviation industry. The ERAs were structured to remain fully “at risk” compensation and dependent on: (i) the lapse of the compensation limitations under our Government Support; (ii) the continued employment of the NEO at the time of payment; and (iii) ultimately, the approval of our Compensation Committee or the Board, as applicable. Following the lapse of Government Support restrictions in April 2023, the Compensation Committee approved the settlement of outstanding ERAs in accordance with their terms.

The below tables includes the total amount of ERAs settled in 2023 for each NEO. (A portion of certain ERAs are payable following 2023 in accordance with their terms.)

Transaction Incentive Awards

In connection with the Company's proposed transaction with Spirit Airlines, Inc., on April 25, 2023 and April 27, 2023 the Compensation Committee and the Board approved the Transaction Incentive Awards comprised of cash (25%), PSUs (25%) and RSUs (50%) for the NEOs.

The cash portion of the Transaction Incentive Award is designed to recognize and reward the efforts by the NEOs in negotiating and working towards implementation of the Spirit transaction, while promoting near-term retention. The cash portion will vest on the first anniversary of the grant date and is subject to the NEO's continued employment with the Company. The Transaction Incentive Awards were designed to recognize efforts by the NEOs necessary to achieve a successful completion of the merger with Spirit Airlines and integration of the two companies.

The cash portion will vest on the first anniversary of the grant date and is subject to the NEO’s continued employment with the Company.

The RSU and PSU portions of the Transaction Incentive Awards were granted under, and pursuant to the terms and conditions of, our Omnibus Plan. The RSUs are designed to retain our NEOs and to further align their interests with those of our stockholders pending the Spirit transaction closing and during the integration of the two companies. The RSUs will cliff vest on the second anniversary of the grant date and are otherwise subject to the same terms and conditions provided under the form of RSU award agreement previously disclosed by the Company.

The PSUs are designed to incentivize and reward the NEOs for closing and integration of the planned Spirit transaction while simultaneously promoting achievement of pre-established performance goals. The PSUs provide that they will settle as soon as reasonably practicable following the certification of performance results by the Compensation Committee, based on the level of achievement of pre-established performance goals and subject to the consummation of the merger, following a three-year performance period commencing on January 1, 2023 and subject to the terms and conditions of the form of PSU award agreement previously disclosed by the Company. The Transaction Incentive PSUs were forfeited due to the termination of the merger agreement with Spirit Airlines on March 4, 2024.

The Compensation Committee and the Board determined that the three components of the Transaction Incentive Awards would collectively reward, retain and incentivize the NEOs for their efforts, while also continuing to tie pay to performance (including but not limited to the successful integration of the two companies).

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

Ms. Geraghty Special, One-Time Award

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

Other Compensation Policies and Information

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

At our 2023 annual meeting of stockholders, our stockholders were asked to approve, on an advisory basis, the Company’s fiscal 2022 NEOs’ compensation (“say-on-pay”). Approximately 88.4% of the aggregate votes cast on the “say-on-pay” proposal at that meeting were voted in favor of the proposal. We considered the input and feedback of our stockholders on the structure and design of our executive compensation programs, and concurrently with discussions with our stockholders on these topics, we made changes to our programs in 2023, including to remove an excise tax gross-up provision from our Executive Change in Control Plan (as defined below) for excess parachute payments (as defined in Section 280G of the Internal Revenue Code) that applied to the Company’s senior leaders, including the NEOs.

The Compensation Committee strives to continue to ensure that the design of the Company’s executive compensation programs is focused on long-term stockholder value creation, emphasizes pay for performance and does not encourage the taking of short-term risks at the expense of long-term results. The Compensation Committee intends to continue to use the “say-on-pay” vote as a guidepost for stockholder sentiment and continues to take into account stockholder feedback in making compensation decisions.

Executive Officer Transition

As we have previously disclosed, Mr. Hayes retired from his position as Chief Executive Officer and a member of the Board, effective February 12, 2024. Ms. Geraghty succeeded Mr. Hayes as Chief Executive Officer and joined the Company’s Board and the Airline Safety Committee and the Technology Committee of the Board on the same date. The terms of Mr. Hayes Transition Agreement and of Ms. Geraghty’s new employment agreement are discussed in more detail below.

All Other Compensation

Perquisites and Other Personal Benefits

We offer limited perquisites and other personal benefits to our NEOs. These include life insurance premiums, executive physicals, and positive space flight benefits, all of which are provided more broadly than to our executive officers. The Compensation Committee believes that these perquisites are reasonable and consistent with prevailing market practice and the Company’s overall compensation program. Perquisites are not a material part of our compensation program. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to our NEOs.

JetBlue also provides 401(k) matching contributions to all employees participating in our 401(k) plan, including the NEOs. See “Summary Compensation Table”.

Post-Employment Benefits

To promote retention and recruiting, we also offer limited arrangements that provide certain post-employment benefits in order to alleviate concerns that may arise in the event of a crewmember’s separation from service with us and enable crewmembers to focus on Company duties while employed by us.

Tax Considerations

With exceptions only for compensation paid pursuant to certain binding contracts as described in Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the tax deduction for annual compensation of each of our NEOs is limited to $1 million. Although the Compensation Committee considers the impact of Section 162(m), it believes that stockholder interests are best served by not restricting the Compensation Committee’s discretion and flexibility in crafting the Company’s executive compensation program, even if non-deductible compensation expenses could result.

Other provisions of the Code can also affect compensation decisions. Under Sections 280G and 4999 of the Code, a 20% excise tax is imposed upon certain individuals who receive payments in connection with a change in control if the payments received by them equal or exceed an amount generally approximating 3x their average annual compensation. The excise tax may be imposed on all such payments generally exceeding 1x an individual’s average annual compensation. A company will also lose its tax deduction for such “excess parachute payments.” In approving the compensation arrangements for our NEOs, the Compensation Committee will consider all elements of the cost to the Company of providing such compensation, including the potential impact of Section 280G of the Code. However, the Compensation Committee may, in its judgment, authorize compensation arrangements that could give rise to loss of deductibility under Section 280G of the Code and the imposition of excise taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed the “Compensation Discussion and Analysis”. Based on such review and discussion, the Compensation Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The Compensation Committee of JetBlue:

Teri McClure (Chair)

Peter Boneparth

Sarah Robb O’Hagan

Thomas Winkelmann

SUMMARY COMPENSATION TABLE

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