Jesse Lynn
JETBLUE AIRWAYSAbout Jesse Lynn
Independent director at JetBlue Airways since 2024; age 54. Lynn is General Counsel of Icahn Enterprises L.P. (since 2014) and COO of Icahn Capital LP (since April 2021). At JetBlue, he serves on the Audit, Governance & Nominating (joined 2025), and Finance (joined 2025) Committees; the Board has determined he is independent under Nasdaq standards, though he is not designated an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Enterprises L.P. | General Counsel | 2014–present | Legal and finance expertise |
| Icahn Capital LP | Chief Operating Officer | Apr 2021–present | Investment oversight/operations |
| Icahn Enterprises L.P. | Assistant General Counsel; Counsel | 2006–2014; 2004–2006 | Corporate legal roles |
| Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. | Associate (Business & Finance) | 2000–2004 | Transactional legal work |
| Gordon Altman Butowsky Weitzen Shalov & Wein | Associate (Corporate) | 1996–2000 | Corporate legal work |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Caesars Entertainment, Inc. | Director (current) | Not disclosed | Current public company board |
| JetBlue Airways Corporation | Director (current) | 2024–present | Independent director |
| Conduent Incorporated | Director (prior) | Apr 2019–Jun 2024 | Prior public board |
| Crown Holdings Inc. | Director (prior) | Dec 2022–Nov 2023 | Prior public board |
| Xerox Holdings Corporation | Director (prior) | Nov 2021–Sep 2023 | Prior public board |
| FirstEnergy Corp. | Director (prior) | Mar 2021–May 2023 | Prior public board |
| Cloudera, Inc. | Director (prior) | Aug 2019–Oct 2021 | Prior public board (sold) |
| Herbalife Nutrition Ltd. | Director (prior) | 2014–Jan 2021 | Prior public board |
| The Manitowoc Company, Inc. | Director (prior) | Apr 2015–Feb 2018 | Prior public board |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Lynn is independent; 12 of 13 nominees are independent; CEO is the only non-independent director . |
| Committees | Audit; Governance & Nominating (joined 2025); Finance (joined 2025) . |
| Financial expert status | Audit Committee financial experts: Leduc, Menke, Miller, Mittal, Jewett (not Lynn) . |
| Attendance | Board met 15 times in 2024; all directors attended at least 75% of Board and committee meetings; all attended 2024 annual meeting . |
| Committee activity (2024) | Audit (9); Governance & Nominating (6); Compensation (7); Airline Safety (4); Finance (8) meetings . |
| Leadership structure | Independent Board Chair; quarterly executive sessions of independent directors . |
| Committee restructuring | Technology Committee and ESG Subcommittee dissolved in early 2025; responsibilities shifted to full Board/Audit/G&N . |
Fixed Compensation
| Component (2024 structure) | Amount ($) |
|---|---|
| Annual base retainer (non-employee director) | 80,000 |
| Annual equity award (RSUs or DSUs; 1-year vest) | 135,000 |
| New director DSU grant (3-year ratable vest) | 35,000 |
| Committee membership fee – Audit | 15,000 |
| Committee membership fee – Comp, G&N, Airline Safety, Finance | 10,000 |
| Chair supplemental fees (various) | 10,000–20,000; Board Chair additional retainers 50,000 + 25,000 |
| Perquisites | Flight benefits; post-service travel benefits |
| Jesse Lynn – 2024 Director Pay | Amount ($) |
|---|---|
| Fees earned or paid in cash | 87,083 |
| Stock awards (grant-date fair value) | 169,996 |
| All other compensation (flight benefits) | 1,990 |
| Total | 259,069 |
Notes:
- Directors annually elect DSUs or RSUs; DSUs/RSUs vest after one year; DSUs settle six months after separation; new director DSUs vest over three years .
Performance Compensation
| Award Type | Grant Date | Units/Detail | Grant-date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| DSUs (new director + annual) | Jun 22, 2024 | 29,616 DSUs | Included in $169,996 total 2024 stock awards | DSUs vest after one year; settlement 6 months post-separation |
| DSUs (annual 2025) | Mar 10, 2025 | 22,094 DSUs | Not disclosed | Time-based award per standard director program |
Additional design:
- No stock options or performance-vested awards for directors disclosed; equity awards are time-based RSUs/DSUs .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Icahn Group nomination agreement | On Feb 16, 2024, JetBlue entered a Director Appointment and Nomination Agreement with Carl C. Icahn and affiliates; Board size increased to 13 and appointed Icahn designees Jesse Lynn and Steven Miller on May 17, 2024 . |
| Ownership thresholds & resignations | If Icahn Group beneficial ownership falls below 20,356,619 shares, one Icahn designee must resign; below 10,178,309 shares, both must resign . |
| Standstill & poison pill terms | Standstill applies while an Icahn designee serves; company won’t adopt a rights plan below 15% trigger unless exempting Icahn Group up to 15% while they own ≥16,963,849 shares . |
| Related-party status | Agreement approved and disclosed as related person transaction; Audit Committee reviews such transactions; no other related person transactions disclosed since Jan 1, 2024 . |
Potential governance signal:
- Lynn’s concurrent roles at Icahn Enterprises and Icahn Capital, together with the nomination agreement, reflect activist representation on the Board—supportive of financial discipline but a potential conflict vector the company mitigates via disclosure, independence determinations, and Audit Committee oversight of related-party matters .
Expertise & Qualifications
- Legal and finance expertise; senior leadership at Icahn Enterprises and Icahn Capital .
- Corporate governance and risk management experience; service on multiple public boards across industries .
- Not designated as an audit committee financial expert; committee service spans Audit, Governance & Nominating, and Finance .
Equity Ownership
| Date | Security | Amount Owned After Transaction | Source |
|---|---|---|---|
| Dec 31, 2024 | DSUs outstanding | 29,616 | 2024 Director Compensation footnote |
| Mar 10, 2025 | Deferred Stock Units (award) | 51,710 (post-award total) | Form 4 (filed Mar 12, 2025) |
Ownership alignment policies:
- Non-employee directors must hold JetBlue equity equal to 5x annual cash retainer ($400,000); DSUs/RSUs count; 5-year compliance window; as of Dec 31, 2024, all non-employee directors met or were within the requisite period .
- Hedging and pledging of company stock are prohibited for directors and officers .
Insider Trades (Form 3/4 summary)
| Filing Date | Transaction Date | Type | Security | Quantity | Post-Transaction Holdings | SEC Link |
|---|---|---|---|---|---|---|
| May 28, 2024 | May 17, 2024 | Form 3 | — | — | — | https://www.sec.gov/Archives/edgar/data/1158463/000094787124000539/0000947871-24-000539-index.htm |
| Jun 25, 2024 | Jun 22, 2024 | Award (Form 4) | Deferred Stock Units | 23,519 | 23,519 | https://www.sec.gov/Archives/edgar/data/1158463/000094787124000577/0000947871-24-000577-index.htm |
| Jun 25, 2024 | Jun 22, 2024 | Award (Form 4) | Deferred Stock Units | 6,097 | 29,616 | https://www.sec.gov/Archives/edgar/data/1158463/000094787124000577/0000947871-24-000577-index.htm |
| Mar 12, 2025 | Mar 10, 2025 | Award (Form 4) | Deferred Stock Units | 22,094 | 51,710 | https://www.sec.gov/Archives/edgar/data/1158463/000115846325000037/0001158463-25-000037-index.htm |
Governance Assessment
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Strengths for investor confidence:
- Independence affirmed; broad committee exposure (Audit, G&N, Finance) enhances oversight of financial reporting, governance, and capital planning .
- Strong board processes: independent Chair, quarterly executive sessions, robust annual board/committee evaluations with third-party facilitation in 2024 .
- Director pay structure is equity-heavy with DSUs/RSUs and strict stock ownership, hedging, and pledging policies to align interests .
-
Watch items / RED FLAGS to monitor:
- Activist designation: Lynn is an Icahn Group designee under a nomination agreement that includes board seat rights tied to ownership thresholds and standstill terms—appropriate disclosure mitigates, but continued monitoring of independence and related-party oversight is warranted .
- Audit Committee expertise: while Lynn serves on Audit, he is not among those designated as “audit committee financial expert,” placing more technical oversight weight on other members .
-
Attendance/engagement: Board and committee attendance across directors met company policy thresholds in 2024; onboarding and continuing education programs are established, supporting effective engagement by newer directors like Lynn .
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Perquisites: Standard airline flight benefits are provided to all directors; modest value reported for Lynn in 2024 ($1,990) .
Citations: SEC Form 4/3 URLs as listed in tables above.