Carol Clements
JETBLUE AIRWAYSAbout Carol Clements
Carol Clements is JetBlue’s Chief Digital and Technology Officer, appointed in April 2021 after serving as CTO at Pizza Hut and spending 11 years in technology leadership roles at Southwest Airlines . She is age 49 (as of Feb 14, 2025) and leads digital, data, and technology strategy and execution for JetBlue . In 2024, her individual performance assessment highlighted execution of JetBlue’s technology strategy, digital enhancements for customer service and operational efficiency, and strengthening of the company’s technology infrastructure to support crew operations . Pay-for-performance linkage is reinforced by (a) an annual incentive plan tied 75% to financial/operational metrics and 25% to individual goals (capped at 100% of target for 2024) and (b) a 2024–2026 PSU program weighted to Absolute Pre‑Tax Margin (50%), Free Cash Flow (25%), and Relative TSR (25%), with TSR payouts capped at 100% if absolute TSR is negative .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Pizza Hut | Chief Technology Officer | Prior to 2021 | Oversaw e‑commerce channels, restaurant & delivery technology, and data & analytics |
| Southwest Airlines | Technology leadership roles | 11 years | Held a variety of leadership roles across airline technology |
External Roles
No external public company board roles or committee positions were disclosed for Clements in JetBlue’s executive officer bios and 2025 proxy documents reviewed .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 513,750 | 528,750 | 530,000 |
| Target Bonus (% of Salary) | 60% | — | 70% |
| Actual Annual Cash Incentive ($) | 411,000 | 387,500 | 371,000 (capped at 100% of target) |
Notes:
- 2024 Non‑Equity total ($557,000) reflects $371,000 annual cash incentive plus a separate non‑equity plan payout of $186,000 (62% of a $300,000 award value), aligning with program results and the 2024 cap .
- No 2024 base salary adjustment was made for Clements; remained $530,000 .
Performance Compensation
Annual Incentive (2024 structure and outcome)
| Component | Weighting | Achievement | Payout treatment | Result for Clements |
|---|---|---|---|---|
| Financial & Operational | 75% | 131.8% | Company capped total AIP at 100% of target for 2024 | Contributed to capped payout |
| Individual Performance | 25% | 100% | Included in cap | Contributed to capped payout |
| Final Annual Incentive | — | — | Capped at 100% of target | $371,000 |
Additional non‑equity payout: Award value at grant $300,000; payout 62%; final $186,000 (programmatic non‑equity award) .
Long‑Term Incentives (awarded in 2024)
| Grant type | Grant date | Shares/Target (#) | Grant‑date fair value ($) | Vesting/Performance |
|---|---|---|---|---|
| RSU | 2/22/2024 | 94,262 | 632,498 | Time‑based RSUs vest in three equal annual installments on each anniversary of grant date, subject to continued employment |
| PSU (2024–2026) | 4/22/2024 | 72,784 target | 517,494 | 3‑yr performance cycle; metrics and weights: Absolute Pre‑Tax Margin (50%), Free Cash Flow (25%), Relative TSR (25%); Relative TSR payouts capped at 100% if absolute TSR is negative |
PSU performance metrics and weights:
- Absolute Pre‑Tax Margin, 50%
- Free Cash Flow, 25%
- Relative TSR, 25% (threshold 25th percentile, target 50th, max 90th; capped at 100% if absolute TSR negative)
Equity mix: 2024 LTI target $1,000,000 split as $632,500 RSUs and $517,500 PSUs (total $1,150,000 grant value at target) .
Equity Ownership & Alignment
Ownership snapshot (as of March 21, 2025)
| Measure | Value |
|---|---|
| Common stock beneficially owned (and acquirable within 60 days) | 166,806 shares |
| Total stock‑based holdings (incl. RSUs/PSUs not vesting within 60 days) | 605,221 shares |
| Percentage of class | <1% (asterisked in table) |
| Total outstanding shares (reference) | 354,339,854 (used to calculate group percentages) |
Outstanding equity awards (as of Dec 31, 2024)
| Grant date | Unvested RSUs (#) | Market value of unvested RSUs ($) | Unearned PSUs (#) | Market/payout value of unearned PSUs ($) |
|---|---|---|---|---|
| 02/23/2022 | 13,072 | 102,746 | — | — |
| 04/11/2023 | 70,722 | 555,875 | 35,361 | 277,934 |
| 04/27/2023 | 50,872 | 399,854 | — | — |
| 02/22/2024 | 94,262 | 740,899 | — | — |
| 04/22/2024 | — | — | 72,784 | 572,082 |
Stock vested in 2024
| Measure | 2024 |
|---|---|
| Shares acquired on vesting (#) | 58,440 |
| Value realized on vesting ($) | 384,446 |
Alignment policies:
- Stock ownership guidelines: CEO 6x base salary; other executives 2x base salary; 5 years to comply; counted holdings include common stock and vested/unvested RSUs (and DSUs for directors) .
- Compliance status: As of Dec 31, 2024, all NEOs met or exceeded the guidelines, or were within the requisite period to reach compliance .
- Hedging and pledging: Prohibited for executive officers and directors .
Employment Terms
Employment agreement status
- As of Dec 31, 2024, Clements had no individual employment agreement; her severance protections are provided under JetBlue’s Severance Plan and associated benefit plans .
Severance and change‑of‑control (CoC) economics (as of Dec 31, 2024)
| Scenario | Multiple of base + target bonus ($) | Pro‑rata annual bonus | RSU vesting ($) | PSU vesting ($) | All other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause / good reason (Severance Plan) | 530,000 | 399,250 | 1,027,504 | — | 36,712 | 1,993,466 |
| Death or disability | — | — | 1,799,374 | 561,789 | — | 2,361,163 |
| Qualifying termination after CoC (double trigger) | 1,802,000 | 371,000 | 1,799,374 | 1,127,949 | 55,364 | 5,155,688 |
Key plan terms and mechanics:
- Severance Plan salary continuation: based on title and years of service; for Clements, one (1) year of severance pay plus a pro‑rated bonus equal to the average of the last two annual bonuses; 11 months of continued RSU vesting post‑termination (for Clements, 130,726 RSUs for valuation purposes) .
- Death/disability: Pro‑rated vesting of RSUs and PSUs based on performance through the applicable period; for Clements, 228,928 RSUs and 71,474 PSUs used for illustrative valuation counts .
- Executive CoC Plan: Two (2) years of salary and 2x target bonus; pro‑rated target bonus for year of termination; COBRA reimbursement up to 18 months; outplacement; equity acceleration assumptions as disclosed; with 280G cut‑down if beneficial .
- Clawback: Company maintains comprehensive clawback policies for senior executives .
Performance & Track Record
- 2024 individual performance: Clements “successfully executed JetBlue’s technology strategy,” delivering digital enhancements for customer service and internal efficiency, and strengthening tech infrastructure to support crew members and service capabilities .
- Program response to investor feedback: For 2024, the Compensation Committee capped annual incentive payouts at 100% of target, and moved to a single full‑year measurement period for 2025 AIP to strengthen alignment with long‑term performance .
- LTI metric evolution: For the 2024–2026 PSU cycle, JetBlue replaced its ESG Performance Index with Relative TSR (25%) alongside Absolute Pre‑Tax Margin (50%) and Free Cash Flow (25%), with TSR capped at 100% if absolute TSR is negative—tightening pay‑for‑performance alignment .
Compensation Structure Analysis
- Mix shift and risk profile: 2024 equity awards consist of RSUs and PSUs (no options), with time‑based RSUs vesting over three years and PSUs on a three‑year performance cycle—balancing retention with rigorous financial/TSR outcomes .
- Discretion restraint: Despite above‑target formulaic financial/operational results (131.8%), the Committee capped AIP at 100% of target for 2024, reducing payout by $88,484 for Clements (from calculated $459,484 to $371,000) .
- Special cash/transaction elements: 2024 “Bonus” column for Clements included a $175,000 Spirit‑related transaction incentive (cash), distinct from the annual incentive .
Equity Overhang and Insider Selling Pressure
- Near‑term vesting supply: RSUs granted on 2/22/2024 (94,262 units) vest in three equal annual tranches, creating scheduled supply through 2027 (subject to continued employment) .
- 2024 realized vesting: 58,440 shares vested for Clements in 2024 ($384,446 value), indicating ongoing settlement of prior grants .
- Pledging/hedging: Prohibited for executives, which reduces forced‑sale risk from collateral calls or hedging programs .
Governance, Policies, and Alignment
- Ownership guidelines: Executives (other than CEO) must hold 2x base salary in company stock/RSUs; five years to comply; as of Dec 31, 2024, all NEOs were compliant or within the compliance window .
- Say‑on‑pay engagement: The Board and Compensation Committee undertook stockholder engagement following the 2024 vote and made responsive program changes (AIP cap; 2025 single‑period measurement) .
Investment Implications
- Alignment and discipline: High at‑risk pay via capped AIP and three‑year PSUs tied to Absolute Pre‑Tax Margin, FCF, and Relative TSR should keep incentives focused on profitability, cash generation, and shareholder returns; TSR capping under negative absolute TSR further tempers windfalls .
- Vesting overhang manageable: Scheduled RSU vesting and meaningful unvested PSU exposure (e.g., 72,784 target 2024 PSUs; additional 2023 cycles outstanding) create retention hooks but also predictable supply; 2024 vesting of 58,440 shares provides a baseline for potential selling pressure around vest dates .
- Retention risk moderate: No individual employment agreement; protection via Severance Plan (1x salary + pro‑rated bonus and continued RSU vesting) and 2x salary+bonus double‑trigger CoC coverage; total modeled CoC value of ~$5.16M offers meaningful, but not excessive, downside protection .
- Ownership alignment: Beneficial ownership (166,806 shares) and total holdings (605,221 shares) alongside 2x salary ownership guidelines and anti‑pledging policies support alignment with shareholders .
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