Sector: Industrials
JETBLUE AIRWAYS CORP · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
10
Say on Pay
FOR
Auditor
FOR
Election of Directors
Against Analysis
Mr. Boneparth has served since 2008, meaning his entire tenure overlaps with JetBlue's severe stock underperformance; the stock has fallen 36.3% over three years while the airline peer group gained 9.8% on average — a gap of 46.1 percentage points, well above the 20-point trigger threshold for negative absolute TSR — and the five-year record is similarly poor, so the 5-year mitigant does not apply.
Mr. Ford joined in 2021, so his tenure fully overlaps the three-year underperformance window; JetBlue's stock is down 36.3% over three years versus a peer median gain of 9.8%, a 46.1 percentage-point gap that far exceeds the 20-point trigger, and the five-year comparison is also below the threshold, so no mitigant applies.
Ms. Geraghty became a director in 2024 (within 24 months of the 2026 meeting), which would normally exempt a new director from the TSR trigger under policy; however, as the sitting CEO she bears primary accountability for the company's financial and operational performance during her tenure, and JetBlue's stock has declined sharply while peers have recovered — shareholders should weigh this context carefully, but on balance the new-director exemption applies and the formal vote is FOR on the TSR trigger alone, though her executive accountability is noted.
Ms. Jewett has served since 2011, so her long tenure fully covers the underperformance period; JetBlue's three-year stock return of -36.3% trails the peer median by 46.1 percentage points, far exceeding the 20-point trigger, and the five-year relative performance is also below the threshold, so the long-term mitigant does not rescue this vote.
Mr. Leduc has served since 2020, meaning his full tenure overlaps with the three-year underperformance window; the 46.1 percentage-point gap between JetBlue's -36.3% three-year return and the peer median of +9.8% far exceeds the 20-point trigger, and the five-year picture does not clear the bar either.
Ms. McClure has served since 2019, so her tenure fully covers the three-year and five-year underperformance periods; with a 46.1 percentage-point three-year performance gap versus the airline peer group and no improvement in the five-year window, the TSR trigger fires and the 5-year mitigant does not apply.
Mr. Mittal has served since 2022, so his tenure covers the full three-year measurement window; the 46.1 percentage-point gap between JetBlue's return and the peer median exceeds the 20-point trigger threshold, and while he joined more recently than the longest-tenured directors, he has been on the board long enough that the trigger applies.
Ms. Robb O'Hagan has served since 2018, meaning her full tenure overlaps with both the three-year and five-year underperformance windows; the stock has lost 36.3% over three years while the peer group gained nearly 10%, a gap of 46.1 points that far exceeds the policy trigger, and there is no long-term mitigant.
Mr. Sharma has served since 2019, so his tenure spans the entire underperformance period; JetBlue's three-year stock return trails the airline peer median by 46.1 percentage points — more than double the 20-point trigger threshold — and the five-year record provides no relief.
Mr. Winkelmann has served since 2013, one of the longest-tenured directors on the board, and his tenure fully encompasses the severe underperformance period; with a 46.1 percentage-point three-year gap versus peers and a comparably poor five-year record, both the primary trigger and the long-term check point to an AGAINST vote.
For Analysis
Mr. Lynn was appointed in May 2024, which falls within the 24-month new director exemption under the policy, so the TSR underperformance trigger does not apply; he receives a FOR vote.
Mr. Menke joined the board in May 2024, placing him within the 24-month new director exemption, so the TSR underperformance trigger does not apply; he receives a FOR vote.
Mr. Miller was appointed in May 2024, which falls within the 24-month new director exemption under the policy, so the TSR underperformance trigger does not apply; he receives a FOR vote.
Of the 13 nominees, 9 receive an AGAINST vote and 4 receive a FOR vote. The AGAINST votes are driven by JetBlue's severe three-year stock underperformance: the stock is down 36.3% over three years while the disclosed airline peer group (Delta, American, United, Southwest, Alaska, Spirit, Frontier) returned a median of +9.8%, a gap of 46.1 percentage points that far exceeds the 20-point trigger threshold applicable when absolute TSR is negative. The five-year record is equally poor (JBLU -78.6% vs peer median -41.5%, a 37.1pp gap), so the 5-year mitigant does not rescue any of these directors. The four directors who joined in May 2024 — Ms. Geraghty (as a director), Mr. Lynn, Mr. Menke, and Mr. Miller — fall within the 24-month new-director exemption and receive FOR votes; however, shareholders should note that Ms. Geraghty as CEO bears broad executive accountability for this performance period regardless of her formal board tenure start date.
CEO
Joanna Geraghty
Total Comp
$5,191,318
Prior Support
84%%
CEO total compensation of $5.19 million is reasonable for the role given JetBlue's market cap of $1.7 billion and the airline sector context, and does not appear to exceed benchmarks by a concerning margin. The prior year say-on-pay received 84% support — well above the 70% threshold — so no responsive-action concern applies. The pay structure is appropriately weighted toward variable pay (the proxy states over 85% of CEO target compensation is at-risk), incentive metrics include multi-year performance stock awards tied to pre-tax margin, EBIT improvement, and relative TSR, and a meaningful clawback policy is in place; while JetBlue's stock performance has been poor, the 2025 annual incentive paid out at only 90% of target reflecting below-threshold operating margin results, which demonstrates the incentive plan is actually working to reduce pay when the company underperforms.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,642,000
Non-Audit Fees
$133,000
The non-audit fees (audit-related fees of $85,000 plus tax fees of $48,000, totaling $133,000) represent approximately 5% of audit fees of $2,642,000, well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy. No material restatements are noted. EY is a Big 4 firm fully adequate for a company of JetBlue's size and complexity.
The 2026 JetBlue annual meeting presents a ballot where the most significant concern is the board's inability to deliver shareholder returns: the stock has fallen 36.3% over three years while the disclosed airline peer group returned nearly 10% on average, triggering AGAINST votes for 9 of 13 director nominees under the TSR underperformance policy. The Say-on-Pay and auditor ratification proposals both pass their respective policy screens cleanly — executive pay structure shows genuine at-risk design and the annual bonus appropriately paid below target given operating losses, while EY's fee ratio is well within independence bounds.
7 companies disclosed in 2026 proxy filing
