Ellen Jewett
JETBLUE AIRWAYSAbout Ellen Jewett
Independent director at JetBlue since 2011; age 66. Chair of the Governance & Nominating Committee and member of the Audit and Finance Committees; designated an Audit Committee Financial Expert. Current role: Managing Partner at Canoe Point Capital (2015–present), with previous senior banking leadership at BMO Capital Markets (Head of U.S. Government & Infrastructure, 2010–2015) and more than 20 years at Goldman Sachs focused on airport infrastructure financing. Also serves on the board of Booz Allen Hamilton Holding Corporation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BMO Capital Markets | Managing Director, Head of U.S. Government & Infrastructure | 2010–2015 | Covered airports and infrastructure banking |
| Goldman Sachs & Co. | Public sector transportation head; previously head of airport finance | >20 years | Specialized in airport infrastructure financing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JetBlue Airways Corporation | Director; G&N Chair; Audit & Finance Member | Director since 2011 | G&N oversight (governance, succession, ESG, political contributions) |
| Booz Allen Hamilton Holding Corporation | Director | Current | Public company board service |
| Canoe Point Capital, LLC | Managing Partner | 2015–present | Early-stage social ventures |
| Brearley School | President of the Board | Through June 2018 | Board leadership |
| Children’s Aid (NYC) | Trustee | Current | Chair finance & treasurer |
| The Hastings Center | Trustee | Current | Non-profit governance |
Board Governance
- Committee assignments: Governance & Nominating (Chair), Audit, Finance; Audit Committee members are independent and financially literate; Jewett is an SEC-defined Audit Committee Financial Expert.
- Meetings held in 2024: Audit 9; Governance & Nominating 6. Full Board met 15 times in 2024.
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024.
- Independence: Board affirmatively determined Jewett (and all committee members) meets Nasdaq independence standards, including enhanced standards for audit and compensation committees.
- Ownership and retention: Non-employee directors must hold 5x annual cash retainer ($400,000) in JetBlue equity; as of Dec 31, 2024, all non-employee directors met or were within the compliance window.
- Hedging/pledging: Directors are prohibited from short sales, margin accounts, pledging JetBlue securities, and derivatives/hedging.
- Related-party oversight: Audit Committee reviews and approves related-person transactions under Item 404(a).
- Political contributions oversight: G&N Committee oversees company political contributions and lobbying.
Fixed Compensation
| Component (FY 2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 80,000 | Standard non-employee director retainer |
| Audit Committee membership fee | 15,000 | Member fee |
| Finance Committee membership fee | 10,000 | Member fee |
| Governance & Nominating Committee membership fee | 10,000 | Member fee |
| Governance & Nominating Committee Chair supplemental fee | 10,000 | Chair fee |
| Total fees earned or paid in cash | 125,000 | Actual cash paid to Jewett in 2024 |
| All other compensation (flight benefits) | 6,623 | Travel benefits customary in airline industry |
- Equity-award structure: Annual director equity of $135,000 in RSUs or DSUs; one-year vest; DSUs settle six months post-board departure.
- Mix for Jewett (FY 2024): Cash $125,000; Stock awards $134,998; Other $6,623; Total $266,621. Equity represented ~50.6% of total; cash ~46.9%; other ~2.5% (based on table values).
Performance Compensation
- No performance-based equity or bonus is disclosed for directors; annual director awards are time-based RSUs/DSUs with one-year vesting; no options or performance metrics indicated for director compensation.
Other Directorships & Interlocks
| Company | Listing | Role | Notes |
|---|---|---|---|
| Booz Allen Hamilton Holding Corporation | Public | Director | Cross-industry board; no JetBlue-related party transaction disclosed in Audit Committee scope; Board affirms independence under Nasdaq. |
Oversight mitigants: As G&N Chair and Audit member, Jewett participates in governance, succession planning, ESG oversight, political contributions, and related-party transaction review—key areas for managing potential conflicts.
Expertise & Qualifications
- Key skills: Aviation; Financial literacy/accounting; Corporate governance; Risk management; Finance/Capital; Infrastructure.
- Audit Committee Financial Expert designation under SEC rules.
Equity Ownership
| Holder | Common Stock Beneficially Owned | Total (incl. rights within 60 days) | % of Class | RSUs Outstanding | DSUs Outstanding |
|---|---|---|---|---|---|
| Ellen Jewett | 58,764 | 131,354 | <1%* | 20,119 | 50,496 |
| Notes | RSUs granted Feb 22, 2024; one-year vest; DSUs settle six months post-departure | DSUs outstanding as of Dec 31, 2024 | |||
| Sources | |||||
| Citations |
*Represents ownership of less than one percent. Hedging and pledging of JetBlue stock are prohibited for directors; company states all non-employee directors met or were within the required timeframe for ownership guidelines as of Dec 31, 2024.
Governance Assessment
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Strengths
- Deep infrastructure and aviation finance experience; valuable for airline capital planning and risk oversight.
- G&N Committee Chair and Audit Committee Financial Expert—strong governance credentials and financial oversight capability.
- Robust independence and anti-hedging/pledging policies; director ownership guidelines met or on track.
- Engagement: Board met 15 times; committees active (Audit 9; G&N 6); directors ≥75% attendance.
-
Potential watch items
- Airline industry travel benefits exist; modest value for Jewett ($6,623) but customary; monitor for any changes in perquisite practices.
- Cross-board role at Booz Allen (government contracting) increases network breadth; maintain vigilance on any future related-party interactions—Audit Committee has Item 404 oversight.
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Compensation alignment
- Director pay mix emphasizes equity (time-based RSUs/DSUs, deferred settlement for DSUs), supporting long-term alignment; no discretionary bonuses or options for directors disclosed.
-
Shareholder-friendly practices
- Majority voting in uncontested elections; formal clawback policy for officers; transparent political contributions policy under G&N oversight.