JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT5

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

Our Director Nominees

								Other Public Boards		Committee Memberships*
Name		Age		Director since		Independent				Audit		Comp		Airline Safety		G&N		ESG Subcommittee		Finance		Technology
B. Ben Baldanza		60		2018		Y		1
Peter Boneparth Independent Board Chair		62		2008		Y		1
Monte Ford		62		2021		Y		2
Robin Hayes		55		2015		N		1
Ellen Jewett		63		2011		Y		1
Robert Leduc		66		2020		Y		2
Teri McClure		58		2019		Y		3
Sarah Robb O’Hagan		49		2018		Y		–
Vivek Sharma		47		2019		Y		–
Thomas Winkelmann		62		2013		Y		–

	Chair
	Member
	Financial Expert
*	Memberships as of the 2022 annual meeting.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT6

BUSINESS OVERVIEW

How Did We Do in 2021?

2021 Financial and Operational Performance

The Delta and Omicron variants of the COVID-19 pandemic significantly impacted our expectation of the recovery of our business in 2021. While we experienced a strong recovery over the summer peak periods, the two variants caused unexpected decreases in demand for air travel during the fall and winter periods. While we continue to monitor our liquidity level, we remain focused on strengthening our balance sheet for our continued recovery.

Our 2021 full year results were as follows:

Please refer to our “Regulation G Reconciliation of Non-GAAP Financial Measures” in Appendix A for more information on non-GAAP measures.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    7

PROXY STATEMENT 2016 ANNUAL MEETING OF STOCKHOLDERSJETBLUE’S APPROACH TO ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

JetBlue’s mission is to Inspire Humanity. We strongly believe that strong corporate governance, informed by engagement directly with our stakeholders, creates the foundation that allows us to pursue our mission.

At JetBlue, we strive to conduct our business in ways that are principled, transparent, and accountable to key stakeholders. We have safeguarded our values of Safety, Caring, Integrity, Passion and Fun since our first flight.

We are making this proxy statement availablebelieve pursuing our mission generates long-term value. We focus our efforts where we can have the most positive impact on our business and the communities we serve, including issues related to you on or about April 5, 2015 in connection withenvironmental sustainability, youth and education, the solicitation of proxies by our board of directors (the “Board of Directors” or the “Board”) for the JetBlue Airways Corporation 2016 annual meeting of stockholders. At JetBluecommunity, culture and in this proxy statement, we refer to our employees as crewmembers. Also in this proxy statement, we sometimes refer to JetBlue as the “Company,” “we” or “us,” and to the 2016 annual meeting of stockholders as the “annual meeting.” When we refer to the Company’s fiscal year, we mean the annual period ended or ending on December 31human capital. As a reflection of the stated year. Informationimportance of these matters, our Governance and Nominating Committee oversees responsibility for ESG initiatives and reporting. We have more information about our efforts in this proxy statement for 2015 generally refers tothese areas on our 2015 fiscal year, which was from January 1 through December 31, 2015.

website at QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTINGhttp://blueir.investproductions.com/investor-relations/financial-information/reports/annual-reports.

What is the record date?Governance

The record date (the “Record Date”) forAt the annual meeting is March 21, 2016. Onend of 2019, our Board formed an ESG Subcommittee to the Record Date, there were 322,046,556 sharesGovernance and Nominating Committee to advise the Board on ESG matters and provide advice to management as well. In 2020, the ESG Subcommittee worked with the Board and leadership to develop a framework as to where the various pieces of our common stock outstanding and there were no outstanding shares of any other class of stock.ESG lie within the Board’s governance framework. Throughout 2021, we continued to refine these concepts.

Who is entitled to vote?

Only stockholdersBoard ESG Areas of record at the close of business on the Record Date are entitled to vote at the annual meeting and any postponement(s) or adjournments thereof. Holders of shares of common stock as of the Record Date are entitled to cast one vote per share on all matters.

What is the difference between holding shares as a holder of record and as a beneficial owner?

Most of our stockholders hold their shares in an account at a brokerage firm, bank, broker dealer or other nominee holder, rather than holding share certificates in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholder of Record

If on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A., then you are a stockholder of record (also known as a “registered holder”) who may vote at the annual meeting. As the stockholder of record, you have the right to direct the voting of your shares by returning the enclosed proxy card to us or to vote in person or virtually at the annual meeting. Whether or not you plan to attend the annual meeting in person or virtually, please complete, date and sign the enclosed proxy card and provide specific voting instructions to ensure that your shares will be voted at the annual meeting.

Beneficial Owner

If on the Record Date, your shares were held in an account at a brokerage firm, bank, broker-dealer or other similar organization, you are considered the beneficial owner of shares held “in street name,” and the Notice is being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the annual meeting. As the beneficial owner, you have the right to instruct your nominee holder on how to vote your shares and to attend the annual meeting. However, since you are not the stockholder of record, you may not vote these shares in person virtually at the annual meeting unless you receive a valid proxy from your brokerage firm, bank, broker-dealer or other nominee holder. To obtain a valid proxy, you must make a special request of your brokerage firm, bank, broker-dealer or other nominee holder. If you do not make this request, you can still vote by completing your proxy card and delivering the proxy card to your nominee holder; however, you will not be able to vote online at the annual meeting.Risk Oversight

JETBLUE AIRWAYS CORPORATION  - 2016 Proxy Statement	6	Full Board Responsibilities
		Awareness of the JetBlue ESG strategy
		Ensure ESG competency and fluency of 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 on ESG
Human Capital	Workforce diversity, equity and inclusion
	Integrate 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 regulations and reporting

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    9

How do I vote?Environmental Sustainability Initiatives and Reporting

Registered holdersWe believe it is our responsibility to manage our impact on the environment and communities around us and to explore the associated environmental and social risks and opportunities that may vote:

If your shares are heldaffect our business. JetBlue has been consistently recognized for its sustainability and ESG performance. In March 2022, Fast Company included JetBlue within its list of the 10 most innovative companies in the nametransportation industry due to our work in SAF and decarbonization. In 2021, Cowen recognized JetBlue as one of a broker, bank or other holder of record, followits best ESG investment ideas when we achieved the voting instructions you receivehighest industry ESG score from Truevalue Labs, which we maintained throughout the holder of record to vote your shares.year.

Why did I receiveTo execute this work, we employ a Notice indedicated Sustainability and ESG leader to oversee the mail regarding the Internet availabilitysustainability efforts of proxy materials insteadour entire airline and keep our leadership team and Board aware of a full set of proxy materials?climate-related risks and opportunities when developing targets, strategy, performance, and budgets. Our Sustainability and ESG group leads climate change risk and opportunity assessment efforts and performs risk assessments related to possible emissions regulations on an on-going basis.

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), the Company has elected to provide access to its proxy materials over the Internet. Accordingly, the Company is sending such NoticeIn late 2019, our Board formed an ESG Subcommittee to the Company’s stockholdersGovernance and Nominating Committee to ensure the Board is aware of recordJetBlue’s strategy to address climate related risks and beneficial owners. All stockholders willopportunities, among other ESG matters. In 2021, the ESG Subcommittee met three times to discuss ESG topics most material to JetBlue during the year.

As part of our commitment to transparency, we have shared our social and environmental efforts and impacts publicly since 2006. In 2016, we moved our standardized reporting to follow Sustainability Accounting Standards Board (“SASB”) guidelines. These standards identify material sustainability factors that are likely to impact financial performance. Designed to be cost-effective for companies and decision-useful for investors, SASB provides both parties the ability to accesscompare and benchmark performance. In 2017, we were among the proxy materialsfirst companies to introduce voluntary climate-related disclosures recommended by the Task Force on Climate-related Financial Disclosures (“TCFD”). The TCFD standards seek to improve market understanding and analysis of climate-related risks and opportunities by developing disclosure recommendations that are useful to stakeholders in understanding material risks. In 2021, we reported our first climate risk scenario analysis, which offered an estimate of how climate-related risks and opportunities may impact JetBlue over time. We expect to continue to evolve our reporting and target setting activities to provide what our investors are asking for –including submitting a near term Science Based Target aligned to the SBTI’s strategy guidance, and voluntarily report increasingly granular and specific ESG metrics and targets.

To JetBlue, sustainability means leading the way to a lower-carbon operation, preparing our business today for a changed future.

In 2020,JetBlue became the first U.S. airline to voluntarily offset all of the carbon dioxide emissions for all our domestic flights. In 2021 we maintained our domestic neutrality, and extended it to cover all of our transatlantic flights to London as well. All of JetBlue’s purchased carbon offsets are audited, verified and retired on the website referredairline’s behalf, and projects are sourced from three expert carbon offsetting partners.

JetBlue, however, views carbon offsetting as a bridge as we build up lower-carbon technologies and innovations. In late 2021, JetBlue, along with our venture capital subsidiary JetBlue Technology Ventures (“JTV”), formed the Aviation Climate Taskforce with nine other airlines and the Boston Consulting Group. Together, we plan to invest in and facilitate the development of emerging technologies to decarbonize aviation. This work supplements JTV’s investments in technologies that will help decarbonize aviation, including Universal Hydrogen and Joby Aviation.

JetBlue is also investing in sustainable aviation fuel (“SAF”) which will play a critical role in the Notice or requestaviation industry’s decarbonization. Throughout 2021 we took regular delivery of SAF from two partners: Neste out of San Francisco International Airport (SFO) and World Energy via World Fuel Services in Los Angeles International Airport (LAX). In 2021 we also announced a new SAF offtake agreement with SG Preston, in the Northeast. This deal is expected to receivedeliver at least 670 million gallons of SAF over 10 years and we believe it will drive substantial progress toward JetBlue’s long-term SAF targets. Enabled by our ongoing and forthcoming offtake agreements with various business partners, we believe we are well positioned to achieve our goal of converting 10% of our jet fuel usage to SAF on a printed setblended basis by 2030.

As we look forward, we have committed to achieve net-zero carbon emissions across all our operations by 2040, ten years ahead of the proxy materials. Instructions on howParis Agreement and the national target set by the FAA’s 2021 Aviation Climate Action Plan. We plan to accessreach net-zero by continuously increasing the proxy materials overfuel efficiency of our aircraft and operations, expanding the Internet oruse of sustainable aviation fuels, embracing and supporting alternative energy aircraft and technology, and offsetting any remaining and unavoidable emissions.

We also are committed to request a printed copy may be found inaddressing the Notice. In addition, stockholders may requestemission of greenhouse gases (“GHGs”) from our flights and we strive to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Board of Directors encourages youempower and inspire our customers and crewmembers to take advantage ofmeasures such as offsetting GHG emissions when they fly. Communities and their environments are inherently connected which is why we include environmental programs in our community engagement efforts. GreenUp is JetBlue’s annual campaign to support local environmental nonprofits and create customer engagement around preserving the availability of the proxy materials on the Internet.environment.

What does it mean if I receive more than one proxy card?JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    10

If your shares are registered differently or are held in more than one account, you will receive more than one proxy card. Please sign and return all proxy cards to ensure that all of your shares are voted.

How will my shares be voted at the annual meeting if I do not specify on the proxy card how I want my shares to be voted?

If you are the record holder of your shares and do not specify on your proxy card (or when giving your proxy by telephone or the Internet) how you want to vote your shares, your shares will be voted:

If you are a beneficial owner of shares and do not specify how you want to vote, your shares may not be voted by the record holder and will not be considered as present and entitled to vote on any matter to be considered at the annual meeting, except with respect to the ratification of the Company’s independent auditors. If your shares are held of record by a brokerage firm bank, broker-dealer, or other nominee, we urge you to give instructions to your brokerage firm bank, broker-dealer, or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting on these important matters.

What can I do if I change my mind after I vote?

Any proxy may be revoked at any time prior to its exercise at the annual meeting. A stockholder who delivers an executed proxy pursuant to this solicitation may revoke it at any time before it is exercised by (i) executing and delivering a later-dated proxy card to our Corporate Secretary prior to the annual meeting; (ii) delivering written notice of revocation of the proxy to our Corporate Secretary prior to the annual meeting; (iii) voting again by telephone, by mobile device or over the Internet prior to 11:59 p.m., Eastern Time, on May 16, 2016; or (iv) attending and voting online at the annual meeting. Attendance at the annual meeting, in and of itself, will not constitute a revocation of a proxy. If you hold your shares through a brokerage firm, bank, broker-dealer or other nominee, you may revoke any prior voting instructions by contacting that firm or by voting in person via legal proxy at the annual meeting.

What is a quorum?ESG Targets

To carry ondemonstrate our focus and commitment toward advancing our ESG performance, in 2021 we set ambitious targets across the ESG areas we consider most material to our business — some of the annual meeting, a minimum number of shares, constituting a quorum, must be present. The quorum for the annual meeting is a majority of the outstanding common stock of the Company represented in person or by proxy. Abstentions and “broker non-votes” (which are explained below) are counted as present to determine whether there is a quorum for the annual meeting.which we have already accomplished.

Social Impact Reporting

What are broker non-votes?JetBlue produces an annual social impact report using Global Reporting Initiative (“GRI”) Standards, the most widely adopted voluntary corporate responsibility reporting framework in the world. Through this report, JetBlue focuses on its corporate responsibility and impact through transparent reporting on its community partnerships; corporate giving; diversity, equity and inclusion; safety; and employment and relevant human resources data. The combination of GRI’s standards with social impact reporting provides customers, crewmembers, business and community partners and investors with context about JetBlue’s social impact strategy in the communities we serve.

A “broker non-vote” occurs when a beneficial owner of shares held by a broker, bank or other nominee fails to provide the record holder with voting instructions on any non-routine matters brought to a vote at the annual meeting. “Broker non-votes” are not counted as votes for or against the proposal in question or as abstentions. If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority to vote your shares only on routine matters, such as the ratification of selection of our independent registered public accounting firm (Proposal No. 2), even if the broker does not receive voting instructions from you. Non-routine matters include the election of directors (Proposal No. 1), the advisory vote to approve the compensation of our named executive officers (Proposal No. 3),Diversity, Equity and approval of amendments to amend our certificate of incorporation to permit the removal of directors without cause (Proposal No. 4). Your broker does not have discretionary authority to vote on non-routine matters without instructions from you, in which case a “broker non-vote” will occur and your shares will not be voted on these matters.

What vote is required to adopt each of the proposals?

Proposal 1: Election of DirectorsInclusion

We cultivate and measure the diversity of our workforce and leadership teams, recognizing that diversity supports enhanced organizational decision-making. Thematically, diversity, equity and inclusion falls under the social focus of ESG. 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 adopted majority voting proceduresongoing programs to encourage a diverse talent pipeline specifically for the election of directors in uncontested elections. If a quorum is present, a nominee for election to a position on the Board of Directors will be elected by a majority of the votes cast at the meeting (that is, the number of shares voted “for” the nominee must exceed the number of shares voted “against” the nominee). However, a director who fails to receive the required number of votes at the next annual meeting of stockholders at which he or she faces reelection is required to tender his or her resignation to the Board and the Board may either accept the resignation or disclose its reasons for not doing so in a report filed with the SEC within 90 days of the certification of election results. As discussed above, if your broker holds shares in your name and delivers this proxy statement to you, the broker is not entitled to vote your shares on this proposal without your instructions. Abstentions and broker non-votes are not countedtechnical roles, such as votes cast.pilots.

Proposal 2: RatificationWe are taking measured and organic steps toward building a leadership pipeline that is reflective of Selection of Independent Registered Public Accounting Firmour crewmember and customer base.

This philosophy also extends to our Board. Our Board continued to bring in new perspectives in 2021. The affirmative vote of a majority ofBoard immediately following the votes represented at the annual meeting, either in person or by proxy, and entitled to vote on this proposal, is required to ratify the selection of the independent registered public accounting firm. Abstentions will be counted as present for the purposes of this vote, and thereforeASM assuming all nominees are elected, will have the same effect as a vote against the proposal. Broker non-votes will be counted as presentthree female directors out of ten directors and are entitled to vote on the proposal.three ethnically/racially diverse directors.

Proposal 3: Approval, on an Advisory Basis, of the Compensation of Our Named Executive OfficersWe are committed to fighting against racial injustices and eliminating barriers through our Diversity, Equity and Inclusion strategy designed to support underrepresentative communities.

The affirmative vote of a majority of the votes represented at the annual meeting, either in person or by proxy, and entitled to vote on this proposal, is required to approve the advisory vote on executive compensation. The results of this vote are not binding on the Board, whether or not the proposal is passed. In evaluating the stockholder vote on an advisory proposal, the Board will consider the voting results in their entirety. Abstentions will be counted as present for the purposes of this vote, and therefore will have the same effect as a vote against this proposal. Broker non-votes will not be counted as present and are not entitled to vote on the proposal.JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    11

Proposal 4: Approval of Amendments to Our Certificate of Incorporation to Permit the Removal of Directors Without Cause

Approval of Proposal 4, the amendment of our certificate of incorporation to permit the removal of directors without cause, requires the affirmative vote of a majority of the votes represented at the annual meeting, either in person or by proxy, and entitled to vote on this proposal. Abstentions will be counted as present for the purposes of this vote, and therefore will have the same effect as a vote against the proposal. Broker non-votes will not be counted as present and are not entitled to vote on the proposal.

How do foreign owners vote?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 diverse crewmember and customer segments feel psychologically safe, included and represented.

To complyCorporate 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 its 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 restrictions imposedits customers’ and crewmembers’ passions, the common theme is Good – JetBlue For Good.

Youth/Education, Environment & Community-Focused Initiatives

JetBlue’s core programs and partnerships directly impact the areas where its customers and crewmembers live and work by federal law on foreign ownershipenhancing education and providing access to those that are traditionally underserved. Signature programs include the award-winning Soar with Reading initiative, which provides books to children who need them most; GreenUp which allows us to activate projects throughout the network to help support our blue and green spaces and Swing For Good, which raises funds for education and youth focused non-profits. JetBlue crewmembers have logged approximately 1.3 million volunteer hours since 2011.

Political Contributions

Recognizing the interest of U.S. airlines, our Amendedstockholders in establishing greater transparency about corporate political contributions, we disclose any political contributions to support candidates and Restated Certificate of Incorporationballot measures and our Amended and Restated Bylaws (the “Bylaws”) restrict foreign ownership of shareshow certain of our common stock. The restrictions imposed by federal law currently require that no more than 25%trade association membership dues are used for political activities in our annual SASB and TCFD reporting. As part of our voting stock be owned or controlled, directly or indirectly, by persons who are not United States citizens. Our Bylaws provide that no shares of our common stock may be voted by orcommitment to transparency, we developed the Political Contributions Policy, which discusses how we engage in the political process. The policy is available at the direction of non-citizens unless such shares are registeredinvestor relations page on a separate stock record, which we refer to as the “foreign stock record.” Our Bylaws further provide that no shares of our common stock will be registered on the foreign stock record if the amount so registered would exceed the foreign ownership restrictions imposed by federal law. Any holder of JetBlue common stock who is not a United States citizen and has not registered its shares on the foreign stock record maintained by us is not be permitted to vote its shares at the annual meeting. The enclosed proxy card contains a certification that by signing the proxy card or voting by telephone or electronically, the stockholder certifies that such stockholder is a United States citizen as that term is defined in the Federal Aviation Act or that the shares represented by the proxy card have been registered on our foreign stock record. As of the Record Date for the annual meeting, shares representing less than 25% of our total outstanding voting stock are registered on the foreign stock record.www.jetblue.com.

Under Section 40102(a)(15) of the Federal Aviation Act, the term “citizen of the United States” is defined as: (i) an individual who is a citizen of the United States, (ii) a partnership each of whose partners is an individual who is a citizen of the United States, or (iii) a corporation or association organized under the laws of the United States or a state, the District of Columbia or a territory or possession of the United States of which the president and at least two-thirds of the Board of Directors and other managing officers are citizens of the United States, and in which at least 75% of the voting interest is owned or controlled by persons that are citizens of the United States.

Who pays for soliciting the proxies?

We pay for the cost of soliciting the proxies. We have retained Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902, a professional soliciting organization, to assist in soliciting proxies from brokerage firms, custodians and other fiduciaries. The Company expects the fees for Morrow & Co., LLC to be approximately $7,500 plus expenses. In addition, our directors, officers and associates may, without additional compensation, also solicit proxies by mail, telephone, personal contact, facsimile email or through similar methods. We will, upon request, reimburse brokerage firms and others for their reasonable expenses in forwarding solicitation material to the beneficial owners of our stock.

Will the annual meeting be webcast?

Yes. In addition to attending in person, you may attend the meeting virtually via the Internet atwww.virtualshareholdermeeting.com/jblu2016, where you will be able to vote electronically and submit questions during the meeting. The audio broadcast will be archived on that website for at least 120 days.

What is “householding” and how does it affect me?Human Trafficking

The SEC has adopted rulesissue of human trafficking is one that permit companieshits close to home in our industry. Victims of this crime are often hidden in plain sight, including on aircraft and intermediaries such as brokersin airports. We work with the U.S. Department of Homeland Security and the U.S. Department of Transportation to satisfy delivery requirements for proxy statements with respectsupport the Blue Lightning initiative, a program aimed at stopping human trafficking. We educate our crewmembers on the issue and how to two or more stockholders sharing the same address by deliveringreport suspicious activities. We established a single proxy statement addressedcross-functional team working group to those stockholders. This process, which is commonly referredassess what additional policies and practices we can use to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies. We and some brokers household proxy materials, delivering a single proxy statement or annual report to multiple stockholders sharing an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or annual report, please notify us by sending a written request to Investor Relations, JetBlue Airways Corporation, 27-01 Queens Plaza North, Long Island City, New York 11101 or by calling us at (718) 286-7900. You may also notify us to request delivery of a single copy of our annual report or proxy statement if you currently share an address with another stockholder and are receiving multiple copies of our annual report or proxy statement.help combat this issue.

Is there a list of stockholders entitled to vote at the annual meeting?JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    12

The names of stockholders entitled to vote at the annual meeting will be available at the annual meeting and for ten days prior to the annual meeting for any purpose germane to the annual meeting, between the hours of 9:00 a.m. and 4:30 p.m. (Eastern Time), at our principal executive offices at 27-01 Queens Plaza North, Long Island City, New York 11101, by contacting our General Counsel, James Hnat.

When will the voting results be announced?

We will announce preliminary voting results at the annual meeting. We will report final results on our website atwww.jetblue.com and in a filing with the SEC on a Form 8-K.

CORPORATE GOVERNANCE AT JETBLUE

There are currently eleven membersJetBlue’s mission is to Inspire Humanity. We strongly 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 Board of Directors. Assuming the election of all nominees, immediately following the annual meeting the size of our Board of Directors will be set at ten directors. Mr. Jens Bischof, a director since 2011, is not standing for re-election in May. The Company thanks Mr. Bischof for his exemplary service to JetBlue. As discussed in greater detail below, the Board is recommending that you reelect all of the nominees for a one-year term.stockholders, maintain internal checks and balances, strengthen leadership accountability, and foster responsible decision making and accountability.

Based on the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors has nominated Peter Boneparth, David Checketts, Stephan Gemkow, Virginia Gambale, Robin Hayes, Ellen Jewett, Stanley McChrystal, Joel Peterson, Frank Sica and Thomas Winkelmann, each a current director of the Company, each to be elected as a director of the Company to serve on our Board of Directors until the 2017 annual meeting of stockholders or until such time as until their respective successors have been duly elected and qualified or until his or her prior death, disability, resignation, retirement, disqualification or removal from office.

We do not know of any reason why any nominee named in this proxy statement would be unable or unwilling to serve as a director if elected. If any nominee is unable or unwilling to serve as a director if elected, the shares of common stock represented by all valid proxies will be voted at the annual meeting for the election of such substitute as the Board may recommend. 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 nominee for election to a position on the Board of Directors will be elected by a majority of the votes cast at the meeting (that is, the number of shares voted “for” the nominee must exceed the number of shares voted “against” the nominee). Abstentions and broker non-votes are not counted as votes cast. However, a director who fails to receive the required number of votes at the next annual meeting of stockholders at which he or she faces reelection is required to tender his or her resignation to the Board and the Board may either accept the resignation or disclose its reasons for not doing so in a report filed with the SEC within 90 days of the certification of election results.Corporate Governance

The Board of Directors recommends that stockholders vote “FOR” each nominee.

Nominees for Director

Director QualificationsProvides Operational and Biographical Information

Our Board is composed of a diverse group of leaders in their respective fields. Many of the current directors have leadership experience at major domestic and international 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 institutions or from the U.S. military which brings unique perspectives to the Board. Further, each of the Company’s directors has other specific qualifications that make them valuable members 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.Strategic Oversight

The Board reviews diversity of viewpoints, background, experience, accomplishments, educationoversees leadership, business affairs and skills when evaluating nominees. Theintegrity, 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 believes this diversity is demonstrated incommittees focus on the range of experiences, attributes and skills of the current members of the Board. The Board believes that such diversity is important because it provides varied perspectives, which promotes active and constructive discussion among Board members and between the Board and management, resulting in more effective oversight of management’s formulation and implementation of strategic initiatives. The Board believes that directors should contribute positively to the existing chemistry and collaborative culture among the 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. While we have no formal policy on director diversity, the Corporate Governance and Nominating Committee seeks to attract and retain directors who have these qualities to achieve an ultimate goal of a well-rounded Board that functions well as a team, something which is critically important to thefollowing:

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    13

Company. In determining whetherLeadership 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 incumbent director should stand for reelection,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 Corporate Governance and Nominating Committee considersoperation, the above factors,commercial team, as well as that director’s personalthose leading central functions like Finance, Legal, IT and professional integrity, attendance, preparedness, participation and candor, the individual’s satisfactionPeople. Members of the criteria forsenior leadership team meet with the nomination ofBoard regularly, with most attending a Board or committee session at least quarterly, and also interact with our directors set forth in our Corporate Governance Guidelinesoutside the boardroom.

Representatives from the Company’s Legal and Government Affairs groups address public policy, regulatory, government affairs, compliance, legal risk, and other relevant factors as determined byissues. 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 and Treasury departments report regularly to the Board. Periodically,Our Infrastructure Development team, along with others, assists the Corporate GovernanceBoard in its governance of major real estate transactions. Our Board and Nominating Committee reviewsits committees also work closely with representatives from the Company’s short-People department, the ESG and long-term business plans to gauge what additional currentDEI teams, the Cybersecurity team and future skills and experience may be required of the Company’s Board and any future Board candidates. The Corporate Governance and Nominating Committee seeks to use the results of the assessment process as it identifies and recruits potential director candidates.

Mr. Boneparth served as Senior Advisor of Irving Capital Partners, a private equity group, from 2009 through 2014. He served as president and Chief Executive Officer of the Jones Apparel Group from 2002 to 2007. Mr. Boneparth is a director of Kohl’s Corporation. As a senior retail executive, Mr. Boneparth’s qualifications and experience include finance and investment experience, talent management, international business experience, knowledge of brand enhancement and customer service, oversight of risk management and crewmember relations.

Mr. Checketts is the Managing Partner of Checketts Partners Investment Management, a private equity firm founded in 2011 focused on sports, media and entertainment investments. Its portfolio companies include ScoreBig,Inc. and Veritone Inc. Mr. Checketts served as Chairman and CEO of Legends Hospitality Management, founded by the NY Yankees and Dallas Cowboys, from December 2011 to October 2015. Mr. Checketts founded SCP Worldwide in 2006 which owned and operated the St. Louis Blues, Scottrade Center, the 2009 Major League Soccer Champions Real Salt Lake, Rio Tinto Stadium and ESPN 700 Sports talk radio. From 1994 to 2001, Mr. Checketts was President and Chief Executive Officer of Madison Square Garden Corporation. From 1991 to 1994, Mr. Checketts was the President of the New York Knicks professional basketball team. From 1990 to 1991, he was Vice President of Development for the National Basketball Association. From 1984 to 1990, Mr. Checketts was President of the Utah Jazz professional basketball team. As an investor and chairman of an investment firm, Mr. Checketts’ qualifications and experience include business operations, finance and investment experience, knowledge of our competitive landscape, and experience with customer service, brand and talent management.

Ms. Gambale has been a Managing Partner of Azimuth Partners LLC, a strategic and advisory firm in the field of technology and data communications solutions, since 2003. Prior to founding Azimuth Partners, Ms. Gambale was a Partner at Deutsche Bank Capital and ABS Ventures from 1999 to 2003. Prior to that, she held the position of Chief Information Officer at both Bankers Trust Alex Brown and Merrill Lynch. Ms. Gambale serves on the National Association of Corporate Directors Risk Oversight Advisory Council. Ms. Gambale is an adjunct faculty member for Columbia University’s Masters in Technology Leadership program and is also one of 3 members of the Executive Advisory Board of Columbia University’s Center for Technology Management. Within the past five years, Ms. Gambale served as a director of Piper Jaffray Companies and Motive, Inc. As a former Chief Information Officer and a partner at a firm involved with technology and data communications, Ms. Gambale’s qualifications and experience include the management of large-scale, high-transaction volume systems and technology infrastructure, as well as investing in innovative technologies and developing the ability to adapt and grow these technologies to significantly enhance the performance of operations, risk management and delivery of new products.

Mr. Gemkow became the Chief Executive Officer of Franz Haniel & Cie. GmbH in August 2012. From 2006-2012, he was the Chief Financial Officer of Deutsche Lufthansa AG and a member of the Deutsche Lufthansa AG Executive Board. Mr. Gemkow joined Deutsche Lufthansa AG in 1990, working in various management capacities before serving as Senior Vice President Group Finance from July 2001 until January 2004. Mr. Gemkow then joined the Executive Board of Lufthansa Cargo AG, where he was responsible for Finance and Human Resources. Within the past five years, Mr. Gemkow served on the boards of GfK SE, a public company in Germany, Amadeus IT Holding S.A., and Celesio AG. Currently, Mr. Gemkow is Chairman of the Supervisory Board of TAKKT AG as well as member of the Supervisory Board of Evonik Industries AG. As the former Chief Financial Officer of an international airline, Mr. Gemkow’s experience and qualifications include finance and investment experience, a deep understanding of human resources and labor relations, airline operational experience, knowledge of the competitive landscape, experience with government and regulatory affairs, risk management, including commodities risk, customer service and brand enhancement, international experience and general airline industry knowledge.

Mr. Hayes became JetBlue’s Chief Executive Officer, President and a memberdepartment. Members of the Board have access to all of Directors in February 2015. Prior to this position, Mr. Hayes was JetBlue’s President, responsible for the airline’s commercial and operations areas including Airport Operations, Customer Support (Reservations), Flight Operations, Inflight, System Operations, Technical Operations, as well as Communications, Marketing, Network Planning and Sales from December 2013 until February 2015. He served as JetBlue’s Executive Vice President and Chief Commercial Officer from August 2008 until December 2013. Prior to joining JetBlue, he was British Airways’ Executive Vice President for The Americas. Over the spanour crewmembers outside of a 19-year career with British Airways, he also served as Area General Manager for Europe, Latin America and the Caribbean. As a senior airline executive, Mr. Hayes’ qualifications include over 25 years of aviation experience, knowledge of the competitive landscape, brand enhancement and management.

Ms. Jewett is Managing Partner of Canoe Point Capital, LLC, an investment firm providing capital for early stage companies that have social purpose. From 2010 through 2015, Ms. Jewett was the Managing Director Head of U.S. Government and Infrastructure for BMO Capital Markets covering airports and infrastructure banking. She sat on the Management Committee of the U.S. Fixed Income Division. Prior to that, Ms. Jewett spent more than 20 years at Goldman, Sachs & Co. specializing in airport infrastructure financing, most recently serving as head of the public sector transportation group, and previously, as head of the airport finance group. Ms. Jewett serves as President of the Board of the Brearley School. As a finance professional, Ms. Jewett’s qualifications and experience include domestic and international finance, business and investment experience, talent management and experience in the areas of airports and infrastructure.

General (Ret.) McChrystal is a retired 34-year U.S. Army veteran of multiple wars. Gen. McChrystal commanded the U.S. and NATO’s International Security Force in Afghanistan, served as the director of the Joint Staff and was the Commander of Joint Special Operations Command, where he was responsible for the nation’s deployed military counter terrorism efforts. Gen. McChrystal is a graduate of the United States Military Academy at West Point, the United States Naval Command and Staff College and was a military fellow at both the Council on Foreign Relations and the Kennedy School of Government at Harvard University. General McChrystal is currently teaching a seminar on leadership at the Jackson Institute for Global Affairs at Yale University and serves alongside his wife Annie on the Board of Directors for the Yellow Ribbon Fund, a non-profit organization committed to helping wounded veterans and their families. Gen. McChrystal is a director of Navistar International Corp. and serves on their Finance Committee. He serves as Chairman of the board of Siemens Government Technologies, Inc., a wholly-owned indirect subsidiary and a Federal Business Entity of Siemens AG, since December 2011. Since August 2011, he has served as a member of the Board of Advisors of General Atomics, a world leader of resources for high-technology systems ranging from the nuclear fuel cycle to remotely operated surveillance aircraft, airborne sensors, and advanced electric,

electronic, wireless and laser technologies. Within the last five years, Gen. McChrystal served in the board of Knowledge International. As a former senior military leader, Gen. McChrystal has experience in logistics, air traffic issues, talent management and experience with government and regulatory affairs.

Mr. Peterson is the founding partner of Peterson Partners, LLP, a private equity firm he founded in 1995. He is also the founding partner of Peterson Ventures, which manages a portfolio of small, early-stage investments and Whitman I Peterson, a real estate investment fund founded in 2008. From 1973 through 1990, Mr. Peterson served in several positions at Trammell Crow Company, a commercial real estate development company, including Chief Executive Officer from 1988 through 1990 and Chief Financial Officer from 1977 to 1985. Mr. Peterson has taught at the Stanford University Graduate School of Business since 1992 where he is the Robert L. Joss Consulting Professor of Management and has served as a director for the Center for Leadership Development and Research and on the Advisory Council to the School. He is also an overseer for the Hoover Institution, a policy think tank at Stanford University, and serves on the board of Franklin Covey. Within the last five years, Mr. Peterson served on the Board of Ladder Capital Finance Corp. As a private equity investor and former Chief Executive Officer and Chief Financial Officer of a commercial real estate company, Mr. Peterson’s qualifications and experience include knowledge of real estate, customer service, talent management and leadership development.

Mr. Sica has served as a Managing Partner at Tailwind Capital, a private equity firm, since 2006. From 2004 to 2005, Mr. Sica was a Senior Advisor to Soros Private Funds Management. From 2000 to 2003, Mr. Sica was President of Soros Private Funds Management LLC, which oversaw the direct real estate and private equity investment activities of Soros. In 1998, Mr. Sica joined Soros Fund Management, where he was a Managing Director responsible for Soros’ private equity investments. From 1988 to 1998, Mr. Sica was a Managing Director in Morgan Stanley’s Merchant Banking Division. In 1996, Mr. Sica was elevated to Co-CEO of Morgan Stanley’s Merchant Banking Division. From 1974 to 1977, Mr. Sica was an officer in the U.S. Air Force. Mr. Sica is a director of CSG Systems International, Inc., Safe Bulkers, Inc. and Kohl’s Corporation. Within the past five years, Mr. Sica also served as a director of NorthStar Realty Finance Corporation. As a private equity investor, Mr. Sica’s qualifications and experience include finance and investment experience, talent management, experience in the areas of real estate, technology, risk management oversight (including commodities risk), general airline industry knowledge and international business and finance experience.

Mr. Winkelmann has been Chief Executive Officer of Lufthansa German Airlines (Hub Munich) since January 1, 2016. He is also a member of the Group Executive Committee of Lufthansa Group. He served as Chief Executive Officer of Germanwings GmbH from September 2006 through December 2015. Previously, he served as Vice-President of the Americas for Lufthansa German Airlines. Mr. Winkelmann has held senior management positions for Lufthansa in the United States since 1998. He started as Manager of Area Management Latin America and the Caribbean. Since September 2000, as Vice-President of The Americas based in New York, Mr. Winkelmann was responsible for the entire Lufthansa organization in North and South America. His responsibilities included all operative functions, sales, marketing and the stations. Moreover, he was a member of the Executive Board of Eurowings Luftverkehrs AG from 2006 to 2008. Before joining Lufthansa in 1998, Mr. Winkelmann held management positions, among others, at Deutsche Reisebüro GmbH and at Kaufhof AG in Germany and in the U.S. As a senior airline executive, Mr. Winkelmann’s qualifications and experience include sales, marketing, revenue management, airline operations, knowledge of North America, Latin American and the Caribbean as well as general airline industry knowledge.

CORPORATE GOVERNANCE PRACTICES

Majority of Independent Directors

We have a majority of independent directors serving on our Board. We currently have only one employee director, Mr. Hayes, our Chief Executive Officer and President, on our Board of eleven members. For more information, see “Board Meetings and Board Committee Information—Independent Directors.”

Separation of Chairman of the Board and Chief Executive Officer—Board Leadership Structuremeetings.

The Board recognizesof Directors

Board Structure

Our Board has determined that one of its key responsibilitiesit is to evaluate and determine its optimal leadership structure so as to provide independent oversight of management. We believe thatin the best interests of the Company and its stockholders to maintain a separate independent Board Chair and CEO. Serving since the May 2020 Annual Meeting, Peter Boneparth is our stockholders are best served by separating the positions of Chief Executive Officer and Chairmanindependent Chair of the Board. We believe thisOur Board believes that our current structure, with an independent 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 and corporate governance structure empowers boththat best serves the Boardneeds of DirectorsJetBlue and the Chief Executive Officer, and promotes balance between the authority of those who oversee our business and those who manage it on a day-to-day basis.its stockholders. In our independent Chairman,Chair, our Chief Executive OfficerCEO has a counterpart who can be a thought partner. We believe this corporate structure also permits the Board of Directors to have a healthy dynamic that enables its members to function to the best of their abilities, individually and as a unit. Nevertheless, theOur Board recognizes that it is important to retain the organizational flexibility to determine whether the roles of the Chairman of the Board and Chief Executive Officer should be separated or combined in one individual and that, given the dynamic and competitive environment in which we operate, the right Boardbelieves its current leadership structure may vary as circumstances warrant. The Board may periodically evaluate whether the Boardis appropriate because it effectively allocates authority, responsibility, and oversight between leadership structure should be changed in light of specific circumstances applicable to us.

Annual Elections of Board Members

JetBlue’s Bylaws provide that directors are elected annually.

Majority Vote Policy

Each member of our Board of Directors is elected by a majority of the votes cast in an uncontested election. The majority vote standard requires that a director nominee receive a majority of the votes cast in an uncontested election in order to be formally elected. For the purpose of uncontested elections, abstentions and broker non-votes are not counted as votes cast.

Removal of Supermajority Provisions from our Charter Documents

As approved by our stockholders, we removed supermajority voting requirements from our Bylaws in order to give our stockholders a more meaningful vote in various corporate matters.

Executive Compensation Practices

We strive for transparent and balanced compensation packages, as discussed more fully in the Compensation Discussion and Analysis, which starts on page 25.

Equity Ownership Guidelines

Our directors hold their equity compensation until their retirement from our Board. Our Corporate Governance and Nominating Committee adopted stock ownership requirements for management: 3x base salary for our CEO and 1x base salary for our other named executive officers, to be implemented and met over a five year period, starting in calendar year 2012. Newly hired or newly appointed named executive officers have five years from the date of hire or appointment to meet the stock ownership guidelines. As of December 2015, each of our named executive officers met or exceeded our ownership guidelines, including common stock and unvested restricted stock units but excluding unvested performance stock units and vested underwater stock options. We anticipate reviewing and revising our executive stock ownership guidelines periodically.

Retirement and Pension Practices

We do not provide our executives with significant post-employment retirement or pension benefits. We sponsor a retirement plan with a 401(k) component for all of our crewmembers.

Environmental, Sustainability and Corporate Social Responsibility Practices

Our sustainability strategy focuses on safeguarding JetBlue’s ability to grow and profit through smart natural-resource planning and long-term consideration of our business impact. We are achieving this by focusing our sustainability programs on change management, stakeholder engagement and risk mitigation. This includes waste stream reduction in airports and on airplanes, greenhouse gas measuring and offsetting and biofuels research. Our Social Responsibility programs include a seasonal farm at T5, our terminal at John F. Kennedy International Airport, planting trees to improve air quality in our hometown communities and hosting reading programs in the cities we fly to. We engage in a variety of community initiatives involving business partners and crewmembers including, for example, building playgrounds, making and donating quilts to children in hospitals and donating books to the communities in which we live and work. We issue annual Global Reporting Initiative (GRI4) compliant Responsibility Reports, all of which are publically available for comment. More information on these efforts is available athttp://www.jetblue.com/green.

Corporate Governance Guidelines

We have adopted governance guidelines to help us maintain the vitality of our Board, including areas relating to Board and committee composition, annual meeting attendance, stockholder communication with the Board, qualifications and the director candidate selection process including our policy on consideration of candidates recommended by stockholders and our Code of Business Conduct and our values—Safety, Caring, Integrity, Passion and Fun. The Corporate Governance Guidelines cover a number of other matters, including the Board’s role in overseeing executive compensation, compensation and expenses for non-management directors, communications between stockholders and directors, Board committee structures and assignments and review and approval of related person transactions. These guidelines are available athttp://investor.jetblue.com.

Code of Business Conduct

We are committed to operating our business with high levels of accountability, integrity and responsibility. Our Code of Business Conduct, or the Code, governs our affairs and is a means by which we commit ourselves to conduct our business in an honest and ethical manner. The Code governs theindependent members of our Board. The Board of Directors, our crewmembersexpects to continue to evaluate its leadership structure on an ongoing basis and third parties that representmay make changes as appropriate to leadership for JetBlue and includes provisions relating to how we strive to deal with each other, our business partners, our investors and the public. The Code provides for granting of a waiver of the Code if approved. Any waiver that is granted, and the basis for granting the waiver, will be publicly communicated as appropriate, including by posting on our website, as soon as practicable. We granted no waivers under our Code of Business Conduct in 2015. The Code is available athttp://investor.jetblue.com. We intend to post any amendments and any waivers of our Code of Business Conduct on our website within four business days of such amendment or waiver.its future needs.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    14

Stockholder Communications with the Board of DirectorsComposition

Stockholders may communicate with ourEnsuring the Board is composed of Directors by sending correspondence todirectors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience and backgrounds, and effectively represent the JetBluelong-term interests of stockholders, is a top priority of the Board of Directors, c/o Corporate Secretary, JetBlue Airways Corporation, 27-01 Queens Plaza North, Long Island City, New York 11101.and the Governance and Nominating Committee. The name of any specific intended director should be noted inBoard and 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 Corporate Governance and Nominating Committee approved procedures with respectbelieve 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 receipt, reviewBoard the slate of director nominees for election at the Annual Meeting of Stockholders, the Governance and processingNominating Committee strives to maintain an appropriate balance of diversity, skills, and any response to, written communications sent by stockholders and other interested persons to our Board of Directors, as set forth in our Corporate Governance Guidelines.tenure on the Board.

Any interested party,BOARD SKILLS AND EXPERIENCE MATRIX

BOARD MEMBER SKILLS AND EXPERIENCES

The skills and experience categories reflect self-identification by the directors. Information in this chart is presented as of March 2022.

BOARD DIVERSITY

The gender and race/ethnicity categories reflect self-identification by the director-nominees standing for election at the 2022 annual meeting, as of March 21, 2022.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    15

Board Structure: Committees

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

The Compensation Committee believes that Pay Governance has been independent during its engagement as a consultant to the Compensation Committee.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    16

Responsibilities

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    17

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    18

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 employee, may make confidential, anonymous submissions regarding questionable accounting or auditing matters or internal accounting controls and may communicate directly withof its subsidiaries. In addition, during the Chairmanlast fiscal year, no executive officer of the Company served as a member of the Board by letteror the compensation committee of any other entity that has one or more executive officers serving on our 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 above address, marked forBoard’s oversight role is a transparent and active dialogue between the attentionBoard 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 Chairman. Any written communicationBoard’s primary responsibilities is overseeing leadership’s establishment and execution of the Company’s strategy. As JetBlue looks 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 accounting, internal accounting controls or other financial matters are processedbusiness 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 accordance with procedures adopted by the Audit Committee.their areas of focus.

Board Oversight of Risk

Our Board of Directors oversees the management of risksrisk inherent in the operation of the Company’s businesses and the implementation of its strategic plan. The Board performs this oversight roleplan by relying on several different levels of review.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    19

In connection with its reviews of the operations of the Company’s business and corporate functions, the Board addresses the primary risks associated with those unitsbusiness and corporate functions. In addition,The Board also reviews certain entity level type risks, including cybersecurity and diversity, equity and inclusion, 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 reviewsreceives regular reports from Company leadership, including updates on the risks associated with the Company’s strategic plan at an annual strategic planning sessioninternal and periodically throughout the year as part of its consideration of the strategic direction of the Company. external cybersecurity threat landscape, incident response, assessment and training activities, and relevant legislative, regulatory, and technical developments.

Each of the Board’s committees also 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 management,leadership, as well as the ability to engage advisors. 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 ESG Matters — Governance — Board ESG Areas of Risk Oversight”) 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 interim updates of thoseregulatory, 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 personnel assist managementteam 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, the head of Corporate Audit, as it deems appropriate, and may meet with the Company’s General Counsel.other members of leadership. The Audit Committee provides reports to the Board which describe these activities and related conclusions. The Audit Committee periodically reports

Leadership reviews the compensation practices and programs annually to determine if they present a risk to materially adversely affect the Company and presents the review annually to the BoardCompensation Committee. We believe that for the resultssubstantial majority of our crewmembers, the risk management programincentive for risk-taking is low, because their compensation consists largely of fixed cash salary and activitiesa cash bonus that has a capped payout. Furthermore, the majority of management’s risk committee.these crewmembers do not have the authority to take action on our behalf that could expose us to significant business risks.

As part of its oversight of the Company’s executive compensation program,Compensation Risk Analysis

In early 2022, the Compensation Committee considersreviewed the impact2021 cash and equity incentive programs for senior leaders and concluded that certain aspects of the Company’s executive compensation program, and the incentives created by the compensation awards that it administers, on the Company’s risk profile. Our management, with the Compensation Committee, reviews our compensation policies and procedures, including incentives that may create and factors that mayprograms reduce the likelihood of excessive risk taking,taking. These aspects include (i) the use of long-term equity awards to determine whether suchcreate 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 factors present a significant risk(iv) vesting the Compensation Committee with authority to exercise discretion to reduce payouts under our annual cash incentive awards program. In addition, in 2021, the Company.Company received federal pandemic support in the form of monies under the CARES Act, the Consolidated Appropriations Act and the American Rescue Plan, which restricted officer compensation.

Related Party Transaction PolicyFor 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.

We have established written policies and procedures that require 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 interest (other than solely as a result of being a director or a less than 10 percent 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 percent 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 policies and procedures further provide that only disinterested directors are entitled to vote on any Interested Transaction presented for Audit Committee approval.JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    20

Transactions with Related Persons Since the Beginning of Fiscal Year 2015Stockholder 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 Companyholding requirements for non-employee directors may be satisfied by holding common stock, vested and its subsidiaries have transactionsunvested RSUs and vested and unvested DSUs. As of December 2021, all of our non-employee directors met or exceeded our stock ownership guidelines, or were within the requisite time period since first becoming a director to acquire the applicable level of ownership, in accordance with our policy.

For 2021, our leaders had the following holding requirements: 6x base salary for our CEO and 2x base salary for our senior leaders. 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 2021, 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. Our compensation restrictions related to our U.S. government support arising under the COVID-19 pandemic (see – Government Support: The CARES Act, the Consolidated Appropriations Act and the American Rescue Plan),may affect our NEOs’ compliance with the policy in the ordinary course of business with other corporations of which the Company’sfuture. We anticipate periodically reviewing, and may revise our director and executive officers or directors or members of their immediate families are directors, executive officers, or stockholders. Except as described below, during 2015, there were no actual or proposed transactionsstock ownership guidelines from time to be disclosed in which we were a participant and the amount involved exceeded $120,000 and in which any related person, including our executives and directors, had or will have a direct or indirect material interest.time.

PriorCompensation Clawback

Our Board adopted a policy, often referred to March 27, 2015, Deutsche Lufthansa AGas a clawback policy, which requires reimbursement of all or a portion of any bonus, incentive payment, or equity-based award granted to or received by any executive officer and certain other officers after January 1, 2010 where: (a) the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a significant stockholder of JetBlue’s common stock. Each of Mr. Jens Bischof, an officer of Deutsche Lufthansa AG,restatement, (b) in the Board’s view the executive engaged in willful misconduct that caused or partially caused the need for the restatement, and Mr. Thomas Winkelmann, CEO of Germanwings,(c) a Lufthansa subsidiary, were memberslower payment would have been made to the executive based upon the restated financial results.

Hedging and Pledging Practices

Our Insider Trading Policy prohibits hedging and pledging of our Board of Directors designatedsecurities by Deutsche Lufthansa AG.all JetBlue insiders.

We Have Advanced Stockholder Rights

Majority Voting in Uncontested Director Elections

In 2015, Deutsche Lufthansa AG tendered and ultimately exchanged its €234 million convertible notes, which were secured by JetBlue common stock. The exchange was completedan uncontested election, directors are elected by the endmajority 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 first quarter 2015. Following the tendercertification of the notes and exchange of substantially all of the common stock, Deutsche Lufthansa AG is no longer deemed a “Related Person”.election results.

As previously reported, the Company receives nacelle maintenance services from Lufthansa Technik AG, a wholly owned subsidiary of Deutsche Lufthansa AG. We recorded approximately $7 million for the services, which were provided on an “as needed” basis in 2015.Annual Elections

The Company contracted to receive heavy maintenance services from Lufthansa Technik AG,All directors are elected annually. JetBlue does not have a wholly owned subsidiary of Deutsche Lufthansa AG. We recorded approximately $1 million for the services in 2015.classified board.

In 2015, the Company executed an agreement with Oakfield Farms, a partially owned subsidiary of Deutsche Lufthansa AG, for the provision of on board boxes. We recorded approximately $2 million for such services in 2015.JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    21

The Company contracted with Hawker Pacific, a subsidiary of Lufthansa Technik AG, to perform maintenance on E190 landing gear. We recorded approximately $6 million for the services in 2015.

As previously reported, the Company receives provisioning services from LSG SkyChefs, a subsidiary of Deutsche Lufthansa AG, in certain of our BlueCities. We recorded approximately $14 million for such services in 2015.

As previously reported, we have a contract with LH CityLine, a subsidiary of Deutsche Lufthansa AG, by which we provide simulator training. The agreement is structured for use of simulator services on an as needed basis. For 2015, no services were performed under this contract.

As previously reported, Lufthansa Technik AG, a wholly owned subsidiary of Deutsche Lufthansa AG began providing us with repair services of line replaceable units. There are no minimum commitments under this arrangement. In 2015, we expensed approximately $18 million.

The Audit Committee approved each arrangement described above as required by our related party transaction policy.

BOARD MEETINGS AND BOARD COMMITTEE INFORMATIONProxy 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 20% ownership in our Company’s common stock have the right to request the Company call a special meeting.

The businessright of JetBluestockholders to request that the Company call special meetings is managed underalso subject to the direction ofnotice, information and other requirements and limitations set forth in our Board of Directors. It has responsibility for establishing broad corporate policies, counselingBylaws. If a requesting stockholder does not comply with the requirements and providing direction to our managementconditions provided in the long-term interestsBylaws, 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 considered by stockholders imminently at an upcoming meeting of the Company, our stockholders will not be permitted. The requirements described above are important to, among other things, avoid duplicative and for our overall performance. It is not, however, involved in our operating details on a day-to-day basis. The Board is kept advised of our business through regular reports and analyses and discussions with our Chief Executive Officer and other officers.unnecessary special meetings regarding matters recently considered by stockholders or that stockholders will imminently consider at an upcoming stockholder meeting.

Independent DirectorsRight to Act by Written Consent

Our Boardstockholders who hold at least 25% of Directors currently has eleven members: Jens Bischof, Peter Boneparth, David Checketts, Virginia Gambale, Stephan Gemkow, Robin Hayes, Ellen Jewett, Stanley McChrystal, Joel Peterson, Frank Sica and Thomas Winkelmann. The size of our Board will be reduced to ten members effective at the conclusion of our 2016 annual meeting. Mr. David Barger, who resigned as a director effective February 15, 2015, was the only director who served on our Board during 2015, other than Mr. Hayes, determined not to be independent.

In connection with the annual meeting and the election of directors, our Board of Directors reviewed the independence of each director-nominee under the standards set forth in the NASDAQ listing standards. The NASDAQ definition of independent director includes a series of objective tests. Specifically, a director is deemed independent under the NASDAQ rules if such director is not an executive officer or employee of the Company or any other individual having a relationship which, in the opinionoutstanding shares of the Company’s stock may request that the Board would interfereset 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 exerciseapplicable information and representations currently required of independent judgmentany Company stockholder seeking to bring a nomination or other business before a meeting of stockholders pursuant to the advance notice provisions contained in carrying out the responsibilities of a director. Generally, the following persons are not considered independent:Company’s Bylaws.

Director Onboarding and Education

Directors Receive Robust Orientation and Continuing Education Resources

In making these determinations, the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities as they may relate to JetBlue and our management. Our full Board affirmatively determined that each of Peter Boneparth, David Checketts, Virginia Gambale, Stephan Gemkow, Ellen Jewett, Stanley McChrystal, Joel Peterson, Frank Sica and Thomas Winkelmann are independent. With respect to Ms. Gambale, Mr. Checketts and Mr. Gemkow, the Board considered all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member. Further, with respect to Mr. Boneparth, Ms. Gambale and Ms. Jewett, the Board considered the additional requirements of NASDAQ and the SEC specifically relevant to whether a director is independent for purposes of serving on the Audit Committee. Based upon the Board’s review, each of our Audit Committee, Compensation Committee, and Corporate Governance and Nominating Committee of the Board are comprised of directors who have been determined to be independent under the applicable NASDAQ listing standards and applicable rules and regulations of the SEC. Mr. Hayes is not independent as defined.JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    22

Board Structure and Meetings

Our Board of Directors conducts its business through meetings of the Board and through activities of its committees. The Board of Directors and its committees meet throughout the year on a set schedule and also hold special meetings and act by written consent from time to time as appropriate. Board agendas include regularly scheduled executive sessions of the non-management directors to meet without the presence of management, which are presided over by our Chairman of the Board, who is currently Joel Peterson. Our Board of Directors currently has an Audit Committee, a Compensation Committee, a Corporate Governance and Nominating Committee and an Airline Safety Committee. The Board has delegated various responsibilities and authority to different committees of the Board. From time to time, the Board of Directors appoints ad hoc committees to oversee special projects for the Board. Committees regularly report on their activities and actions to the full Board of Directors. Members of the Board have access to all of our crewmembers outside of Board meetings. The Board of Directors held a total of six meetings during 2015. 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 2015. The Company has a policy encouraging at least a majority of our directors to attend each annual meeting of stockholders. All of the members of our Board of Directors attended our 2015 annual meeting of stockholders held on May 21, 2015.

COMMITTEE MEMBERSHIP AS OF MARCH 2016Evaluation Components – Board, Committees, Directors

Under the leadership of the committee Chair, the Governance and Nominating Committee oversees the Board’s annual 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.

In 2021, to continue to enhance its processes, the Board performed a robust self-evaluation, involving individual interviews and feedback provided to the General Counsel. The General Counsel provided the Board with themes and areas of opportunity for the Board to discuss 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 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 ensure our Board has 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 Nasdaq 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.

Audit CommitteeHow to Communicate with Our Board

On behalfStockholders 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 Chair of the Board by letter to the above address, marked for the attention of Directors, the Audit Committee oversees (i) the integrity of our financial statements, (ii) the appointment, compensation, qualifications, independence and performance of our independent registered publicChair. Any written communication regarding accounting, firm, (iii) compliance with ethics policies and legal and regulatory requirements, (iv) the performance of our internal audit function and (v) our financial reporting process and systems of internal accounting andcontrols or other financial controls. The Audit Committee is also responsible for determining whether to approve any related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K. The responsibilities and activities of the Audit Committeematters are further describedprocessed in “Report of the Audit Committee” and the Audit Committee charter. The Audit Committee operates under a written charter, which wasaccordance with procedures adopted by the Board of Directors and is available on our website athttp://investor.jetblue.com.Audit Committee.

The current members of the Audit Committee are Peter Boneparth (Chair), Virginia Gambale and Ellen Jewett, each of whom is an independent director within the meaning of the applicable rules and regulations of the SEC and NASDAQ. The Board has determined that each member of the Audit Committee is financially literate within the meaning of the NASDAQ listing standards. In addition, the Board of Directors determined that Mr. Boneparth is an “audit committee financial expert” as defined under applicable SEC rules. The Audit Committee meets a minimum of four times a year, and holds such additional meetings as it deems necessary to perform its responsibilities. The Audit Committee met ten times during fiscal year 2015. A report of the Audit Committee is set forth elsewhere in this proxy statement.JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    23

Compensation Committee

The Compensation Committee determines our compensation policies and the level and forms of compensation provided to our Board members and executive officers, as discussed more fully under “Compensation Discussion and Analysis” beginning on page 25 of this proxy statement. In addition, the Compensation Committee reviews and approves stock-based compensation for our directors, officers and employees, and oversees the administration of our Amended and Restated 2011 Incentive Compensation Plan (the ���2011 Incentive Compensation Plan”) and our Amended and Restated 2011 Crewmember Stock Purchase Plan (the “2011 Crewmember Stock Purchase Plan”). Additionally, the Compensation Committee approves the “Compensation Discussion and Analysis” with respect to compensation of the Company’s executive officers in accordance with applicable rules of the SEC and provides a report in the Company’s annual proxy statement indicating that the Committee recommends to the Board of Directors that the “Compensation Discussion and Analysis” be included in the Company’s annual proxy statement and annual report on Form 10-K. The Compensation Committee is authorized to retain and terminate compensation consultants, legal counsel or other advisors to the 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 Committee. The charter of the Compensation Committee is available on our website athttp://investor.jetblue.com. The current members of the Compensation Committee are David Checketts, Virginia Gambale (chair), and Stephan Gemkow, each of whom is an independent director within the meaning of the applicable NASDAQ rules, including the enhanced independence requirements applicable to members of compensation committees. The Compensation Committee meets a minimum of four times a year, and holds such additional meetings as it deems necessary to perform its responsibilities. The Compensation Committee met seven times during fiscal year 2015. A report of the Compensation Committee is set forth elsewhere in this proxy statement.

THE BOARD OF DIRECTORS

Corporate Governance and Nominating Committee

Director Nominee Selection Process

The Corporate Governance and Nominating Committee is responsible for developing our corporate governance policies and procedures, and for recommending those policies and procedures to the Board a slate of director nominees for adoption. This Committee also is responsible for making recommendations to the Board regarding the size, structure and functionselection at each annual meeting of the Board and its committees.stockholders. The Corporate Governance and Nominating Committee identifies and recommends new director nominees in accordance with selection criteria established by the Board.considers a wide range of factors when assessing potential nominees. This Committee also is responsible for conducting the annual evaluationassessment includes a review of the performancepotential 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 its committeesbased on the Company’s short and each director, ensuring that the Audit, Compensation,longer term strategy. The Board considers diversity of viewpoints, background, race, gender, LGBTQ+ status, ethnicity, experience, accomplishments, education and Corporate Governance and Nominating Committees of the Board and all other Board committees are comprised of qualified directors, developing and recommending a succession plan for the Chief Executive Officer, and developing and recommending corporate governance policies and procedures appropriate to the Company.skills when evaluating nominees. The charter of the Corporate Governance and Nominating Committee is availableformally engaged an external search firm to assist in identifying potential nominees 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 our website athttp://investor.jetblue.com. The current members of the CorporateBoard, as described above. Further, the Governance and Nominating Committee are Stanley McChrystal, Joel Peterson (Chair)assesses how each potential nominee would impact the skills, experience, culture and Frank Sica, eachdiversity represented on the Board as a whole in the context of whom is an independent director within the meaning of applicable NASDAQ rules. The Corporate GovernanceBoard’s overall composition and Nominating Committee meets a minimum of four times a year,the Company’s current and holds such additional meetings as it deems necessary to perform its responsibilities. The Corporate Governance and Nominating Committee met five times during fiscal year 2015.future needs.

Airline Safety Committee

The Airline Safety Committee is responsible for monitoring and review of our flight operations and safety management system and reports to the Board of Directors on such topics. The charter of the Airline Safety Committee is available on our website athttp://investor.jetblue.com. The current members of the Airline Safety Committee are Robin Hayes, Stanley McChrystal (Chair) and Thomas Winkelmann. The Airline Safety Committee meets a minimum of four times a year, and holds such additional meetings as it deems necessary to perform its responsibilities. The Airline Safety Committee met four times during fiscal year 2015.

Board Candidate Nomination Process

In evaluating and determining whether to nominate a candidate for a position on our Board, the Corporate Governance and Nominating Committee considers, among other criteria, integrity and values, relevant experience, diversity, and commitment to enhancing stockholder value. Candidates may come to the attention of the Corporate Governance and Nominating Committee through recommendations from a search firm, current Board members, stockholders, officers, crewmembers or other recommendations.stakeholders. The committee reviews all candidates inCommittee applies the same mannercriteria in reviewing all candidates regardless of the source of the recommendation.

Stockholder-Nominated Director Candidates

The Corporate GovernanceBoard adopted revisions to our Bylaws, putting into place balanced and Nominating Committee will consider stockholder recommendationsmarket-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 candidates when the recommendationsmisuse or abuse by stockholders with special interests that are properly submitted in accordance with the provisionsnot shared by all or a significant percentage of our Bylaws. Astockholders. Our proxy access provisions permit a stockholder, who wishesor a group of up to recommend a prospective nominee for our Board should notify20 stockholders, owning continuously 3% or more of the Company’s Corporate Secretary in writingoutstanding common stock for at JetBlue Airways Corporation, 27-01 Queens Plaza North, Long Island City, New York 11101. The notice must set forth certain information specifiedleast three years to nominate and include in the Bylaws about the stockholder and the proposed action. The sizeCompany’s proxy materials for an annual meeting of our Board is currently set at eleven members but will be reducedstockholders up to ten members following the annual meeting. Directors are authorized to fill any vacancy on the Board.

Compensation Committee Interlocks and Insider Participation

None of the current members of our Compensation Committee (whose names appear under “— Report of the Compensation Committee”) is, or has ever been, an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, no executive officer of the Company served as a member 20%of the Board of Directors or(or if such amount is not a whole number, the compensation committee of any other entity that has one or more executive officers serving onclosest 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 Board or our Compensation Committee.Bylaws.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    24

DIRECTOR COMPENSATIONBoard 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
	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.

In 2021, Nasdaq and the SEC issued a rule requiring disclosure of diversity of board members. Under the new rule, most Nasdaq-listed companies must have at least two diverse members of the board by the later of: (i) August 6, 2025; and (ii) the date of the filing of the proxy materials for the annual stockholders’ meeting held in 2025. We currently meet this threshold (see –Board Composition). While the Board does not have a specific diversity policy, it considers diversity of viewpoints, background, race, gender, ethnicity, LGBTQ+status, experience, accomplishments, education and skills when identifying and evaluating nominees. 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. When recommending director nominees for election by stockholders, the Board and its 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 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. Periodically, the Governance and Nominating Committee reviews the Company’s short- and long-term business plans to gauge what additional current and future skills and experience should be represented on the Company’s Board. The Governance and Nominating Committee seeks to use the results of the assessment process as it identifies and recruits potential director candidates.

Director compensationIndependence

Having an independent Board is evaluateda 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. Our Board has adopted director independence guidelines to assist in determining each director’s independence. These guidelines are available on the investor relations page of our website, 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 bythat Mses. Jewett, McClure and Robb O’Hagan and Messrs. Baldanza, Boneparth, Ford, Leduc, Sharma and Winkelmann meet the Compensation Committeestandards 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. Robin Hayes, our CEO, is our only director who is not deemed to be independent.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    25

Director Attendance

The Board held a total of 10 meetings during 2021. 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 2021. The Company has a policy encouraging all directors to attend each annual meeting of stockholders. All members of our Board attended our 2021 annual meeting of Directors. stockholders held on May 13, 2021.

2022 Director Nominees

There are currently ten members of our Board and, assuming the election of all nominees, immediately following the 2022 annual meeting the size of our Board will continue to be set at ten directors.

At the 2022 annual meeting, ten directors are to be elected to hold office until the 2023 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 2021 annual meeting. Based on the recommendation of the Governance and Nominating Committee, the Board has nominated each of B. Ben Baldanza, Peter Boneparth, Monte Ford, Robin Hayes, Ellen Jewett, Robert Leduc, Teri McClure, 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 2023 annual meeting of stockholders and until such time as their respective successors have been duly elected and qualified or until his or her earlier 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 2022 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 2022 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.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    26

MANAGEMENT PROPOSAL 1

TO ELECT DIRECTORS

What are you voting on? ■ Stockholders are being asked to elect ten (10) 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 ten (10) director nominees possess 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 2021 annual meeting.

YOUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    27

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    28

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    29

TERI MCCLURE Age 58 Director since: 2019 INDEPENDENT JETBLUE BOARD COMMITTEES*: ■ Compensation (Chair) ■ ESG ■ Governance & Nominating

EXPERIENCE: Current Role: ■ Former Chief Human Resources Officer of United Parcel Service. Current Public Company Board: ■  JetBlue Airways Corporation ■  Fluor Corporation ■  GMS, Inc. ■  Lennar Corp. Prior Business and Other Experience: ■ 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.

Key Qualifications: ■ As a Chief Human Resources Officer and General Counsel as well as an aviation executive with nearly 25 years of experience, Ms. McClure’s qualifications and experience include legal acumen, talent management, labor issues, aviation management, risk management oversight and international business experience.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    30

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

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    31

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.

COMPENSATION STRUCTURE FOR DIRECTORS FOR 2021
Annual base retainer (all non-employee directors)		$	80,000
Annual equity award(1)		$	125,000
Independent Board Chair supplemental fee		$	50,000
Annual Audit Committee Chair supplemental fee		$	20,000
Annual Compensation Committee Chair supplemental fee		$	15,000
Annual G&N Committee Chair supplemental fee		$	10,000
Annual Airline Safety Committee Chair supplemental fee		$	10,000
Annual Finance Committee Chair supplemental fee		$	10,000
Annual Committee membership fees:
Audit		$	15,000
Compensation, G&N, Airline Safety and Finance		$	10,000
New directors DSU grant(2)		$	35,000

(1)	Directors annually elect DSUs or RSUs, each of which vest after one year of service. DSU settlement is deferred until a director’s separation from the Board.
(2)	New director stock unit grants vest ratably over three years of service. Settlement is deferred until a director’s separation from the Board.

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 crewmember director, for expenses incurred in attending meetings. We do not provide gross-up payments to members of our Board.

In 2021, Mr. Leduc donated $5,585, 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.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    32

Back to Contents

Fiscal Year 2021 Director Compensation

The following table summarizes compensation paid to our non-employee directors for services rendered during the fiscal year ended December 31, 2015.2021. The footnotes to the table and narrative discussion followingpreceding the table describe details of each form of compensation paid to, or earned by, our directors and other material factors relating to the director compensation arrangements.

 

Name	Fees Earned or Paid in Cash	Stock Awards	Options	Total
(a)	($) (b)	($)(1)(c)	($)(2)(d)	($) (h)
Robin Hayes(3)	-	-		-
David Barger(3)	-	-	-	-
Jens Bischof	56,250	59,999	-	116,249
Peter Boneparth	85,000	59,999	-	144,999
David Checketts	59,500	59,999	-	119,499
Virginia Gambale	78,500	59,999	-	138,499
Stephan Gemkow	61,000	59,999	-	120,999
Ellen Jewett	65,000	59,999	-	124,999
Stanley McChrystal	70,000	59,999	-	129,999
Joel Peterson	90,000	59,999	-	149,999
Ann Rhoades(4)	35,500	59,999	-	95,499
Frank Sica	60,000	59,999	-	119,999
Thomas Winkelmann	58,750	59,999	-	118,749

		Fees Earned or Paid in Cash ($)				Stock Awards ($)		(1)		All Other Compensation ($)		(2)		Total ($)
Robin Hayes(3)		–				–				–				–
Ben Baldanza			135,000				124,984				1,726				261,710
Peter Boneparth			166,667				124,984				14,524				306,175
Monte Ford(4)			95,000				159,972				2,169				257,141
Virginia Gambale(5)			50,000				124,984				492				175,476
Ellen Jewett			125,000				124,984				3,520				253,504
Robert Leduc			111,667				124,984				–				236,651
Teri McClure			110,000				124,984				–				234,984
Sarah Robb O’Hagan			90,000				124,984				5,198				220,182
Vivek Sharma			95,000				124,984				1,474				221,458
Thomas Winkelmann			120,000				124,984				6,190				251,174

(1)	Includes 3,5656,530 deferred stock units or restricted stock units granted on February 13, 201525, 2021 to the then-sitting directors. Includes 1,828 new director deferred stock units also granted on February 25, 2021 to Mr. Ford. At December 31, 2015, 47,9692021, 22,764 deferred stock units remained outstanding for each of Ms. Gambale,Robb O’Hagan and Messrs. Checketts, Gemkow, Peterson,Mr. Baldanza, 17,151 for each of Mr. Boneparth, Mr. Winkelmann and Sica, 40,969Ms. Jewett, 15,425 for Ms. McClure, 15,228 for Mr. Boneparth, 34,437Sharma, 8,358 for Mr. Bischof, 34,319Ford and 3,086 for Gen. McChrystal, 29,067Mr. Leduc. Mr. Monte Ford joined the Board in January 2021 and received a grant of 1,828 new director deferred stock units. At December 31, 2021, 6,530 restricted stock units remained outstanding for Ms. Jewett, and 16,083 for Mr.Messrs. Boneparth, Leduc and Winkelmann. Ms. Rhoades retired from the Board of Directors in May 2015. Her vested DSUs were settled in November 2015. Accordingly, as of December 31, 2015, Ms. Rhoades did not have deferred stock units outstanding. The amount represented reflects the grant date fair value of the deferred common stock unitsequity award based on JetBlue’s stock price on the grant date as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation — Stock Compensation (“FASB ASC Topic 718”). Please refer to Note 7 of our consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2015,2021, as filed with the SEC, for further discussion related to the assumptions used in our valuation. For information on the valuation assumptions with respect to grants made prior to 2015,2021, please refer to the notes to our financial statements in our applicable Annual Report on Form 10-K.
(2)	The Company granted no stock options in 2015. AsConsists of December 31, 2015, 27,000 options remained outstandingthe value of flight benefits for each of Messrs. Peterson and Checketts.the listed directors.
(3)	Mr. Hayes and Mr. Barger were employees ofwas employed by the Company in 2015. Mr. Barger retired in February 2015, and Mr. Hayes became a member of the Board of Directors in February 2015. They2021. He did not receive any additional compensation for theirhis director service to the Company. Mr. Hayes and Mr. Barger’sHayes’ compensation is reported in the Summary Compensation Table on page 3951 of this proxy statement.
(4)	Mr. Ford joined the Board on January 19, 2021.
(5)	Ms. RhoadesGambale served on our Board until May 21, 2015.13, 2021. As a result and in accordance with the terms of the DSURSU award agreement, her 2015 grant2021 award of deferredrestricted stock units was forfeited upon her retirementdeparture from the board.Board.

 

In 2015, our director compensation package was composed of an annual retainer fee of $55,000 (paid quarterly) and a committee retainer, with Audit Committee members being paid $10,000 per year for committee membership, Compensation Committee members being paid $6,000 per year for committee membership, and Corporate Governance and Nominating Committee and Airline Safety Committee members each being paid $5,000 per year for committee membership. Committee chairs were paid the following annual retainers: Audit Committee: $30,000; Compensation Committee: $16,000; Corporate Governance and Nominating Committee: $10,000; and Airline Safety Committee: $10,000. The chairman of the Board is paid $25,000 per year. Board members also received an annual equity grant of $60,000 in deferred stock units, or DSUs, with a one-year vesting schedule. New directors were awarded $35,000 in DSUs with 3-year ratable vesting, made at the time a director joins Board. The intended cash-to-equity allocation of this package is 50% to 50%, with the objective of paying total annual compensation in the range of approximately $125,000 to $130,000 per Board member to each director who is not a committee chair, assuming attendance at all meetings of the Board and the standing committees on which the director serves.JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    33

In 2015, the Compensation Committee engaged Pay Governance LLC (“Pay Governance”), a compensation consulting firm, as its independent compensation advisor. At the Compensation Committee’s request, Pay Governance reviewed our director compensation program and recommended certain changes for the fiscal year 2016, including a recommendation to increase the amount of compensation our directors receive in the form of equity in order to ensure alignment with stockholder interests. Following Pay Governance’s recommendations, for the fiscal year 2016, our Board Compensation package consists of an annual retainer fee of $65,000 (paid quarterly). Fees beyond the annual retainer for both committee membership and Chair duties are described as “supplemental fees.” The Board chair’s supplemental fee is $50,000. Committee chairs are paid the following in supplemental fees: Audit Committee: $20,000; Compensation Committee: $10,000; Corporate Governance and Nominating Committee: $5,000; and Airline Safety Committee: $5,000. Committee membership fees were revised for 2016 as follows: Audit Committee members receive a supplemental fee of $15,000 per year, Compensation Committee members receive a supplemental fee of $10,000 per year, Corporate Governance and Nominating Committee members receive a supplemental fee of $10,000 per year and Airline Safety Committee members receive a supplemental fee of $10,000 per year.

Following the recommendation to increase in the amount of compensation our directors receive in the form of equity, the Compensation Committee raised the annual equity grant starting in 2016 to $100,000 in DSUs, with a one-year vesting schedule and a “hold until retirement” feature. No change was made to the initial equity grant for new directors, which is $35,000 in DSUs with a three-year ratable vesting. Given the retainer and supplemental fees described above, the intended cash-to-equity allocation of the revised package is 35% to 65%, with the objective of paying annual compensation of $165,000 per Board member to each director who is not on a committee.

Our Board expects to review director compensation periodically, to ensure that the director compensation package remains competitive such that we are able to recruit and retain qualified directors. Our non-employee directors receive flight benefits and reimbursement of expenses, as set forth below. As is customary in the airline industry, all members of the Board of Directors and their immediate family may travel without charge on our flights.

In 2015, Mr. Peterson donated his Board cash compensation and Mr. Sica donated $4,000 of the cash portion of his Board compensation to the JetBlue Crewmember Crisis Fund, a non-profit organization that assists JetBlue crewmembers facing emergency hardship situations.

We reimburse our directors, including our full-time crewmember directors, for expenses incurred in attending meetings. In 2015, no directors (including their family members) received $10,000 or more in aggregate perquisites or other personal benefits (including the incremental cost of flight benefits). We do not provide tax gross-up payments to members of our Board of Directors.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSCertain Relationships and Related 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.

Joanna Geraghty, the Company’s President and Chief Operating Officer, is married to a partner in the law firm of Holland & Knight LLP (HK). The Company has used multiple lawyers at HK, including on occasion Ms. Geraghty’s husband, to perform various legal services for many years, and which period significantly predates Ms. Geraghty’s joining the Company in February 2005. In 2021, Ms. Geraghty’s spouse did not have a material interest in HK’s relationship with the Company as he was no longer involved in providing or supervising services that HK performs for the Company, he does not receive any direct compensation from the fees the Company pays to HK, and those fees in the last fiscal year were less than .18 percent of HK’s annual revenues. Under the Company’s related person transactions policy, the Audit Committee of the Company’s Board of Directors reviewed the Company’s relationship with HK. The Company has guidelines that require the Company’s General Counsel to review and pre-approve any future engagement of HK for legal services. The Company elected to voluntarily disclose its relationship with HK in this annual proxy statement.

Transactions with Related Persons since the Beginning of Fiscal Year 2021

 

The following table sets forth certain information known toCompany and its subsidiaries periodically enter into transactions in the Company regardingordinary course of business with other corporations of which the beneficial ownership of its common stock as of March 21, 2016, by (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of its common stock, (ii) each of our directors and nominees, (iii) each of our namedCompany’s executive officers and (iv) allor directors or members of ourtheir immediate families may be directors, executive officers, and directors serving as of March 21, 2016, as a group. We have one class of voting securities outstanding which is entitled to one vote per share, subject to the limitations on voting by non-U.S. citizens described below under “Additional Information.” All share and option amounts and share prices and option exercise prices contained in this proxy statement have been adjustedor stockholders. There are no reportable transactions with related persons for our December 2002, November 2003 and December 2005 three-for-two stock splits.2021.

 

		Common Stock Beneficially
		Owned and Shares
		Individuals Have the Right				Percentage
Executive Officers and Directors Name of Beneficial Owner		to Acquire within 60 Days(1)		Total(2)		of Class
Robin Hayes		400,893		603,216		*
Mark Powers		241,908		346,758		*
James Hnat		82,753		145,794		*
Martin St. George		58,668		96,565		*
Alexander Chatkewitz		1,045		9,364		*
Jens Bischof		-		38,715		*
Peter Boneparth		-		45,247		*
David Checketts		27,000		79,247		*
Virginia Gambale		-		52,247		*
Stephan Gemkow		-		52,247		*
Ellen Jewett		-		33,345		*
Stanley McChrystal		-		38,597		*
Joel Peterson		589,240		641,487		*
Frank Sica		38,644		90,891		*
Thomas Winkelmann		-		20,361		*
All executive officers and directors as a group (15 persons)		1,498,819		2,294,081		0.5%, 0.7%
5% Stockholders Name of Beneficial Owner
BlackRock, Inc.(3)				22,089,915		6.86%
FMR LLC(4)				22,268,790		6.91%
PRIMECAP Management Company(5)				20,107,514		6.24%
The Vanguard Group(6)				23,771,021		7.38%

*	Represents ownership of less than one percent.
(1)	Beneficial ownership is determined in accordance with the rules of the SEC and consists of either or both voting or investment power with respect to securities. Shares of common stock issuable upon the exercise of options or warrants or upon the conversion of convertible securities that are immediately exercisable or convertible or that will become exercisable or convertible within 60 days of March 21, 2016 are deemed beneficially owned by the beneficial owner of such options, warrants or convertible securities and are deemed outstanding for the purpose of computing the percentage of shares beneficially owned by the person holding such instruments, but are not deemed outstanding for the purpose of computing the percentage of any other person. This column lists beneficial ownership of voting securities as calculated under SEC rules. Except as otherwise indicated in the footnotes to this table, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. In accordance with SEC rules, this column also includes shares that may be acquired pursuant to stock options that are exercisable within 60 days of March 21, 2016 as follows: Mr. Checketts (27,000), Mr. Hnat (15,000), Mr. Powers (31,500), and Mr. St. George (38,000). Unless otherwise indicated, the address of each person listed in the table is c/o JetBlue Airways Corporation, 27-01 Queens Plaza North, Long Island City, New York 11101. All executive officers and directors as a group beneficially own, or have the right to acquire within 60 days of March 21, 2016, less than 1% of the outstanding common stock. A total of 322,046,556 shares of common stock were outstanding on March 21, 2016, pursuant to rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
(2)	This column shows the individual’s total JetBlue stock-based holdings, including the voting securities shown in the “Common Stock Beneficially Owned and Shares Individuals Have the Right to Acquire within 60 Days” column (as described in footnote 1), plus non-voting interests including, as appropriate, deferred stock units, performance stock units and restricted stock units which will not vest or become exercisable within 60 days of March 21, 2016. If all of the equity represented in the Total column were to vest (with no equity cancelled or forfeited), all executive officers and directors, as a group, would own 0.7% of the outstanding common stock.

JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    34

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MANAGEMENT PROPOSAL 2

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

(3)	The information reported is based on a Schedule 13G/A, as filed with the SEC on January 26, 2016, in which BlackRock, Inc. reported that it and certain of its subsidiaries had soleWhat am I voting power over 21,115,411 shares and sole dispositive power over 22,089,915 shares. The principal business address of BlackRock, Inc. is 55 East 52 St., New York, NY 10055.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).
	(4)Voting recommendation:
	■	The information reported is based on a Schedule 13G/A, as filed with FOR the SEC on February 12, 2016, by FMR, LLC and Abigail P. Johnson, in which FMR LLC, a parent holding company, reported that it and certain of its subsidiaries and affiliates and other companies had sole voting power over 4,983,842 shares and sole dispositive power over 22,268,790 shares. Through their ownership of voting common shares and the execution of a shareholders’ voting agreement, Abigail P. Johnson and other membersresolution to approve compensation of the Johnson family may be deemed, undernamed executive officers, on an advisory basis. The Compensation Committee takes very seriously its role in the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC., such that Abigail P. Johnson may be deemed to have sole dispositive power of 22,268,790 shares. However, neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the votinggovernance of the shares owned directly byCompany’s compensation programs and values thoughtful input from stockholders. The Compensation Committee will take into account the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. The principal business address of each of FMR LLC is 245 Summer Street, Boston, MA 02210.
(5)	The information reported is based on a Schedule 13G/A, as filed with the SEC on February 12, 2016, in which PRIMECAP Management Company reported that it held sole voting power over 9,889,351 shares and sole dispositive power over 20,107,514 shares. The principal business address of PRIMECAP Management Company is 225 South Lake Ave. #400, Pasadena, CA 91101.
(6)	The information reported is based on a Schedule 13G/A, as filed with the SEC on February 10, 2016, in which The Vanguard Group reported that it held sole voting and shared dispositive power over 208,681 shares and sole dispositive power over 23,562,340 shares. According to the Schedule 13G/A, Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 208,681 shares of common stockoutcome of the Company as a result of its serving as investment manager of collective trust accounts. The principal business address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.advisory vote when considering future executive compensation decisions.

As required by Section 14A of the Securities Exchange Act of 1934, as amended (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.

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.

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.”

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 2023 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.

 

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PROPOSAL 2

TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016

The Audit Committee of the Board has appointed Ernst & Young LLP as the independent registered public accounting firm to audit the Company’s consolidated financial statements and internal control over financial reporting for the fiscal year ending December 31, 2016. Representatives of Ernst & Young LLP will be present at the annual meeting to respond to appropriate questions from stockholders and make a statement if desired.

While the Audit Committee retains Ernst & Young LLP as our independent registered public accounting firm, the Board of Directors is submitting the selection of Ernst & Young LLP to the stockholders for ratification.

Unless contrary instructions are given, shares represented by proxies solicited by the Board will be voted for the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2016. If the selection of Ernst & Young LLP is not ratified by the stockholders, the Audit Committee will reconsider the matter. Even if the selection of Ernst & Young LLP is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change is in our best interests.

Fees to Independent Registered Public Accounting Firm

The following table presents fees for professional services rendered by Ernst & Young LLP for the years ended December 31, 2015 and 2014, respectively, and fees billed for other services rendered by Ernst & Young LLP during those periods.

		2015				2014
Audit fees(1)		$	1,733,850			$	1,598,900
Audit-related fees(2)		$	35,750			$	86,500
Tax fees(3)		$	46,950			$	99,895
TOTAL		$	1,816,550			$	1,785,295

NAMED EXECUTIVE OFFICER COMPENSATION DISCUSSION AND ANALYSIS

(1)TABLE OF CONTENTS	Includes fees related to: (a) the integrated audit of our consolidated financial statements and internal control over financial reporting; (b) the review of the interim consolidated financial statements included in quarterly reports; (c) services that are normally provided by Ernst & Young LLP in connection with statutory and regulatory filings or engagements and attest services, except those not required by statute or regulation; and (d) consultations concerning financial accounting and reporting standards.
(2)EXECUTIVE SUMMARY	Audit-related services principally include fees for audit and attest services that are not required by statute or regulation.36
COMPENSATION PHILOSOPHY AND GOVERNANCE	37
COMPENSATION PROGRAM DESIGN	41
FY 2021 COMPENSATION DECISIONS	43
OTHER COMPENSATION POLICIES AND INFORMATION	48

This Compensation Discussion and Analysis describes our compensation philosophy, policies and plans as well as our compensation-setting process and the 2021 compensation of our named executive officers (“NEOs”). In addition, we explain why we believe that our executive compensation program is in the best interests of JetBlue and you, our stockholders.

Executive Summary

This Compensation Discussion and Analysis provides information about our fiscal year 2021 compensation program for our NEOs identified in the Summary Compensation Table as of December 31, 2021.

(3)ROBIN HAYES Chief Executive Officer		Includes fees for tax services, including tax compliance, tax adviceJOANNA GERAGHTY President and tax planning. Chief Operating Officer		URSULA HURLEY Chief Financial Officer		CAROL CLEMENTS Chief Digital & Technology Officer		BRANDON NELSON General Counsel and Corporate Secretary

Pre-Approval PoliciesNote: Stephen Priest, our CFO until June 2021 and Proceduresa 2021 NEO, departed the Company in June 2021 and is not pictured above.

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.

 

The Audit CommitteeCOVID-19 Pandemic, Federal Relief and the Impact on Leadership Compensation

In March of 2020, the effects of COVID-19 began to be felt in the United States, which had a drastic impact on JetBlue and the global aviation industry. We immediately experienced a significant drop in demand for air travel and a related decline in revenue due to the spread of COVID-19, burgeoning quarantines and lockdowns. In the year-plus since the start of the pandemic, the effects of pent up demand for travel, versus the onset of the Delta and Omicron variants, has adoptedlent to a policy that requires advance approval of all audit, audit-related, taxsee-saw effect on our business and other services performed by our independent registered public accounting firm. This policy provides for pre-approval byrevenues. For the Audit Committee of all audit and permissible non-audit servicescurrent NEOs who were with the Company before the firm is engaged to perform such services. The Audit Committee is authorized from time to time to delegate to oneonset of its members the authority to grant pre-approval of permitted non-audit services, provided that all decisions by that member to pre-approve any such services must be subsequently reported, for informational purposes only,pandemic, their earned compensation was below target due to the full Audit Committee.continuing impact of the pandemic. The Compensation Committee expects that this situation, coupled with CARES Act compensation limitations, creates a challenging compensation and retention environment in the near future for JetBlue.

 

The affirmative vote ofDuring 2021, JetBlue’s crewmembers had gone above and beyond during extraordinary times to continue operating, delivering a majority ofsafe JetBlue Experience and enabling the votes represented at the annual meeting, either in person or by proxy,airline to pivot from a growth mode to a survival mode and entitledback to vote on this proposal, is required to ratify the selection of the independent registered public accounting firm.a growth mode.

 

The Board of Directors recommends that stockholders vote “FOR” ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2016.JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    36

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AUDIT COMMITTEE REPORTWe experienced challenging summer peak travel that stressed our system, particularly our crewmembers, in a difficult labor environment. Correspondingly, our leaders managed through unexpected labor shortages and operational challenges as we moved toward a post-pandemic environment. The CARES Act, the Consolidated Appropriations Act and the American Rescue Plan (collectively, the “Government Support”), as discussed below, provided a lifeline to aviation workers into 2021, remains a restriction in our ability to appropriately compensate our leaders to market levels.

Government Support: The CARES Act, the Consolidated Appropriations Act and the American Rescue Plan

Since the beginning of the pandemic, we have participated in multiple government support programs which have implications for our executive compensation arrangements, including, The Coronavirus Aid, Relief, and Economic Security (“CARES”) Act, the Payroll Support Program 2 as established by the United States Consolidated Appropriations Act, 2021 (the “Payroll Support Program 2”), and the Payroll Support Program 3 as established by the American Rescue Plan Act of 2021 (the “Payroll Support Program 3”) (the CARES Act, Payroll Support Program 2 and the Payroll Support Program 3 are collectively referred to as the “Government Support”). Under these programs, the company received a total of $1,548,985,115 in grants and $535,279,336 in loans.

In accordance with any grants and/or loans received under the Acts, we are required to comply with the relevant provisions of the Acts which, among other things, includes the following: the requirement to use the Payroll Support Payments, the Payroll Support 2 Payments, and the Payroll Support 3 Payments exclusively for the continuation of payment of crewmember wages, salaries and benefits; the requirement that certain levels of commercial air service be maintained until March 1, 2022; the prohibitions on share repurchases and the payment of common stock dividends; and the various restrictions on the payment of certain executive compensation vary depending on the type of support received.

 

The Audit Committeecompensation restrictions under the Government Support programs apply to any officer or employee of JetBlue whose total compensation exceeded $425,000 in 2019, or during a subsequent reference period. Those officers or employees may not receive total compensation until April 2023 thereafter that exceeds, during any 12 consecutive months, the total compensation received by the officer or employee in 2019, or any subsequent reference period. Any officer or employee of JetBlue whose total compensation exceeded $3,000,000 in 2019 may not receive total compensation that exceeds, during any 12 consecutive months of such period, $3,000,000 plus 50% of the JetBlue Board of Directors is comprised of three non-employee directors, each of whom, in the Board’s business judgment, is independent within the meaningexcess over $3,000,000 of the applicable rules and regulations of the SEC and NASDAQ. The Audit Committee operates under a written charter adoptedtotal compensation received by the Board.officer or employee in 2019, or during a subsequent reference period. These limits applied to the compensation of our NEOs starting in 2020 following our receipt of Government Support, and will continue to apply until April 2023. As described more fully in its charter,a result, the Audit Committee oversees on behalfcompensation restrictions have impacted the compensation of the Board of Directors the Company’s accounting, auditingour NEOs to varying degrees, most notably our CFO Ursula Hurley.

Compensation Philosophy and financial reporting processes. The Committee has the resources and authority it deems appropriate to discharge its responsibilities.Governance

Compensation Philosophy & Principles

 

Management hasDuring the primary responsibilitypandemic, we continue to lead with our values, by promoting a safe environment for our customers and crewmembers with our Safety From the Company’s financial statements and financial reporting process, including establishing, maintaining and evaluating disclosure controls and procedures, and establishing, maintaining and evaluating internal control over financial reporting. The Company’s independent registered public accounting firm, Ernst & Young LLP, or Ernst & Young, is responsibleGround Up Program. As we prepare our business for performing an independent audit ofa recovery from the Company’s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report relatingpandemic periods, our goal continues to Ernst & Young’s audit; as well as expressing an opinionensure that our leaders’ focus remains on the effectivenessgrowth of internal control over financial reporting. In fulfilling its responsibilities, the Audit Committee held meetings throughout 2015 with Ernst &Young in private without members of management present.

In this context, the Audit Committee has reviewed and discussed with management and its independent registered public accounting firm the Company’s audited consolidated financial statements and the results of management’s assessment of the effectiveness of the Company’s internal control over financial reporting and the independent auditor’s audit of the Company’s internal control over financial reporting. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States.

The Audit Committee discussed with the Company’s independent registered public accounting firm matters required to be discussed by applicable Public Company Accounting Oversight Board (PCAOB) rules, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements. Ernst & Young also provided to the Audit Committee the written disclosures and letter regarding their independence required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee also discussed with Ernst & Young their independence from the Company and its management, and considered whether the non-audit services provided by the independent registered public accounting firm to the Company are compatible with maintaining the firm’s independence.enhancing stockholder value.

 

The Company also has an internal audit department that reports to the Audit Committee. The Audit Committee reviews and approves the internal audit plan once a year and receives updates of internal audit results throughout the year. The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee met with the internal auditors and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting.

In reliance on the review and discussions referred to above, and in the exercise of its business judgment, the Audit Committee recommended to the Board of Directors (and the Board of Directors approved) that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the SEC. In addition, the Audit Committee has selected, and the Board has ratified, subject to stockholder ratification, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

The Audit Committee reviews and assesses the adequacy of its charter on an annual basis. While the Audit Committee believes that the charter in its present form is adequate, it may in the future recommend to the Board of Directors amendments to the charter to the extent it deems necessary to react to changing conditions and circumstances.

Audit Committee of JetBlue

Peter Boneparth,Chair
Virginia Gambale
Ellen Jewett

The Audit Committee Report does not constitute soliciting material, and shall not be deemed to be filed or incorporated by reference into any other Company filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates the Audit Committee Report by reference therein.We continue to:

 

JETBLUE AIRWAYS CORPORATION  - 2016 Proxy StatementSUPPORT OUR STRATEGY AND STAY TRUE TO OUR VALUES		23ATTRACT AND RETAIN TOP TALENT		FOCUS ON PAY FOR PERFORMANCE
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We aim to align compensation programs with business strategies targeted at conserving cash in the current demand restricted environment, with the goal of returning to long-term value creation for our stockholders as the demand for travel returns.		Despite the Government Support compensation restrictions, we utilize various compensation strategies to retain our key leaders, as well as design programs to attract new talent to join the Company.		We hold our NEOs accountable for their performance in light of drastically revised Company goals, emphasizing leadership and accountability during the pandemic.

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PROPOSAL 3

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

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) enacted in 2010, an advisory vote on the frequency of stockholders votes on executive compensation was conducted in connection with the 2011 annual meeting of stockholders. The Board recommended, our stockholders agreed, and the Board subsequently approved that the advisory vote on executive compensation be held on an annual basis. Accordingly, we are asking stockholders to approve an advisory resolution on compensation of our named executive officers as described in the “Compensation Discussion and Analysis” section, the compensation tables and related narrative discussion included in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives stockholders an opportunity to approve, reject or abstain from voting with respect to our fiscal year 2015 executive compensation programs and policies and the compensation paid to our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers as described in this proxy statement.

At the Company’s annual meeting of stockholders held in May 2015, our stockholders were asked to approve the Company’s fiscal 2014 executive compensation programs. A substantial majority (95.6%) of the votes cast on the “say-on-pay” proposal at that meeting were voted in favor of the proposal. TheDetermining Executive Compensation Committee believes that these results reaffirm our stockholders’ support of the Company’s approach to executive compensation.

Please read the Compensation Discussion and Analysis beginning on page 25 for additional details about our executive compensation program, including information about the fiscal year 2015 compensation of our named executive officers.

Our Compensation Committee has structured our executive compensation program to achieve the following key objectives:

•	Support our strategy and stay true to our Values: We aim to align compensation programs with business strategies focused on long-term growth and creating value for our stockholders. We motivate crewmembers to overcome challenges and to deliver commitments, all while living our Values of Safety, Caring, Integrity, Passion and Fun;
•	Attract and retain top talent: We aim to set target compensation to be competitive with the airline industry, given our BlueCity and support center locations, route network, unique market placement, structure and size relative to other airlines; and
•	Pay for performance: We hold our named executive officers accountable for their performance in light of Company goals, industry economics and individual performance. We believe the proportion of executive compensation designed to be delivered in variable pay should depend on the executive’s position and the ability of that position to influence our overall corporate performance and structure named executive officers’ compensation packages accordingly.

Because your vote on this proposal is advisory, it will not be binding on us, the Compensation Committee or the Board. However, the Compensation Committee and the Board will take into account the outcome of the vote when considering future executive compensation arrangements. Furthermore, your advisory vote will serve as an additional tool to guide the Board and the Compensation Committee in continuing to align the Company’s executive compensation programs with the interests of JetBlue and its stockholders.

 

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 Boardother NEOs. The Compensation Committee is charged with review of Directors believe that thepay levels and policies related to salaries, annual cash incentive awards and procedures articulated ingrants of equity and non-equity incentive awards and oversight of our equity incentive plans. In determining base salary, annual cash incentive awards, restricted stock units (“RSU”) and performance stock unit (“PSU”) equity awards, the Compensation DiscussionCommittee 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 Analysis section are effectivecomplexity 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 achievingcompensation among our goals and that the compensation of our named executive officers reportedreflect differences in this proxy statement has contributed tothese factors. The Compensation Committee may consider the Company’s recenteffect of the global pandemic and long-term success. Accordingly, we are asking you to endorse our executive compensation program by voting for the following resolution: RESOLVED,other linked economic and environmental pressures that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis section, compensation tables and narrative discussion is hereby APPROVED.may negatively impact results.

 

The affirmative vote of a majorityCompensation Committee relied on the following tools in determining the base salary, annual incentive cash targets, and equity awards for the NEOs in 2021, cognizant of the votes represented atrestrictions associated with the annual meeting, either in personGovernment Support:

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

Compensation Consultant

The Compensation Committee is authorized to retain and terminate compensation consultants, legal counsel or by proxy,other advisors to the Committee and entitled to vote on this proposal is required to approve the advisory vote on executive compensation.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 Committee. The Chair of the Compensation Committee reports the Committee’s actions and recommendations for the previous quarter to the full Board at the next regularly scheduled Board meeting.

 

The BoardCompensation Committee engaged the services of Directors recommendsPay Governance as its independent advisor on matters of executive compensation for 2021. Pay Governance also evaluates compensation for non-employee directors, the next levels of senior leadership, and equity compensation programs generally. For 2021, the Compensation Committee assessed the independence of Pay Governance pursuant to the SEC and Nasdaq rules and concluded that stockholders vote “FOR”no conflict of interest exists that would prevent Pay Governance from independently representing the foregoing resolutionCompensation Committee.

As discussed below under “Peer Competitive Group Survey—Market Assessment,” Pay Governance provided the Company and the 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 2021 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 2021,and for the reasons outlined above.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.

 

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COMPENSATION DISCUSSION AND ANALYSISPerformance Based Pay

 

ThisOur compensation program is designed to reward our NEOs for the Company’s continued success. Consistent with our compensation philosophy, the Compensation Discussion and Analysis section ofCommittee sets the proxy statement explains the key elementscompensation 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 programis tied to performance and is “at risk.” Despite the targeted compensation decisionsgoals, actual compensation was limited by the compensation restrictions associated with respectthe Government Support.

Competitive Peer Group Survey – Market Assessment

In September 2021, the Compensation Committee reviewed a report on the Company’s compensation programs for senior leadership, 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. Given the impact of the pandemic on the aviation industry, the below chart shows the contrast of 2019 (the last full year prior to the following officers identified in the Summary Compensation Table below (the “named executive officers”) as of December 31, 2015:

Robin Hayes	President and Chief Executive Officer (effective February 16, 2015)
Mark Powers	Executive Vice President and Chief Financial Officer
James Hnat	Executive Vice President and General Counsel
Martin St. George	Executive Vice President Commercial & Planning
Alexander Chatkewitz	Vice President and Controller
David Barger	Former Chief Executive Officer (retired effective February 15, 2015)

Executive Summarypandemic) to 2021 revenue.

 

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

Company	FY2019 Revenue ($) (in millions)		FY 2021 Revenue ($) (in millions)		Competing in our Market
American Airlines Group	45,768		29,882
Delta Air Lines, Inc.	47,007		29,899
United Continental Holdings, Inc.	43,259		24,634
Southwest Airlines Co.	22,428		15,790
Alaska Air Group, Inc.	8,781		6,176
JetBlue Airways Corporation	8,094		6,037
Spirit Airlines	3,830		3,230
Hawaiian Holdings Inc.	2,832		1,597

These companies, like JetBlue, Integrity isare airlines with significant revenue (over $1 billion, pre-COVID-19) 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 our five core values; along with Safety, Caring, Passion and Fun. We believe honesty builds trust. We hold ourselves to a high standardmany factors reviewed by the Compensation Committee as part of integrity and strive for transparency with our executive compensation programs. JetBlue is a passenger airline that has established a new airline category based on service, style and cost. Known for its award-winning customer service and free TV as much as for its competitive fares, JetBlue believes it offers its customers a distinctive experience—the JetBlue Experience—with best-in-class offerings in the markets it serves.their assessment. The Compensation Committee believesalso 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

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primarily to ensure that our executive compensation program as a whole is instrumental in helpingcompetitive 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 achieve its business goalsensure it is reasonable relative to our peer group. We aim to position pay to maintain our competitive cost advantage versus our peer group and promote its values.recognize we compete in the same talent pool that some of the peer competitors which are significantly larger and more mature than we are.

 

ExecutiveConsistent 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 Program ElementsCommittee expects to continue to adjust relevant pay levels on a go forward, measured basis, contingent on corporate and individual performance in future years.

 

KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAMBest Practices in Compensation Governance

In addition to the core compensation program, the Company provides or has implemented the following:

 

WE DO			WE DO NOT
	Emphasize performance-based, at-riskat risk pay			No tax gross ups for senior executive officers onlyin plans or arrangements entered into since 2013
	Apply rigorous, stockholder-alignedstockholder - aligned performance objectives for executive bonuscash incentive award payments			No repricing of underwater stock optionswithout stockholder approval
	Consider risk in our executive compensation program			No single trigger change in control provisions - the 2011 Incentive Compensation Plan has a double trigger in place for change in control provisionsexecutive-only retirement benefits
	Our Compensation Committee usesengages an independent consultant			No retirement benefits provided exclusively to senior executive officers
	Have executive stock ownership guidelines			No evergreen provisions in our compensation plans
	Have a “hold until retirement” requirementexecutive 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
	RequireGrant equity to vestawards with vesting schedules over a period of at least one year and the majority over 3 years			No hedging or pledging JetBlue securities
	Maintain an executive compensation clawback policy, which includes recoupment and forfeiture provisions
	Use a structured approach to CEO performance evaluation and related compensation decisions
	Emphasize a transparent and just culture of safety
	Review share utilization annually
	Devote significant time to managementleadership succession and leadership development efforts
	Provide limitedLimited executive perquisites; executives’executive health and welfare benefits are the same as those of other salaried employees
	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 150-200% of Target
	Use multiple metrics with little overlap to avoid “feast or famine” payout situations
	Tie ESG and DEI to executive compensation

 

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Annual Performance Review

Chief Executive Officer

Our Board evaluates our CEO’s performance and compensation on an annual basis. The CEO recuses himself from Board discussions relating to evaluations of his performance and his compensation package. The Chairs of the Board, Governance and Nominating Committee and the Compensation Committee conduct a performance review without the CEO’s participation and provides its 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 44) 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.

Overall 2021 Compensation Structure

In early 2021, the Compensation Committee approved target total direct compensation for the 2021 fiscal year, which is comprised of:

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

TOTAL ACTUAL COMPENSATION MIX*

*	Compensation mix reflects salary and bonus reductions along with reductions as a result of compensation restrictions under our Government Support.

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JetBlue’s long-term equity payouts are tied to performance targets aimed at aligning our leadership team with our stockholders interests. Our 2021 PSU awards were made in our normal course of business, in light of our compensation restrictions. See “--The COVID-19 Pandemic, Federal Relief and the Impact on Leadership Compensation.”

LONG-TERM INCENTIVES*

 

	WE DESIGN COMPENSATION PLANS WITH PROVISIONS TO MITIGATE UNDUE RISK
	•■	Our Executive Compensationexecutive compensation performance measuresmetrics drive longer term performance	performance.
■
	•	ShortOur short term metrics are diverse and include Controllable Costs, Customer NPS, On Time Departure (D0)operating cash flow, EBITDA, crewmember WOW, on-time performance, and Pre-tax Margin	various strategic initiatives.
	•■	Our annual and long-term performance awards are based on different metrics, with little or no overlap,	that we believe align with long-term business priorities.
	•■	Our clawback policy serves as a risk mitigator	mitigator.
■
	•	We maintain a cap onOur incentive compensation payments	are capped at a maximum of 150% to 200% of target.
■			Due to Government Support restrictions, as noted elsewhere, there are additional limits on our named executive officer compensation into at least 2023.

 

JETBLUE AIRWAYS CORPORATION  - 2016 Proxy Statement*

25For more information on the non-GAAP measures and how we calculate ROIC for purposes of our long-term performance awards, please refer to Appendix A “Regulation G Reconciliation of Non-GAAP Financial Measures” and Appendix B “ROIC Formula for PSUs.”

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How Did We Do in 2015?

FY 2021 Compensation Decisions

 

JetBlue reported strong results for 2015:Summary of Fiscal Year 2021 Compensation Program

 

•		Reward Element		Objective		Key Features		How Award Value is Calculated		2021 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.		In accordance with the compensation restrictions as imposed by Government Support, reductions to NEO base salaries continued through the first quarter of 2021, and no merit increases were granted.
		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 non-financial corporate performance targets and individual goals.		The portion of the award tied to corporate performance paid out at 98.7%. For the full year 2015, JetBlue reported operating income of $1.2 billion, comparedindividual component, all NEOs met or exceeded target. However, due to operating income of $515 millionGovernment Support restrictions, our NEOs were not paid out in 2014.accordance with their achievements.
		Long-Term Incentive Equity Award RSUs		To incentivize performance and retention over the long-term; aligns leader’s interests with our long-term interests of stockholders.		Performance is measured annually and equity vests ratably over three years, subject to forfeiture.		Based on achievement of metric driven operational and strategic goals.		All NEOs met or exceeded targets.
	•	ForLong-Term Incentive Equity Award PSUs		To motivate and incentivize sustained performance over the fulllong-term; aligns interests of our executives with long-term interests of stockholders.		Performance is measured at the end of a three year 2015,period. PSUs payout, if at all, in common stock.		Based on a GAAP basis, JetBlue reported pre-tax incomeachievement of $1.1 billion comparedtwo performance metrics.		2019-2021 was anticipated to $623 millionbe paid in 2014. Excluding special items2022, however, due to the performance criteria having not being met, there will be no payout.
		Executive Retention Awards (“ERA”)		To ensure retention of key leaders to guide the Company through the pandemic.		ERA will be paid, if and onlyif, the Government Support restrictions have lapsed, the NEO is still employed by the Company at the time of payment, certain Company performance metrics are met, and subject to final approval by the Compensation Committee or the Board.		ERA value is focused on a non-GAAP basis, pre-tax income in 2014 was $382 million.

 

* the retention value of the particular NEO.

Fiscal year 2014 excluding special items.

ERAs were provided to key leaders to align with retention initiatives due to Government Support restrictions.

 

For further information regarding our revenueWe also provide health and earnings per diluted share for the referenced periods, please see our Annual Report on Form 10-K for the year ended December 31, 2015, Item 6. Selected Financial Data (starting on page 28) and Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (starting at page 31, and see page 33). In our proxy statement and Compensation Discussion and analysis, we refer to Operating Expenses per Available Seat Mile, ex-Fuel and Profit Sharing (“CASM”), Return on Invested Capital, Net Income and Pre-tax Income, excluding special items and Free Cash Flow, which are non-GAAP financial measures. Appendix B to this proxy statement contains a reconciliation of these non-GAAP measureswelfare benefits, available to our audited GAAP financial statements.

The following table summarizes some of our financial resultsfull-time crewmembers, including medical, dental, life insurance and disability programs; a 401(k) plan; 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 2015:

($ in millions, except per share amounts)		Fiscal 2014				Fiscal 2015				% Change
Operating Revenues		$	5,817			$	6,416				10.3	%
Pretax income		$	623			$	1,097				76	%
Operating margin			8.9	%			19.0	%			134	%
Earnings per diluted common share excluding special items		$	0.70			$	1.98				182	%

Onall 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 GAAP basis, net incomewellness physical for the fourth quarter 2015 was $190 million, or $0.56 per diluted share. This comparesexecutives designed to JetBlue’s fourth quarter 2014 net income, excluding special items of $87 million, or $0.26 per diluted share. For the full year 2015, JetBlue reported net income of $677 million, or $1.98 per diluted share. This compares to JetBlue’s 2014 net income excluding special items of $232 million, or $0.70 per diluted share.further business continuity, available every other year.

 

In 2015, JetBlue reported record fourth quarter operating revenues of $1.6 billion. Revenue passenger miles for the fourth quarter increased 12.4% to 10.6 billion on a capacity increase of 10.4%, resulting in a fourth quarter load factor of 83.6%, an increase of 1.5 points year over year. Yield per passenger mile in the fourth quarter was 13.62 cents, down 3.6% compared to the fourth quarter of 2014. Passenger revenue per available seat mile (PRASM) for the fourth quarter of 2015 decreased 1.9% year over year to 11.39 cents and operating revenue per available seat mile (RASM) decreased 0.2% year over year to 12.62 cents.JETBLUE AIRWAYS CORPORATION  |  2022 PROXY STATEMENT    43

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Overall, we had a strong year on many fronts:Base Salary

2015 Financial Performance

Financial results
Capacity Growth	9.5%
RASM	0.8%
CASM ex-Fuel/Profit Sharing	0.5%
Fuel price	$1.93/gal
Operating Margin	19%
Earning per Share	$1.98
ROIC	13.7%

2015 — best in the industry

#1 Unit Revenue Growth KEY HIGHLIGHTS: ■  Prior to COVID-19, the Compensation Committee typically approved regular annual salary increases for the NEOs. ■Salaries for 2021 were restored to 2019 levels following the lapse of 2020 voluntary base salary reductions that extended through the first quarter of 2021. ■No NEOs received merit increases in 2021 above 2019 levels.

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. As noted elsewhere, due to the impact of the pandemic, the NEOs voluntarily took pay reductions from April 2020 through March 2021 to help the airline retain cash and lower costs. From April through September 2020, Mr. Hayes and Ms. Geraghty took 50% salary reductions, Mr. Priest 35% and Mr. Nelson 20%. From October 2020 through March 2021, the voluntary pay reductions were adjusted to 20% for Mr. Hayes and Ms. Geraghty, 15% for Mr. Priest and 10% for Mr. Nelson and Ms. Hurley. As our NEOs continued to support voluntary pay reductions, their 2021 salaries continued to be below target.

Executive		2020 Target Base Salary ($)		2020 Adjusted Salary ($)(1)		2021 Target Base Salary ($)		2021 Adjusted Salary ($)(1)
Robin Hayes		625,000		435,417		625,000		593,750
Ursula Hurley		283,500		246,937		283,500		276,412
Joanna Geraghty		565,000		393,417		565,000		536,750
Carol Clements(2)		–		–		500,000		342,629
Brandon Nelson		450,000		390,000		450,000		438,750
Stephen Priest(3)		520,000		405,750		520,000		214,834

(1)	As noted above, amounts reflect COVID-19-related voluntary pay reductions.
(2)	Ms. Clements joined the Company in April 2021.
(3)	Mr. Priest departed the Company in June 2021.

Annual Cash Incentive Awards

#1 Operating Margin Growth

#1 Pre-tax Margin Growth

#1 Stock price KEY HIGHLIGHTS: ■ The Company set rigorous goals for the 2021 annual cash incentive awards. ■ Due to COVID-19’s significant impact on our business, we made several structural changes to our corporate performance (Up 43%)factor. ■ Given the uncertainty of the pandemic, as well as a non-linear recovery, we set and measured our 2021 financial and operational metrics by two halves of the year.

 

Our total fuel costFor 2021, for Messrs. Hayes, Priest and Nelson and Mses. Geraghty and Clements, 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 Ms. Hurley, before her promotion to CFO, her annual cash incentive award was based 50% on our corporate performance factor and 50% on individual performance of goals set at the beginning of the year. After her promotion to CFO, her annual cash incentive award was based 75% on our corporate performance factor and 25% on individual performance of goals, although limited by the compensation restrictions associated with the Government Support. Mr. Priest departed the Company in 2014 was $1.912 billion compared to $1.348 billion in 2015 or, $2.99 per gallon in 2014 versus $1.93 per gallon in 2015 (total costJune 2021 and average price per gallon each include related fuel taxes as well as effective fuel hedging gains and losses).did not receive any portion of his annual cash incentive award.

 

Our stock price gained 43% over the year and outperformed the airline index as well.

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We believe our differentiated product and culture, competitive costs and high-value geography relative to our competitors contributed to our continued success in 2015. Our 2015 highlights include:

Product enhancements – Throughout 2015 we continued to invest in industry-leading products which we believe will continue to differentiate our product offering from the other airlines.

In June 2014, we launched our premium transcontinental product called Mint^TM. It includes 16 fully lie-flat seats, four of which are in suites with a privacy door, a first in the U.S. domestic market. During 2015, we announced additional transcontinental Mint^TMservice, as well as added two international Mint^TM destinations, Barbados and Aruba.

We continued to install our Fly-Fi^TM in-flight internet service across our Airbus fleet, and completed retrofitting all of our Airbus A321 and A320 aircraft by the end of October 2015. Our first Fly-Fi^TM enabled Embraer E190 aircraft made its inaugural commercial flight in October 2015. We anticipate retrofitting our remaining Embraer E190 aircraft with Fly-Fi^TM during 2016, at which point, free Fly-Fi^TM service will be available on our entire fleet.

We introduced Fare Options during the second quarter of 2015. As a result, customers have a choice to purchase tickets from three branded fares: Blue, Blue Plus, and Blue Flex. Each fare includes different offerings, such as free checked bags, reduced change fees, and additional TrueBlue® points.

Innovation continues to be a major driver in our product offerings. We were the first airline to accept Apple Pay in-flight. Our customers have been able to use their iPhone for all onboard purchases since March 2015. In December 2015, we released an enhanced suite of mobile applications aimed at bringing even more convenience to our customers. With the latest update, customers have even more control over their JetBlue Experience with the ability to select and change seat assignments after check in, purchase Even More^TMSpace seats or other ancillary services, and use their phone’s camera feature to input credit card and passport information.

Fleet – In 2015, we converted six of the 10 Airbus A321 deliveries scheduled for 2016 to our Mint^TMcabin configuration. During the fourth quarter, we bought out the leases on six Airbus A320 aircraft. In 2015, we took delivery of 12 Airbus A321 aircraft, two of which were equipped with our Mint^TM cabin layout.

Network – We continued to expand and grow in our high-value geography. In 2015, we expanded our network with six new BlueCities, bringing our total as of the end of December 2015 to 93 BlueCities, and added several connect-the-dot routes. With the success of our Mint^TM service between New York and California, we launched new routes to the Caribbean in the fall of 2015 and expect to begin Mint^TM service from Boston in March 2016.

TrueBlue^®and partnerships – We expanded our portfolio of commercial airline partnerships throughout 2015 and announced code-sharing agreements with Icelandair, Royal Air Maroc, Silver Airways and Seaborne Airlines.

Customer Service – JetBlue and our Crewmembers were recognized in 2015 for industry leading customer service. J.D. Power and Associates recognized JetBlue and our Crewmembers for the 11^thconsecutive year as the “Highest in Airline Customer Satisfaction among Low-Cost Carriers.” Our score climbed to 801 on a 1,000-point scale, making us the first airline to ever surpass 800 points within the segment.

We also received the top score on the American Customer Satisfaction Index (ACSI) among airlines. Our score of 81 is 10 points above the average for the airline industry. Additionally, we received 7 out of 7 stars for safety, and 5 out of 5 stars for our product offering from Airline Ratings.

Our Crewmembers – During 2015, our Crewmembers recognized JetBlue as one of “America’s “Best Places to Work” by Forbes. JetBlue ranked #19 through a survey that asked individuals how likely they would be to recommend their employer to someone else.

2015 Pay Decisions (see page 31 for more details)

In 2015, with the tailwind of lower fuel prices and the benefits derived from exciting product enhancements and industry-leading service innovations to the JetBlue experience, JetBlue had an excellent year. As in years past, we had challenges. However, we approached them in true JetBlue fashion, adhering to our values even when things were not going well with the goal of doing the right thing for our customers, crewmembers and stockholders even as we sought to Inspire Humanity.

As more fully described below, our corporate performance factor came in at 130.7% of target. In the same time period, we shared a record 2015 profit sharing payout of approximately $147 million with our profit sharing eligible crewmembers! This was close to almost eight weeks of income for a full time crewmember, split into an early payment at the end of 2015 and the remainder in early 2016.

As part of our ongoing compensation program development, in 2013 we increased the amount of “at risk” pay for our senior executives by introducing a performance based pay structure for our executive leadership team. These performance stock units, or PSUs, are based on achievement of goals over a three year performance period. Assuming achievement of goals, these PSUs are payable in common stock following the completion of the relevant performance period upon certification of performance by the Compensation Committee. This is the first year our executives became eligible to receive PSUs, for the 2013-2015 performance period.

Although the Summary Compensation Table and Supplemental Summary Compensation Table include the PSU award amounts in the Stock Awards column, the amounts reflected for the 2014-2016 and 2015-2017 performance periods have not yet been paid and are notional at this point. The tables assume performance based on an assessment of performance to date, as required by the SEC’s rules and regulations. As noted above, in early 2016,For 2021, the Compensation Committee certifiedapproved the results of the 2013-2015 performance period and those awards, based on the performance period just completed, reflect actual performance achieved and amounts paid out. PSUs are awarded, if at all, following the completion of the relevant performance period upon the Compensation Committee’s certification of performance.

For 2015, Mr. Barger, our then-Chief Executive Officer did not receive a salary increase. When Mr. Hayes became our President and Chief Executive Officer effective February 16, 2015, he received a salary increase to $550,000 in light of his promotion to Chief Executive Officer. When Mr. St. George was promoted from Senior Vice President to Executive Vice President Commercial & Planning effective February 16, 2015, he received a salary increase to $400,000. Mr. Powers and Mr. Hnat each received a modest merit increase in 2015 to $425,000. For 2015, no change was made to the target bonus opportunities of anyfor most of our named executive officers.NEOs (which remain unchanged from 2020):

 

Executive		JETBLUE AIRWAYS CORPORATIONTarget Incentive Award Opportunity (% of Salary)  -
Robin Hayes		150
Ursula Hurley		30
Joanna Geraghty		100
Carol Clements		50
Brandon Nelson		60
Stephen Priest		90

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.

Corporate Performance Factor

In early 2021, we established the 2021 corporate performance factor (“CPF”). The CPF is the set of company initiatives we set for leadership as a whole based on goals we want to substantially achieve within the year. The Compensation Committee considered the uncertainty around the timing and strength of industry recovery, and whether the Company was able to recalibrate compensation to reflect expected demand.

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, which was then applied to our annual cash incentive bonus awards. For 2021, the CPF was determined as follows:

Measure		Weight		Target		Performance Achieved		Payout Achieved as a % of Target		Actual Payout Approved as a % of Target
Operating cash flow (first half 2021)		16.67%		$300M		150.0%		25.0%		98.7%
EBITDA (second half 2021)		16.67%		$171M		84.1%		14.0%
Customer Index (first half 2021)(1)		16.67%		44.5/78.9		29.0%		9.7%
Customer Index (second half 2021)(1)		16.67%		44.2/76.2
Strategic Initiatives (full year 2021)		33.33%		–(2)		150.0%(3)		50.0%

2016 Proxy Statement(1)	28Customer Index is a non-financial measure, and is a combined score for controllable service delivery and on time performance, which are customer satisfaction drivers.
(2)	Strategic Initiatives is a non-financial measure, and is comprised of five initiatives aimed at long-term growth in: DEI, fare options, new fleet induction, the implementation of the Northeast Alliance and achieving a “digital first” strategy.
(3)	All of the Strategic Initiatives goals were achieved above target, as determined by the Compensation Committee.

A “Met” target assessment would have resulted in a corporate performance factor of 100%, which would have resulted in a payout of 50% - 75%, of the annual cash incentive awards at the target level (for the corporate portion of the annual cash incentive award).

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 measures the CEO’s achievement, and the Compensation Committee makes a CEO compensation recommendation to the Board. Our CEO provides the entire assessment to the Compensation Committee.

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Long-Term Equity Awards

KEY HIGHLIGHTS: ■ Prior to COVID-19 in February 2020, the Company awarded RSUs and PSUs consistent with its typical annual equity grant practices. ■ Given the significant impact of COVID-19 on our business, the 2019 PSU awards, set to pay out in 2022, will pay out at 0%, and no substitute compensation was made to our NEOs. ■ In light of the pandemic, the Company elected to pause 2020 grants of PSU awards, and no substitute awards or adjustments to other elements of compensation were made to replace the value of the 2020 PSU awards in 2020. ■ In 2021, we reinstated the PSU program with a view toward leadership retention, establishing metrics and targets intended to pay out in 2024.

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

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

We use 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 vest based on Company performance as an equity vehicle.

Restricted Stock Units

We grant equity in the form of RSUs in connection with our annual performance review, and upon hire or promotion. Our annual equity grants are made following the Compensation Committee meeting during the first quarter of each year and vest in equal annual installments over the next three years and are forfeitable if the crewleader were to leave the Company before the awards are fully vested.

Based on the NEO’s role, we determine the NEO’s target opportunity. Individuals may receive between 50 to 200% of target based on their performance, as assessed by the Compensation Committee and Mr. Hayes. Actual awards are issued following the end of the performance year and are shown below.

The ranges were selected based on peer compensation data and in light of the Company’s internal pay equity considerations and its financial performance. In 2021, our NEOs had goals to support the Company’s financial security, ensure the safety of customers and crewmembers and maintain our culture, exhibiting leadership through the pandemic.

Mr. Hayes reviewed the performance of the senior executive officers, as well as other members of the senior leadership team. Mr. Hayes, in performing his reviews, also used his judgment in evaluating the degree of difficulty of achieving the individual’s goals. Each of the NEOs met or exceeded his or her individual performance goals, resulting in the equity awards shown in the applicable tables. However, the awards below reflect reductions for compliance with the compensation restrictions associated with our Government Support.

The Compensation Committee, in consultation with the Board, reviewed Mr. Hayes’ performance and leadership in 2021 in light of the Company’s overall performance and approved an award of $1,300,000 of RSUs to Mr. Hayes.

Based on the Compensation Committee’s, and, in connection with Mr. Hayes, the Board’s assessment of each NEO’s individual performance in 2021, the Company made the following RSU awards on February 23, 2022 based on targets set by the Compensation Committee in early 2021:

Name and Title		2021 Target Opportunity for RSUs ($)		2022 RSU Award (Fair Market Value $)
Robin Hayes		850,000		1,300,000
Ursula Hurley		100,000(2)		–(3)
Joanna Geraghty		675,000		850,000
Carol Clements		500,000		600,000
Brandon Nelson		400,000		150,000(4)
Stephen Priest(1)		650,000		–

(1)	Mr. Priest departed the Company in June 2021 and forfeited the entirety of his award.
(2)	Ms. Hurley’s 2021 Targets were based on her roles prior to promotion to CFO.
(3)	Ms. Hurley’s compensation was restricted due to compensation restrictions associated with Government Support, which prevented us from awarding her any RSUs in 2022.
(4)	Mr. Nelson’s RSU award was similarly restricted due to compensation restrictions associated with Government Support.

We believe this approach is consistent with our pay for performance philosophy whereby we link our corporate results and individual goal achievement to each NEO’s compensation.

These awards were carefully calibrated so the individuals would not exceed the Government Support compensation limits.

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Performance Stock Units

For the performance period 2021-2023, the Company’s long-term incentive metrics included an earnings before interest, taxes and depreciation and amortization (EBITDA), adjusted debt to capital ratio and an ESG index, weighted at 40%, 40% and 20%, respectively. 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 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 2021 PSU awards may range from 0 to 200% of the target award based on the Company’s performance measured against the EPS target and absolute ROIC growth.

The 2021 PSU opportunities, at target, are: $1,100,000 for Mr. Hayes, $470,000 for Mr. Priest, $625,000 for Ms. Geraghty, and $100,000 for Mr. Nelson. The PSU maximum is 200% of target and the minimum is 50% of target. If performance were to come in below the minimum award opportunity for the PSU goals, the PSU would pay out at zero. Mr. Priest departed the Company in June 2021 and forfeited the entirety of his 2021 PSU award.

We believe that the targets were designed to be challenging but attainable if the performance period results in what we consider to be successful years. We must meet or exceed the industry average to hit our target.

VESTING OF 2019 LONG-TERM INCENTIVE PROGRAM (“LTIP”) PERFORMANCE STOCK UNIT GRANTS

In March 2019, the Compensation Committee approved grants of PSUs, subject to a three-year performance period. The 2019-2021 performance cycle completed on December 31, 2021, but vesting remained subject to certification of performance results by the Compensation Committee.

The 2019 performance unit grants had two components. The performance goals were independent of each other and equally weighted for absolute ROIC growth and earnings per share. Depending upon actual Company performance relative to these performance goals, the exact number of shares 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 2019 performance unit grants. We measure our performance in both absolute ROIC growth and absolute earnings per share. During the performance period, both ROIC growth and earnings per share were not achieved due to significant impact of the pandemic.

With each achievement equally weighted, based on the Compensation Committee’s calculation of these performance measures, the 2019 PSU grants vested at 0%. The following table summarizes the performance results with respect to each of the performance measures applicable to the 2019 LTIP PSU grants.

Performance Measures - 2019-2021	Result	Weight	Vesting
Absolute Earnings per Share	($2.51)	50.0%	–%
Absolute ROIC Growth	(6.6%)	50.0%	–%
		TOTAL	–%

The following table summarizes the number of units awarded for the 2019-2021 PSU grants 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, 2021, the awards are reflected as outstanding awards in the “Outstanding Equity Awards at Fiscal Year End” table. Based on the results of the two metrics, the 2019-2021 PSU awards paid out at 0%.

		Vesting of 2019 Performance Unit Grants
Name		Units at Grant Date (#)		Vesting Percentage (%)		Units Upon Vesting (#)
Robin Hayes		79,225		–		–
Ursula Hurley(1)		–		–		–
Joanna Geraghty		46,948		–		–
Carol Clements(2)		–		–		–
Brandon Nelson		8,802		–		–
Stephen Priest(3)		41,079		–		–

(1)	Ms. Hurley was not eligible for a PSU award in 2019.
(2)	Ms. Clements joined the Company in April 2021.
(3)	Mr. Priest departed the Company in June 2021 and therefore his PSU award was forfeited.

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Executive Retention Agreements

The Government Support has been critical for the Company, and the aviation industry in general. However, the Government Support required us to restrict how we compensate our leaders. See --Government Support: The CARES Act, the Consolidated Appropriations Act and the American Rescue Plan. In 2021, we instituted a new, fully “at-risk,” compensation tool that we call the Executive Retention Award (“ERA”). The ERAs that were granted to our NEOs are 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 amounts of the “at risk” ERAs were designed to help ensure key leaders of the Company with deep airline industry expertise to continue to steward the Company during the unprecedented economic disruption caused by the COVID-19 pandemic. The ERAs were designed to retain and motivate our key leaders and to further align their interests with those of our stockholders. When setting the terms of the ERAs, the Compensation Committee and the Board considered that each leader’s pay package was substantially reduced in 2020 into the first quarter of 2021 through a combination of base salary reductions, the suspension of performance stock unit awards for the 2020-2022 performance cycle (with no substitution awards or other adjustments made to replace their value), and the 0% Corporate Performance Factor payout under the annual cash incentive award program (resulting in awards being paid out significantly below target), notwithstanding our NEOs extraordinary leadership during these unprecedented times. In addition, the Compensation Committee and the Board considered the compensation and retention challenges expected over the next several years due to continued uncertainty as to the long-term effects of the COVID-19 pandemic on the industry coupled with certain Government Support limitations affecting the Company’s ability to provide market-competitive compensation opportunities. These concerns are particularly acute for the Company given these crewmembers’ expertise and demonstrated leadership, which are, to varying degrees, valued and transferrable to other companies both within – and outside – the airline industry. The ERAs are structured to be fully “at risk” compensation, 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; (iii) certain Company performance criteria; and (iv) ultimately, the approval of our independent Compensation Committee.

Other Compensation Policies and Information

Results of the 20152021 Advisory Vote on Executive Compensation (“Say-on-Pay”)

 

At our 20152021 annual meeting of stockholders, our stockholders were asked to approve, on an advisory basis, the Company’s fiscal 2014 executive2020 NEOs’ compensation programs (“say-on-pay”). Approximately 95.6%96.85% of the aggregate votes cast on the “say-on-pay” proposal at that meeting were voted in favor of the proposal. JetBlue engages with stockholders and other stakeholders to discuss a variety of aspects of our business and welcomes stockholder input and feedback.

 

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 continuecontinues to take into account stockholder feedback in making compensation decisions.

Compensation Philosophy & Principles

We strive to apply the following principles for compensating our crewmembers, including our named executive officers:

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

How JetBlue Pays for Performance

Our compensation program is designed to reward our named executive officers for the Company’s continued success. Consistent with our compensation philosophy, the Compensation Committee sets the compensation of our executive officers, including our named executive officers, substantially based on their 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 performance-based equity component of our executive compensation packages pays out, if at all, following the completion of the relevant three year performance period upon the Compensation Committee’s certification of performance results. As a result, the majority of our named executive officers’ total compensation is tied to performance and is “at risk.”

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The following features of our 2015 compensation programs promote further aligning our compensation practices with best practices in compensation governance and with our overall compensation philosophy:

Summary of Fiscal Year 2015 Executive Compensation Decisions

	REWARD			HOW AWARD VALUE IS
	ELEMENT	OBJECTIVE	KEY FEATURES	CALCULATED	2015 DECISIONS
	Base Salary	To attract and retainthe best talent	Fixed element ofcompensation paid in cash	Reviewed against individual’slevel of skill, experience andresponsibilities.Benchmarked against a group ofcomparably sized corporations andindustry peers	Changes to base salary tomaintain competitiveness
	Annual IncentiveAward	To motivate and incentivizeperformance over a one-yearperiod.	Award value and measures arereviewed annuallyto ensure they supportour strategy. (Page 34)	Performance is measured againstfinancial and non-financialperformance targets. (Page 34)	Performance resulted in award at130.7% of target. (Page 35)
	Long-Term Equity AwardRSUs	To incentivize performance andretention over the long-term.Aligns interests with ourexecutives with long-terminterests of shareholders.	Performance is measuredannually and equity vests overthree years, subject to forfeiture. (Page 35)	Based on achievement of metricdriven operational and strategicgoals. (Page 35)	All NEOs met orexceeded targets. (Page 36)
	Long-Term Equity AwardPSUs	To motivate and incentivizesustained performanceover the long-term.Aligns interests of ourexecutives with long-terminterests of shareholders.	Performance is measured at theend of a three year period.PSUs payout, if at all,in common stock. (Page 36)	Based on achievement of oneabsolute and one relative goal. (Page 36)	2014-2016 and 2015-2017performance periods in progress;2013-2015 performance period paid outat 134.5% (Page 37)

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; and change in control 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.

Best Practices in Compensation Governance

In addition to the core compensation program, the Company provides or has implemented the following:

•	Executive Compensation Clawback Policy. Our Board of Directors has adopted a clawback policy, which requires reimbursement of all or a portion of any bonus, incentive payment, or equity-based award granted to or received by any executive officer and certain other officers after January 1, 2010 where: (a) the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a restatement, (b) in the Board’s view the executive engaged in willful misconduct that caused or partially caused the need for the restatement, and (c) a lower payment would have been made to the executive based upon the restated financial results.
•	Director Stock Ownership. Our Board of Directors has adopted a policy whereby directors hold their grants of deferred stock units throughout their tenure as a director. Vested equity is issued six months following the director’s departure from the Board of Directors. Directors are not required to hold a specific number of shares of common stock since such a requirement would be redundant in light of our hold through retirement policy.
•	No Tax Gross Ups. Beginning in 2013, on a going forward basis, the Company adopted a policy that affirmatively states that, going forward, we will not make or promise to make to our senior executives any tax gross up payments except for those provided pursuant to a plan, policy or arrangement applicable to management employees generally.
•	No Retirement Benefits. We have limited retirement benefits and our 401(k) plan is offered to all crewmembers subject to its generally applicable eligibility conditions.
•	Executive Stock Ownership. Our Corporate Governance and Nominating Committee has adopted stockholding guidelines for our named executive officers to be phased in over a five year period (by 2017) along the following lines:

	–	Our CEO – 3X base salary; and
	–	Our other named executive officers – 1X base salary.

	•	Our policy permits us to count common stock and unvested restricted stock units towards the ownership guidelines, excluding unvested PSUs and vested underwater stock options.
	•	All of our named executive officers met or exceeded these ownership guidelines at December 31, 2015.
	•	Newly hired or newly appointed named executive officers have five years from the date of hire or appointment to meet the stock ownership guidelines.
	•	We anticipate reviewing and revising our executive stock ownership periodically.

•	Equity Plan Best Practices. Our 2011 Incentive Compensation Plan does not have an evergreen reload provision, prohibits repricing without stockholder approval and includes double trigger change in control provisions and in general requires minimum vesting periods for equity of at least three years.

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Compensation Mix

We believe that a significant amount of our named executive officer compensation should be tied to the Company’s performance and an increasing amount of it should be at risk. Our bonus and equity goals (discussed in more detail beginning on page 34 ) 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 for our named executive officers during 2015 (other than Mr. Barger who retired from the Company effective February 15, 2015) as illustrated below is based on the Compensation Committee’s executive compensation philosophy (as set forth in the Supplemental Compensation Table on page 33 ).

Determining Executive Compensation

The Compensation Committee assists the Board with respect to oversight and determination of compensation for the Company’s directors and executive officers. The Compensation Committee oversees the Company’s executive compensation policies and reviews and establishes, subject to approval by our Board of Directors, the compensation for our Chief Executive Officer. The Compensation Committee is charged with review of pay levels and policies related to salaries, bonuses and grants of awards and oversight of our equity incentive plans. In determining levels of base salaries, annual bonuses, RSU awards and PSU awards, the Compensation Committee uses the relevant executive officer’s current level of total compensation as the starting point. The 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. Variations in compensation among our executive officers reflect differences in these factors.

The Compensation Committee used the following tools in determining executive vice presidents’ base salary, annual incentive cash targets, and equity awards:

•	Competitive Peer Group Survey;
•	Internal Pay Equity Review;
•	Tally Sheets;
•	Management Recommendations; and
•	Annual Performance Reviews.

Generally, at the Compensation Committee’s first quarter meeting(s) of any given year, the Compensation Committee approves target total direct compensation for the upcoming year, which is comprised of:

In the first quarter of 2016, the Compensation Committee reviewed the Company’s and the named executive officers’ performance for fiscal year 2015. After considering various data and input provided by management, the Compensation Committee approved the Company’s corporate performance factor, annual incentive bonus and equity awards for the named executive officers.

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Compensation Consultant

The Compensation Committee has the authority to retain independent, third-party compensation consultants and to obtain independent advice and assistance from internal and external legal, accounting and other advisors. The Chair of the Compensation Committee reports the Committee’s actions and recommendations for the previous quarter to the full Board at the next regularly scheduled Board meeting.

The Compensation Committee engaged Pay Governance LLC (Pay Governance) as its independent advisor on matters of executive compensation for 2015. The Compensation Committee’s consultant reports directly to the Committee and provides no other services to the Company or any of its affiliates. For 2015, the Committee assessed the independence of Pay Governance pursuant to the SEC and NASDAQ rules and concluded that no conflict of interests 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 Committee with compensation data regarding the companies in our competitor peer group. The Company used this data to develop its recommendations to the Compensation Committee for 2015 compensation levels. Pay Governance also provided suggestions on the design of the annual bonus and long-term incentive plans, including for the long-term performance based incentive program, the performance measures and weighting, the factors for the Committee to review when determining whether to adjust the formulaic amount, and the general range of adjustments to apply. Pay Governance did not perform any separate additional services for management.

Competitive Peer Group Survey—Market Assessment

The Compensation Committee reviewed a report on the Company’s compensation programs for senior executive officers 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, using the 2015 Towers Watson U.S. CDB Executive Compensation Survey. Pay Governance proposed several enhancements to the approach used to determine the competitive market. While the enhancements described below resulted in higher estimated market pay levels, we believe the changes result in more comparable data versus our peers. Pay Governance used a combination of proxy peer group companies and general industry survey data to develop the competitive market. Specifically, we added Virgin America to the proxy peer group, resulting in a peer group of 9 companies. This improved our relative statistical positioning versus our peers, in light of revenue, market capitalization and number of employees. We modified our benchmarking to use a revenue measure that excludes fuel, to improve comparability and avoid measurement issues with volatile pricing of a key commodity and company expense. Finally, we refined the current general industry reference group to place greater emphasis on consumer-oriented companies, reflecting the importance of customer service and relationships in JetBlue’s success.

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

		Market
		Capitalization	FY2014
		($ in millions)	Revenue	Competing
Company	Incorporation	10/30/2015	($ in millions)	in Our Market
American Airlines Group	USA	29,134	42,650
Delta Air Lines, Inc.	USA	39,984	40,362
United Continental Holdings, Inc.	USA	22,484	38,901
Southwest Airlines Co.	USA	30,105	18,605
JetBlue Airways Corporation	USA	7,827	6,400
Alaska Air Group, Inc.	USA	9,667	5,368
Hawaiian Holdings Inc.	USA	1,847	2,315
Spirit Airlines	USA	2,656	1,932
Virgin America Inc.	USA	1,564	1,490
Republic Airways Holdings Inc.	USA	293	1,375

These companies, like JetBlue, are airline companies with significant revenue (over $1 billion) and with significant operations employing a large number of individuals and aircraft in our competing markets. We believe this comparator 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 companies and the wide variation in size of our peers. As a result, the Compensation Committee uses the competitive data as a reference point to monitor the compensation practices of our primary competitors. It is not, and was not in 2015, the sole determining factor in executive compensation decisions. The Committee also considers our Northeast location, route network, cost structure, and size relative to other airlines. The data is used primarily to ensure that our executive compensation program as a whole is competitive when the Company achieves targeted performance levels. We do not rely on this information to target any specific pay percentile for our executive officers. Instead, we use this information as a general overview of market practices and to ensure that we make informed decisions on executive pay packages. While we do not establish 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 position pay to maintain our competitive cost advantage versus our peer group and recognize that some of the peer competitors are significantly larger and more mature than we are and yet we compete for the same talent pool. 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. Based on its overall assessment of market pay levels, the Committee determined that the proposed 2015 total pay of our named executive officers is better positioned, competitively, although room to improve remains. The Committee expects to continue to adjust relevant pay levels on a go forward, measured basis, contingent on corporate and individual performance in future years.

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Tally Sheets

The Compensation Committee uses tally sheets as a reference to ensure committee members understand the total compensation being delivered to executives each year and over a multi-year period. When making executive compensation decisions, the Compensation Committee reviews tally sheets for each senior executive officer. Tally sheets provide historical pay levels for the past five years, target and realized pay, value of unvested equity awards, and potential payments at termination for each senior executive officer. Tally sheets enable the Compensation Committee to assess whether the compensation strategy is effective over time.

Internal Pay Equity Review

Because of our team-based approach to executive officer compensation, the Company carefully considers the relative compensation levels among all members of the executive team for internal pay equity. Accordingly, the Company’s executive compensation program is designed to be internally consistent and equitable in order to further the Company’s success. The Committee looks at various factors to account for differences in pay levels among the named executive officers. These factors include competitive data, size and complexity of role and individual and team based goal achievement.

Performance Evaluation – Chief Executive Officer

Our Board of Directors evaluates our Chief Executive Officer’s compensation on an annual basis. The Chief Executive Officer recuses himself from Board discussions relating to evaluations of his performance. The Board’s evaluation includes both objective and subjective criteria of the Chief Executive Officer’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 management team. Prior to the Board’s evaluation, the Compensation Committee evaluates the Chief Executive Officer’s compensation. The Compensation Committee uses the competitive market data discussed above to recommend total direct compensation for the Chief Executive Officer. The Compensation Committee conducts a performance review without the Chief Executive Officer’s participation and provides its recommendations to the full Board.

Performance Evaluations – Named Executive Officers (Other Than the Chief Executive Officer)

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

With respect to the total compensation of our senior executive officers other than our Chief Executive Officer, the Compensation Committee also reviews total direct compensation data. The Compensation Committee makes final determinations regarding the total compensation of our senior executive officers.

Supplemental Comparison of 2015 and 2014 Direct Compensation to Named Executive Officers

The supplemental compensation table below shows how the Committee assessed total direct compensation for our named executive officers in 2015 and 2014. It is consistent with the Committee’s analysis of information presented to it in tally sheets (see “Compensation Practices and Procedures — Use of Tally Sheets”) and the Committee’s evaluation of our performance relative to established performance targets. The Committee approves RSU awards when financial results for the previous year are finalized, which occurs early in the following year. The primary difference between this supplemental compensation table and the 2015 Summary Compensation Table is that the supplemental compensation table includes grants of restricted stock units in the performance year to which they relate, rather than in the year when granted. The supplemental compensation table presented below is not intended to be a substitute for the 2015 Summary Compensation Table, but provides a condensed summary of actual total direct compensation awarded to the named executive officers for their performance in 2015 and 2014. The amounts reported in this table differ from the amounts required to be reported under SEC rules in the Summary Compensation Table on page 38, and are not a substitute for such information.

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					Non-Equity
				Stock	Incentive Plan	All Other
		Salary	Bonus	Awards	Compensation	Compensation	Total
Name and Principal Position	Year	($)(1)	($)(2)	($)(3)	($)(4)	($)(5)	($)
Robin Hayes	2015	550,000	-	1,659,988	718,850	14,814	2,943,652
President and Chief Executive Officer(6)	2014	490,000	-	1,749,995	360,150	14,259	2,614,404
Mark Powers	2015	425,000	-	719,989	416,700	17,042	1,578,732
Executive Vice President	2014	424,000	-	699,992	411,640	15,871	1,551,503
and Chief Financial Officer
James Hnat	2015	425,000	-	449,977	277,800	11,061	1,163,839
Executive Vice President	2014	424,000	-	449,992	207,760	13,821	1,095,573
and General Counsel
Martin St. George	2015	400,000	-	449,992	257,500	14,127	1,1 2 1,61 9
Executive Vice President	2014
Commercial & Planning
Alexander Chatkewitz	2015	265,000	-	124,983	119,600	594	510,176
Vice President and Controller	2014
David Barger	2015	600,000	-	-	75,000	13,605	688 ,605
Former Chief Executive Officer(7)	2014	600,000	-	399,998	441,000	18,638	1,459,636

(1)	Includes annualized salary for the year indicated.
(2)	Compensation reported under this column consists of signing bonuses and spot bonuses. Annual performance-based bonuses are reported under the “Non-Equity Incentive Plan Compensation” column.
(3)	Includes the aggregate grant date fair value (calculated in accordance with accounting guidance) of awards of (i) RSUs for the performance year indicated, and (ii) PSUs granted in 2015 which will be paid, if at all, based on the Company’s performance years 2015 - 2017.
(4)	Includes the annual incentive bonuses paid for the performance year indicated.
(5)	Represents Company 401(k) matching contributions under the JetBlue Airways Corporation Retirement Plan in which all of our employees are eligible to participate, as well as life insurance premiums, positive space flights and executive physicals (if any). The 401(k) matching contribution for each of Mr. Hayes, Mr. Powers, Mr. St. George and Mr. Barger was $13,250, Mr. Hnat, $7,500 , and Mr. Chatkewitz $0 .
(6)	Mr. Hayes became JetBlue’s President and Chief Executive Officer on February 16, 2015.
(7)	Mr. Barger retired as JetBlue’s Chief Executive Officer on February 15, 2015.

Base Salary

The below table, for comparative purposes, shows annualized base salaries for 2015 and 2014.

Executive		2015 salary				2014 salary
Robin Hayes(1)		$	550,000			$	490,000
Mark Powers		$	425,000			$	424,000
James Hnat		$	425,000			$	424,000
Martin St. George(2)		$	400,000				-
Alexander Chatkewitz(3)		$	265,000			$	265,000
David Barger(4)		$	600,000			$	600,000

(1)	In connection with Mr. Hayes’ promotion to Chief Executive Officer, Mr. Hayes’ base salary was increased to $550,000 effective February 16, 2015.
(2)	Mr. St. George was promoted to Executive Vice President Commercial & Planning effective February 16, 2015; he was not a named executive officer in 2014.
(3)	Mr. Chatkewitz joined JetBlue in December 2014.
(4)	Mr. Barger retired as JetBlue’s Chief Executive Officer on February 15, 2015.

Annual Incentive Bonuses and Equity Compensation

The Company’s annual incentive targets and equity targets are payable according to the Company’s achievement of its annual performance metrics. Our program has a preliminary threshold of $1 of pre-tax income. Pre-tax income is also the threshold for profit sharing payments to non-management crewmembers. Profit sharing is primarily payable to non-equity-eligible crewmembers. Our manager level and above crewmembers, including our named executive officers, will not benefit from the corporate portion of bonus payments if, as a result of our financial results, our non-management crewmembers do not receive Retirement Plus (a Company discretionary contribution of 5% of eligible non-management crewmember compensation, which vests over three years) or profit-sharing.

In 2015, the targets for our corporate performance factor were expanded to include an operational goal, on time departure or “D0”. Our 2015 targets were D0 and Customer Net Promoter Score (“NPS”) (each weighted 20%) and Controllable Costs (cost per available seat mile ex-Fuel and Profit Sharing) and Pre-tax Margin (each weighted 30%). NPS is a brand loyalty analysis. Controllable Costs and Pre-Tax Margin are financial measures that we believe are important to our long-term success because Pre-Tax Margin measures our overall profitability levels and Controllable Costs measure our cost growth for operating the airline excluding fuel cost and profit sharing. Our annual incentive bonuses, which are payable in cash, aim to reward executive officers and members of leadership throughout the organization to the manager level for attaining annual corporate performance targets.

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In addition, in recognition of the need to maintain competitiveness and noting the importance of an increased amount of “at risk” pay-for-performance based compensation, the Compensation Committee, for 2015, maintained our Chief Executive Officer’s target bonus opportunity at 100% (or $550,000), the target bonus opportunity of our Chief Financial Officer to 75%, and of our Executive Vice President and General Counsel at 50%. The target bonus opportunity of our remaining named executive officers were set at 50% and certain of our Vice Presidents at 30%.

The named executive officers’ maximum bonus is two times their target bonus.

The Compensation Committee may adjust the formulaic funding upwards or downwards by up to 35% based on qualitative factors, including operating and financial performance versus our peer group and the market, variances in fuel costs from the assumptions in the budget, total stockholder return in absolute and as compared to that of our peer group, and our long-term strategic plan development and execution.

The Compensation Committee relied on our performance assessment framework to evaluate our results on each goal and then perform a collective assessment across all goals to determine a corporate performance factor, which is then applied to our annual incentive bonus awards. For 2015, the corporate performance factor was determined as follows:

				Payout	Actual Payout
			Performance	Achieved as a	Approved as a
Measure	Weight	Target	Achieved	% of Target	% of Target
D0	20%	65.0%	60.9%
Customer NPS(1)	20%	65.5%	66.3%
Controllable Cost(2)	30%	1.0%	0.5%	130.7%	130.7%
Pre-tax Margin(3)	30%	9.8%	17.1%

(1)	Customer NPS is a non-financial measure that assesses brand loyalty based on a customer’s subjective survey responses to a customer experience. NPS is calculated by taking the percent of brand promoters and subtracting the percent of brand detractors, yielding a score between -100 and 100. The NPS achieved in this table represents quarterly NPS figures averaged for the year.
(2)	Controllable Cost is a financial measure to focus us on the costs which we can control, unlike fuel, for example, which is subject to external factors. We evaluate Controllable Cost on a year over year percentage change basis in accordance with generally accepted U.S. accounting principles.
(3)	Pre-Tax margin is a financial measure calculated using generally accepted U.S. accounting principles.

A “Met” target assessment would have resulted in a corporate performance factor of 100%, which would have resulted in a payout of the percentages of base salary for the named executive officers as discussed above. After evaluating the Company’s performance, the Compensation Committee chose to approve the recommended performance of 130.7%.

Long-Term Incentive Equity

Equity grants directly align executive officers’ interests with the interests of stockholders by rewarding increases in the value of our share price. Such grants enable us to attract, retain and motivate highly qualified individuals for leadership positions within the Company.

We have historically used RSUs, based on achievement of goals set the previous year, and with a three year vesting period, to retain and motivate our crewmembers, including our named executive officers. In 2013, we adopted a long-term incentive plan with performance PSUs as the relevant vehicle in order to continue to motivate our senior most leaders by introducing a performance-based compensatory element. In 2015, approximately 23% of the total PSU award target opportunity for eligible named executive officers is in the form of PSUs that are earned (or forfeited) based on the Company’s goal achievement. We believe this program more closely aligns the interests of our officers and stockholders. With this restructuring, we transitioned from a program that provided for large periodic equity awards to a steady and sustainable program of more consistent annual award opportunities.

Restricted Stock Units (RSUs)

We grant equity in the form of RSUs in connection with our annual performance review, and upon hire or promotion. Our annual equity grants are made following the Compensation Committee meeting during the first quarter of each year. We do not time our equity grants to coincide with the disclosure of non-public material information.

To avoid a situation where the same set of metrics triggered both bonus and equity payouts or paid out neither, we award RSUs that vest over three years to our named executive officers based on the individual’s achievement of individual performance goals. The executive’s degree of achievement of his individual goals, and a subjective assessment of the degree of difficulty of those goals, are reflected in the equity grants paid in 2016 based on 2015 performance as shown in the supplemental compensation table. The Committee believes that this maintains some variation in pay among the senior executive team and continues the process of moving them out of lockstep which the Compensation Committee no longer believes to be appropriate.

Our RSU equity target awards for 2015 performance are as follows (reported as fair market value on the date of the restricted stock unit grant):

	RSU
	Target Opportunity
Title	($ value of RSUs)
President & Chief Executive Officer	600,000
Executive Vice President and ChiefFinancial Officer	350,000
Executive Vice President, General Counsel	300,000
Executive Vice President, Commercial &Planning	250,000
Vice President, Controller	75,000

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The maximum is 200% of target and the threshold is 50%. The ranges were selected based on peer compensation data and in light of the Company’s internal pay equity considerations and its financial performance.

Our named executive officers are evaluated annually on their achievement of individual goals, tailored to that executive’s responsibilities and the workgroups he supervises. All of our officers had culture goals, since we believe our strong and unique culture is integral to our success. Our officers also had shared operational goals. In addition, our CEO had goals relating to innovation and safety, as well as financial and strategic goals, including driving free cash flow and a strong balance sheet, working with investor relations, and deciding on a corporate position on the Open Skies debate. Mr. Powers, Mr. Hnat, Mr. St. George, and Mr. Chatkewitz had culture goals, shared operational goals, goals supporting aspects of the Company’s overall plan and goals relating specifically to the departments which they lead.

Mr. Hayes reviewed the performance of the senior executive officers, as well as other members of his team. Mr. Hayes, in performing his reviews, used his judgment in evaluating the degree of difficulty of achieving these individual goals. Each of the other named executive officers met or exceeded his targets, resulting in the equity awards shown in the applicable tables.

The Compensation Committee, in consultation with the Board of Directors, reviewed Mr. Hayes’ performance and strong leadership in 2015 in light of the Company’s overall performance in approving his annual RSU grant.

Based on the assessments of both the Compensation Committee, and, with respect to Mr. Hayes, the Board of Directors, of individual performance in 2015 and the assessments of the Compensation Committee with respect to the other senior executive officers’ individual performance in 2015, the following RSU awards were made on February 24, 2016:

	2015 Equity Award
Name	(FMV $)
Robin Hayes	960,000
Mark Powers	350,000
James Hnat	300,000
Martin St. George	350,000
Alexander Chatkewitz	125,000

*	As noted, in light of Mr. Barger’s retirement from JetBlue in February 2015, he did not receive a 2015 equity award.

We believe this approach was consistent with our pay for performance philosophy whereby we link our corporate results and individual goal achievement to each named executive officer’s compensation. These RSUs vest in three equal annual installments on the first, second and third anniversaries of the grant date and are forfeitable if the officer were to leave the Company before the awards are fully vested.

Performance Stock Units (PSUs) and Settlement of 2013-2015 PSUs

As noted above, in 2013, the Compensation Committee adopted a long-term performance incentive program. For the 2015-2017 performance period, the Company’s long-term incentive metrics included one relative goal (relative to industry ex-Fuel CASM), weighted at one-third, and one absolute goal (ROIC), weighted at two-thirds. We believe our CASM and ROIC goals are consistent with maintaining our cost structure relative to the industry and our focus on efficient use of capital. The number of PSUs awarded at the end of the three-year performance period will vary based on the actual performance. The value earned will be delivered in 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 2015 PSU awards may range from 0 to 200% of the target award based on the Company’s performance measured against industry relative ex-Fuel CASM and ROIC. The PSU maximum is 200% of target and the threshold is 50% of target.

The 2015 PSU goals, at target, are as follows: $700,000 for the President and Chief Executive Officer, $370,000 for the Executive Vice President and Chief Financial Officer, and $150,000 for the other Executive Vice Presidents, including the Executive Vice President and General Counsel and the Executive Vice President Commercial & Planning.

The PSUs are another way in which the Committee has introduced variability into the named executive officer compensation packages. Actual amounts of awards granted in April 2015 are disclosed in the “Summary Compensation Table” and “Grants of Plan-Based Awards” table.

As in years past, the Company wanted to use more than one metric, while keeping the number of variables limited. For 2015, we felt that having one “absolute” and one “relative” metric, weighted two-thirds and one-third, respectively, reflected our emphasis on growing ROIC while still controlling costs. Our 2015 metrics, ROIC and relative ex-fuel CASM, are key measures we use to manage our business and are shared with investors. We feel that these metrics, align management’s and stockholders’ interests, of improving stockholder value over time.

Our long-term performance-based incentive plan covers three year forward looking performance periods. We believe our commitment to continued ROIC growth aligns with management’s and stockholders’ interests, of improving stockholder value over the long term. For the 2015-2017 performance period, our team is aiming for continued ROIC improvement, mindful that we are a growth airline. We do not disclose a specific ROIC target due to the highly volatile nature of our business. Moreover, the components of ROIC include highly sensitive data, such as projected net income, and we believe that such disclosure would result in serious competitive harm. These targets were designed to be challenging but attainable if we had what we considered to be successful years. For 2015, and going forward, we have incorporated “confidence factors” into our goal setting. This means that we will aim to set target goals that we have at least 50% confidence in achieving. We expect that using such confidence factors will help us set and achieve better goals and avoid negative incentive effects, despite otherwise positive performance.

For our relative ex-Fuel CASM target, we seek to maintain competitive cost positioning. We have not disclosed the relative ex-fuel CASM target because it is competitively sensitive as a forward looking metric. Given that our business strategy depends, in part, on growth that is profitable only when we maintain our cost advantage relative to our network carrier competitors, disclosing that figure on a prospective basis would subject us to serious competitive harm. This metric is difficult to achieve. We operate in a highly volatile industry and as such can experience unanticipated spikes in operating costs. Our industry is very sensitive to global economic forces. Further, our domestic competitors have all lowered their costs through bankruptcy or merger activity. We believe maintaining a competitive cost structure is important to our ability to grow. Maintaining management focus, through our LTI program, is important to this goal.

The number of shares of PSUs for the 2016-2018 performance period will be determined based on the closing price of the Company’s common stock on the grant date, April 12, 2016. The Compensation Committee approves the grant dates in advance.

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Settlement of 2013-2015 Long-Term Incentive Program Performance Unit Grants

In March 2013, the Compensation Committee approved grants of performance units, subject to a three-year performance period. The original 2013-2015 PSU grants were made assuming a target performance, but remained subject to performance conditions. The performance period relating to the 2013 PSUs concluded on December 31, 2015, but the PSUs remained subject to the Compensation Committee’s certification of performance results.

The 2013 performance unit grants had two components, one relative and one absolute. The performance goals were independent of each other and equally weighted—an ROIC goal and a relative ex-Fuel CASM goal. Depending upon actual company performance relative to these performance goals, the exact number of shares that could have vested ranged from zero to 200 percent of the target award. Following 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 2013 performance unit grants.

During the performance period, we achieved an ROIC of 8.5%, resulting in a 146.4% vesting percentage for that half of the program. We achieved an ex-Fuel CASM to industry goal of 10.9%, resulting in a 122.5% vesting percentage for that half of the program. Based on the Compensation Committee’s calculation of these performance measures, the 2013 performance unit grants vested at 134.5%. The following table summarizes the performance results with respect to each of the performance measures applicable to the 2013 LTIP performance unit grants and the corresponding contributions to the vesting percentage.

Performance Measures — 2013-2015			Result				Weight				Vesting
ROIC			146.4	%			50	%			73	%
Relative ex-Fuel CASM			122.5	%			50	%			61	%
							TOTAL				134.5	%

The following table summarizes the number of PSUs awarded for the 2013-2015 performance cycle in 2016 and the number of shares of common stock to be paid out with respect to such grants for our named executive officers, based on the 134.5% percent vesting percentage approved by the Compensation Committee in early 2016.

		Vesting of 2013 Performance Unit Grants
		Units at				Vesting				Units upon
		Grant Date				Percentage				Vesting
Name(2)		(#)				(%)				(#)
Robin Hayes			44,709				134.5	%			60,133
Mark Powers			29,806				134.5	%			40,089
James Hnat			14,903				134.5	%			20,044
David Barger(1)			59,612				134.5	%			50,397

(1)	Mr. Barger retired in February 2015; accordingly, his 2013-2015 performance units were prorated pursuant to the terms of the award agreement.
(2)	Neither Mr. St. George nor Mr. Chatkewitz received the 2013-2015 PSU grant.

 

All Other Compensation

 

Perquisites and Other Personal Benefits

 

We offer a limited amount of perquisites and other personal benefits to our named executive officers.NEOs. 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 named executive officers.NEOs. See “—Summary Compensation Table — All Other Compensation.”

 

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.

 

•■

Severance Benefits.In the event of a change in control, post-employment severance benefits for our named executive officersNEOs are provided through our Executive Change in Control Severance Plan (the “Executive Plan”) andor our Amended and Restated 2002 Stock Incentive Plan or 2011 Incentive Compensation Plan(the “2011 Plan”) and our 2020 Omnibus Equity Incentive Plan (the “Omnibus Plan”), as applicable. Our Executive Plan is intended to ensure stability within the Company during a period of uncertainty resulting from the possibility of a change in control of the Company by providing incentives for certain designated crewmembers, including our named executive officers,NEOs, to remain in our employ. See “—Agreements Governing Termination,” “—Agreements Governing a Change in Control,”Control” and “—Potential Payments Upon Termination or Change in Control” below. Otherwise, severance benefits are provided to departing executives on a case-by-case basis.

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Retirement Benefits.Our executive officers may participate in our 401(k) defined contribution retirement plan provided to substantially all other U.S. crewmembers and do not receive special retirement plans or benefits. For our executive officers as well as all other participating crewmembers, we match employee contributions under this plan 100% up to 5% of eligible earnings, subject to all applicable regulatory limits, and the match vests over five3 years. Our award agreements under the Incentive Compensation2011 Plan were amended in 2014 to include retirement provisions for retirement eligible crewmembers, which provide for either accelerated or continued vesting of RSUs and PSUs. Our stockholders approved the Omnibus Plan in May 2020, to replace the expring 2011 Plan; retirement benefits are the same.

 

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Tax ImpactsConsiderations

 

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 or(the “Code”), the Code, generally disallows a tax deduction for annual compensation in excess of $1,000,000 paid per year to each of our Chief Executive Officer and our three most highly paid othernamed executive officers (other than our Chief Financial Officer). Qualifying “performance-based compensation” is not subjectlimited to this deduction limitation if certain requirements are met. With regard to equity incentive plan compensation awards made in 2015, we intend to generally structure our compensation programs such that amounts payable under these programs are not subject to$1 million. Although the deduction limitationsCompensation Committee considers the impact of Section 162(m). However,, it believes that stockholder interests are best served by not restricting the Committee reserves the right to design programs that are intended to accomplish a full range of compensation objectives important to our success, even where the compensation paid under such programs may not be exempt from the deduction limitations of Section 162(m). For 2015, due toCompensation Committee’s discretion and flexibility in crafting the Company’s net operating loss carryforwards, the limitation on ourexecutive compensation deduction resulted in no significant income tax obligation.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 uponin connection with a change in control if the payments received by them equal or exceed an amount generally approximating three times their average annual compensation. The excise tax ismay be imposed on all such payments generally exceeding one time an individual’s average annual compensation. A company will also lose its tax deduction for such “excess parachute payments”. As discussed under “Payments upon a Change in Control-Executive Change in Control Plan,payments.” below,In approving the Executive Plan providescompensation arrangements for tax “gross-up” payments to our named executive officers to coverNEOs, the Compensation Committee will consider all elements of the cost to the Company of thisproviding 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 tax.taxes under Section 4999 of the Code when it believes that such arrangements are appropriate to attract and retain executive talent.

 

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