Eileen McCarthy

About Eileen McCarthy

Eileen McCarthy is JetBlue’s General Counsel and Corporate Secretary since August 5, 2024, overseeing legal, ethics and compliance, ESG/sustainability, and board governance; she previously served at JetBlue (2006–2021) and most recently as SVP–Deputy General Counsel at UiPath Inc. . She holds a B.A. from Columbia University and a J.D. from Fordham University School of Law (Editor-in-Chief, Fordham International Law Journal), clerked for Hon. K. Michael Moore (S.D. Fla.), and is admitted to the New York Bar and the Eastern and Southern Districts of New York . Company performance context: FY 2024 revenue and EBITDA were modestly below FY 2023 as JetBlue executed its JetForward plan to restore profitability .

Values retrieved from S&P Global.*

Past Roles

External Roles

Fixed Compensation

• Specific compensation terms for McCarthy (base salary, target bonus, grant fair values) are not disclosed in public filings. She was not a Named Executive Officer in 2024; NEO-level figures in the proxy relate to other officers .

Performance Compensation

JetBlue’s executive incentive framework (context for senior officers, including General Counsel) emphasizes pay-for-performance with capped 2024 STI payouts and enhanced LTI rigor:

• 2024 Annual Incentive Plan metrics and weights (H1/H2 structure; capped at 100% of target for NEOs in 2024; moved to full-year measurement in 2025) :

• 2024–2026 LTI PSU metrics and weights (company-wide design) :

  • Absolute Pre-Tax Margin (50%), Free Cash Flow (25%), Relative TSR (25%; capped at 100% if absolute TSR is negative) .

• Governance features: clawback policy aligned with Rule 10D-1 and extended discretionary recovery provisions; minimum one-year vesting with majority over three years; no hedging or pledging; robust stock ownership guidelines (CEO 6x salary; other executives 2x salary) .

Equity Ownership & Alignment

• Initial RSU award filing: a Form 4 reporting McCarthy’s first RSU grant on October 22, 2024 was filed one day late (administrative timing), evidencing initial equity alignment in role transition .
• Stock ownership guidelines: Executives required to hold JetBlue equity equal to 2x base salary, with five years to comply; prohibited hedging and pledging under Insider Trading Policy .
• Vesting practice: equity awards under the Omnibus Plan generally vest over multi-year schedules; majority three-year vesting for RSUs; PSUs vest after three-year performance period .
• Beneficial ownership: The proxy’s executive/director ownership table does not list McCarthy’s share count; specific personal ownership amounts are not disclosed .

Employment Terms

• Appointment and scope: Appointed General Counsel and Corporate Secretary effective August 5, 2024; leads legal, ethics/compliance, ESG/sustainability, and board governance; reports to CEO .
• Severance/change-in-control framework (company-wide plans):
  • Severance Plan: cash severance based on job level and service; pro-rated average annual bonus; limited continued vesting of equity awards; COBRA and transition support; “Cause” tightly defined .
  • Executive Change in Control Plan: double-trigger benefits—two years of salary and 2x target bonus; pro-rated target annual bonus; 18 months COBRA reimbursement; flight benefits; 2023 amendment replaced excise tax gross-up with “best-net” cut-back .
  • Omnibus Plan CIC treatment: single-trigger acceleration only upon termination within one year post-CIC (double-trigger); PSUs typically settle at target or per Committee determination .

Compensation Peer Group (Benchmarking context)

• Airline peers used for executive market assessment: Delta, American, United, Southwest, Alaska, Spirit, Frontier; Hawaiian removed post acquisition by Alaska Air in Sep-2024. JetBlue does not target a specific percentile but monitors competitiveness .

Say-on-Pay & Shareholder Feedback (Program implications)

• 2024 Say-on-Pay received low support; JetBlue engaged holders representing ~59% of shares and implemented changes: capped 2024 STI at 100%, increased PSUs weight (50/50 RSU/PSU mix for most NEOs), added Relative TSR to LTI, enhanced disclosures .

Risk Indicators & Red Flags

• Section 16 compliance: one-day late Form 4 for McCarthy’s initial RSU grant; isolated administrative timing note .
• Hedging/pledging prohibited; clawback policy robust; no evergreen or repricing without shareholder approval; executive perquisites limited .

Investment Implications

• Alignment: McCarthy’s role includes stewardship of governance, disclosure, and risk—supported by ownership guidelines, clawback enforcement, and anti-hedging/pledging policies, which reduces misalignment risk .
• Retention: Initial RSU grant on role entry and standard multi-year vesting support continuity; absence of disclosed individual pay details limits granular pay-for-performance assessment for McCarthy, but the company-wide program has tightened performance linkages post 2024 SOP feedback .
• Execution risk: Legal leadership continuity (returning JetBlue alum) should aid JetForward execution (financing, cost, and balance sheet initiatives); ongoing compensation reforms may temper future shareholder concerns on pay .

Notes: Where individual compensation amounts for Eileen McCarthy are not disclosed, program-level policies and structures are cited. Revenue and EBITDA figures above provide company backdrop and were retrieved from S&P Global.*