Dawn Southerton
JETBLUE AIRWAYSAbout Dawn Southerton
Vice President, Controller and Principal Accounting Officer at JetBlue since December 11, 2023; she oversees accounting, accounts payable, credit card fraud, payroll and tax, reporting to CFO Ursula Hurley . Age 56 as of February 12, 2024, with prior senior finance roles at PepsiCo, and earlier career at KPMG, TransCanada Pipeline, Heinz, and Neiman Marcus; she signs JetBlue’s SEC filings as Principal Accounting Officer, underscoring internal control and reporting accountability . Company performance context across her tenure: revenue declined year-over-year in FY 2024 while EBITDA also decreased; details below (values from S&P Global where noted) *.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PepsiCo (Pepsi Beverages Company) | Vice President & Controller | Not disclosed | Led controllership at a large-scale beverages unit, bringing “financial acumen” and change leadership experience . |
| KPMG | Early career in public accounting | Not disclosed | Built foundation in audit and accounting standards . |
| TransCanada Pipeline | Finance roles | Not disclosed | Energy-sector finance and controllership exposure . |
| Heinz | Finance roles | Not disclosed | Consumer staples financial operations experience . |
| Neiman Marcus Group | Finance roles | Not disclosed | Retail finance and controls experience . |
External Roles
- No public company directorships or committee roles disclosed; primary role is Principal Accounting Officer signing SEC filings (10-Q and 8-K) .
Fixed Compensation
- Individual base salary, target bonus %, and actual bonus paid for Ms. Southerton are not disclosed in JetBlue’s proxy as she is not a Named Executive Officer (NEO). Company compensation governance highlights include no tax gross-ups, no hedging/pledging, clawback policy, and minimum one-year vesting for equity awards .
Performance Compensation
JetBlue’s enterprise executive LTI framework (2024–2026) combines RSUs and PSUs with the following metrics and vesting constructs:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Absolute Pre‑Tax Margin (non‑GAAP) | 50% | Specific numeric targets not disclosed | Not disclosed | Not disclosed | PSUs measured over three years . |
| Free Cash Flow (non‑GAAP) | 25% | Specific numeric targets not disclosed | Not disclosed | Not disclosed | PSUs measured over three years . |
| Relative Total Shareholder Return (TSR) | 25% | Threshold 25th pct., Target 50th pct., Max 90th pct. | Not disclosed | Capped at 100% of target when absolute TSR is negative | PSUs measured over three years . |
- RSUs: time-based, vest in three equal annual installments from grant date, contingent on continued employment .
- Clawback: adopted October 2, 2023; covers erroneously awarded compensation and misconduct-related recovery up to three years prior to a covered event .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership & recent activity | On Feb 21, 2025, RSUs vested with 9,934 shares acquired (code M), and 4,108 shares withheld for taxes (code F) at ~$7.24; transactions reported Feb 24, 2025 on Form 4 . |
| Hedging/pledging | Prohibited for all employees and directors under insider trading policy . |
| Stock ownership guidelines | CEO 6x base salary; other executives 2x base salary; includes post-tax holding requirements; compliance monitored . |
| Alignment signals | RSU net share withholding for taxes indicates administrative settlement rather than open-market selling pressure . |
Employment Terms
- Role and authority: Principal Accounting Officer; signs SEC filings (8-K and 10‑Q), indicating responsibility for disclosure controls, financial reporting integrity, and SOX-related certifications alongside CEO/CFO certifications .
- Change‑of‑control and equity plan features: Double‑trigger in equity plans; no single‑trigger; no repricing without shareholder approval .
- Clawback policy: As above; discretionary recovery mechanisms include award cancellation and repayment .
- Non‑compete/other contractual terms: Individual employment agreement terms for Ms. Southerton are not disclosed in public filings; JetBlue maintains standard confidentiality and insider trading policies .
Company Performance Context (Revenue and EBITDA)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue (USD) | $9,008,000,000* | $8,617,000,000 |
| EBITDA (USD) | $526,000,000* | $490,000,000* |
Values retrieved from S&P Global.*
Additional Governance & Compensation Policies
- Executive compensation structure emphasizes performance-based pay, multiple metrics, clawbacks, capped incentives, and limited perquisites; double‑trigger change‑in‑control, no hedging/pledging, no tax gross‑ups .
- Stockholder oversight: Majority voting, proxy access, special meeting rights; historical say‑on‑pay approval strong (95.9% in 2020) .
Investment Implications
- Alignment: RSUs vest over three years with PSU metrics tied to profitability, FCF, and relative TSR, plus clawback enforcement and prohibitions on hedging/pledging—strong alignment and risk controls for a key accounting executive .
- Selling pressure: Recent Form 4 shows tax withholding on RSU vesting rather than discretionary selling—neutral for insider selling pressure signals .
- Retention risk: While individual pay terms are undisclosed, standard JetBlue ownership guidelines and multi‑year vesting support retention; lack of disclosed personal severance/CIC economics reduces visibility into exit costs .
- Execution risk: As Principal Accounting Officer, Southerton’s role in controls and reporting is critical; continued signatures on Q2/Q3 2025 filings indicate ongoing accountability during a period of revenue and EBITDA pressure *.