Joanna Geraghty
JETBLUE AIRWAYSAbout Joanna Geraghty
Joanna Geraghty is Chief Executive Officer of JetBlue Airways (since Feb 12, 2024) and a director on the Board; she previously served as President & COO (2018–2024) and joined JetBlue in 2005 after a legal career at Holland & Knight . She holds a B.A. (College of the Holy Cross), M.A. in International Relations (Syracuse Maxwell), and J.D. (Syracuse Law) . In 2024 (her first year as CEO), JetBlue launched the JetForward plan and reported: a 6‑point YoY improvement in on‑time arrivals, NPS up nearly 10 points vs 2023, $190M structural cost savings, >$3B strategic financings, and ~$3B capex deferrals; company TSR value of a $100 investment ended 2024 at $42 (vs peer index $61) and GAAP pre‑tax margin of -9.7% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| JetBlue Airways | President & Chief Operating Officer | 2018–2024 | Ran operations and commercial performance; led COVID recovery and operational reliability initiatives . |
| JetBlue Airways | EVP, Customer Experience | 2014–2018 | Led Airports, Customer Support, Inflight service . |
| JetBlue Airways | EVP, Chief People Officer | 2010–2014 | Led human capital and culture programs . |
| JetBlue Airways | VP & Associate General Counsel; Director of Litigation & Regulatory Affairs | pre‑2010 | Built legal/regulatory foundations supporting growth . |
| Holland & Knight | Partner (prior) | pre‑2005 | Litigation/regulatory expertise prior to joining JetBlue . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| L3Harris Technologies (NYSE: LHX) | Director | Current | Public company directorship . |
| Concern Worldwide | Chairperson of the Board | Current | International non‑profit leadership . |
| JetBlue Foundation | Director (prior) | Prior | Non‑profit affiliate involvement . |
Fixed Compensation
- CEO employment agreement (effective Feb 12, 2024): base salary $700,000; target annual bonus 175% of base; equity awards under Omnibus Plan; severance eligibility via JetBlue Severance Plan .
- 2024 base pay change: increased from $650,000 (as President/COO) to $700,000 upon promotion to CEO .
Multi‑year compensation (SEC Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 620,000 | 647,917 | 694,508 |
| Bonus ($) | — | 1,724,917 | 385,417 (includes 2024 RA $110,417 and Spirit RA $275,000) |
| Stock Awards ($) | 849,992 | 5,574,982 | 3,737,498 |
| Non‑Equity Incentive Comp ($) | 979,500 | 1,018,200 | 1,917,000 (includes 2024 AIP and PCA payout) |
| All Other Comp ($) | 18,676 | 27,981 | 22,885 |
| Total ($) | 2,468,168 | 8,993,997 | 6,757,308 |
Notes: 2023 includes one‑time/special items; 2024 Bonus column includes pandemic‑era retention award (RA) and Spirit‑related cash per footnote .
Performance Compensation
2024 Annual Incentive Plan (AIP) design and outcomes:
- Targets (as % of salary): CEO 175% (prorated 150%/175% for 2024); payout capped at 100% of target after low 2024 SOP vote .
- Metrics and weights: Absolute Pre‑Tax Margin (25%), Controllable Costs (25%), Customer Index (Crewmember WOW, On‑Time Performance, Completion Factor) (50%); 1H/2H split for 2024 .
- Resulting payout for CEO: $1,204,000 (cap applied) .
H1 FY2024 metric performance:
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Absolute Pre‑Tax Margin | 12.5% | -10.0% | -3.5% | 0.1% | -3.2% | 108.3% |
| Controllable Costs (YoY %) | 12.5% | 8.7% | 7.8% | 6.7% | 5.4% | 200.0% |
| Customer Index (total) | 25.0% | Index | Index | Index | — | 160.5% |
| • Crewmember WOW | 8.33% | 36.8 | 41.6 | 44.0 | 43.9 | 195.8% |
| • On‑Time Performance | 8.33% | 64.6% | 69.8% | 75.0% | 73.3% | 159.1% |
| • Completion Factor | 8.33% | 97.3% | 98.6% | 99.4% | 98.7% | 126.6% |
H2 FY2024 metric performance:
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Absolute Pre‑Tax Margin | 12.5% | -6.0% | -1.4% | 4.7% | -3.3% | 58.7% |
| Controllable Costs (YoY %) | 12.5% | 9.5% | 6.3% | 5.3% | 7.8% | 45.2% |
| Customer Index (total) | 25.0% | Index | Index | Index | — | 160.4% |
| • Crewmember WOW | 8.33% | 37.0 | 43.0 | 46.1 | 46.5 | 200.0% |
| • On‑Time Performance | 8.33% | 64.7% | 70.1% | 75.1% | 75.5% | 151.2% |
| • Completion Factor | 8.33% | 97.1% | 98.3% | 99.0% | 98.6% | 129.9% |
2024 Long‑Term Incentive (LTI) program:
- Mix: 50% RSUs (3‑year ratable vesting), 50% PSUs (3‑year; metrics: Absolute Pre‑Tax Margin 50%, Free Cash Flow 25%, Relative TSR 25%, with TSR cap if absolute TSR negative) .
- CEO 2024 target LTI $3,250,000; 2024 award sized at RSUs $1,868,750 and PSUs $1,868,750 (total $3,737,500) .
- 2022 Performance Cash Awards (PCA) for 2022–2024 cycle paid at 62% of target; CEO received $713,000 .
Historical/special awards:
- Special CEO retention award granted June 22, 2023: 245,700 RSUs, $1,999,998 grant‑date value; vest May 31, 2026; pro‑rata vest if terminated without cause/good reason after first anniversary .
- 2021–2022 pandemic retention awards (cash) settled in 2024 and Feb 2025: CEO amounts $110,417 each year .
- 2023 Spirit transaction incentives: cash (25%) paid May 2024; RSUs (50%) vesting in April 2025; PSUs (25%) forfeited at deal termination .
Equity Ownership & Alignment
- Beneficial ownership (3/21/2025): 520,096 common shares; total stock‑based holdings 1,878,442 (includes RSUs/PSUs/DSUs as applicable); <1% of outstanding . Total shares outstanding: 354,339,854 (3/21/2025) .
- Stock ownership guidelines: CEO required to hold 6x base salary; executives either met or were within the compliance window as of 12/31/2024 .
- Hedging/pledging: prohibited for executive officers and directors; no margin/pledging allowed .
- Clawback: policy adopted Oct 2, 2023 to recover erroneously awarded compensation; discretionary recovery for misconduct, policy breach, embezzlement causing material harm .
Outstanding unvested equity at 12/31/2024:
| Award | Grant date | Unvested units (approx) | Vesting/settlement |
|---|---|---|---|
| RSU | 2/23/2022 | 18,519 | 3‑year ratable (2022 grant) . |
| RSU/PSU | 4/11/2023 | 141,443 RSUs; 88,402 PSUs (threshold at 12/31/24) | RSUs ratable; PSUs 3‑yr cliff (2023–2025) . |
| RSU (special) | 6/22/2023 | 245,700 | 3‑year cliff (to 5/31/2026) . |
| RSU | 2/22/2024 | 278,502 | 3‑year ratable . |
| PSU | 4/22/2024 | 262,834 (target) | 3‑year cliff (2024–2026) . |
Director compensation (for employee director): No additional pay for Board service; applies to Ms. Geraghty as CEO‑director .
Employment Terms
- CEO Employment Agreement (Feb 11, 2024; effective Feb 12, 2024): 4‑year term (earlier termination per terms); base $700,000; target bonus 175%; annual equity eligibility; severance if terminated without cause/for good reason per Severance Plan; customary confidentiality, non‑compete, non‑solicit, and non‑disparagement .
- Severance Plan (non‑CIC): for CEO level, two years’ salary; pro‑rated average bonus; 11 months continued RSU vesting; COBRA/outplacement; flight benefits; committee discretion on PSU acceleration .
- Change‑in‑Control (double‑trigger) plan: two years’ salary plus 2x target bonus; pro‑rated target bonus; 18 months COBRA reimbursement; flight benefits; equity acceleration per Omnibus Plan (PSUs generally at target upon CIC‑trigger); 280G “best‑net” cutback (excise tax gross‑up eliminated in 2023) .
Illustrative potential payments (as of 12/31/2024):
| Scenario | Cash multiple (base + bonus) | Pro‑rata/target bonus | RSUs accel/continue ($) | PSUs accel ($) | Other | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause / good reason (non‑CIC) | 1,400,000 | 998,850 | 2,918,108 | — | 173,947 | 5,490,905 |
| Death/Disability | — | — | 6,005,865 | 1,616,752 | 110,417 | 7,733,034 |
| CIC + qualifying termination (double‑trigger) | 3,850,000 | 1,225,000 | 6,005,865 | 3,455,547 | 83,222 | 14,619,634 |
Board Governance
- Board service: Appointed to Board effective Feb 12, 2024; current committee: Airline Safety (member). Technology Committee membership noted at appointment; Technology Committee and ESG Subcommittee dissolved in early 2025 with responsibilities shifted to full Board/Audit/G&N .
- Independence/leadership: Ms. Geraghty is the sole non‑independent director; Board maintains an independent Chair (Peter Boneparth) and separate CEO/Chair roles; independent directors meet in regular executive sessions .
- Attendance: All directors attended ≥75% of Board/committee meetings in 2024; all directors attended 2024 annual meeting .
- Director comp (structure): cash retainer $80k; equity $135k; chair and committee fees; travel benefits; but employee directors (CEO) receive none .
Dual‑role implications:
- CEO and Director dual role mitigated by independent Chair, 12/13 directors independent, quarterly executive sessions, and robust committee independence; reduces concerns about board independence and CEO oversight concentration .
Compensation Structure Analysis
- Mix and at‑risk orientation: >85% of CEO 2024 target comp “at risk”; shift to 50/50 RSU/PSU mix (from RSU‑heavy prior year) increases performance leverage .
- AIP discipline: 2024 AIP capped at 100% amid low SOP vote; 2025 AIP moved to full‑year measurement .
- One‑time awards transparency: Pandemic RAs and Spirit transaction incentives disclosed in detail; no new pandemic/transaction awards intended; special 2023 CEO retention RSU award disclosed with vesting and forfeiture terms .
- LTI performance metrics strengthened: Addition of Relative TSR with negative TSR cap; focus on Pre‑Tax Margin and Free Cash Flow aligns with JetForward financial discipline .
- Governance protections: Clawback policy; hedging/pledging ban; no option repricing without shareholder approval; no executive‑only retirement plans .
Equity Ownership & Pledging
- Beneficial ownership: 520,096 common shares; total stock‑based 1,878,442; ownership <1% of common stock .
- Pledging/hedging: prohibited for executives and directors .
- Guidelines: CEO 6x salary; executives compliant or within time window as of 12/31/2024 .
Performance & Track Record
- 2024 operational/financial execution under CEO: on‑time arrivals +6 pts vs 2023; NPS up nearly 10 pts; $190M structural cost savings; >$3B strategic financing; ~$3B capex deferrals; reoriented network, product, loyalty, and cost base under JetForward .
- Pay vs Performance disclosure: 2024 TSR value of $100 investment = $42 (peer group $61); GAAP pre‑tax margin -9.7%; net loss $(795)M .
Compensation Committee & Peer Benchmarking
- Compensation Committee: Chair Teri McClure; independent consultant Pay Governance (no conflicts) .
- Peer group for executive comp: Delta, American, United, Southwest, Alaska, Spirit, Frontier; Hawaiian removed after acquisition .
- Say‑on‑Pay engagement: Low 2024 SOP support; targeted outreach to holders of ~76% of shares; engaged with ~59%; program changes implemented; enhanced disclosure .
Related Party / Governance Items
- Icahn Agreement (2/16/2024): Added two Icahn designees; standstill and ownership thresholds governing Board seats; rights‑plan threshold commitments; standard voting/standstill provisions .
- Related‑party policy and Audit Committee oversight in place; no other related person transactions disclosed .
Director‑Specific Disclosures
- Committee roles: Airline Safety member; not a committee chair .
- Independence status: Not independent (as CEO) .
- Board Chair structure: Independent Chair retained; explicit rationale for separation and continuity .
Employment Economics Summary (Severance/CIC)
| Element | Non‑CIC termination (w/o cause/good reason) | CIC + qualifying termination |
|---|---|---|
| Cash severance | Two years’ salary; bonus based on average of last two years (pro‑rated) | Two years’ salary + 2x target bonus; pro‑rated target bonus . |
| Equity | 11 months continued RSU vesting; PSUs discretionary | RSUs/PSUs accelerated per Omnibus (PSUs generally at target) . |
| Benefits | COBRA reimbursement; flight benefits; outplacement | 18 months COBRA reimbursement; flight benefits; 280G “best‑net” cutback . |
Investment Implications
- Alignment and retention: CEO holds meaningful unvested RSUs/PSUs with multi‑year vesting and rigorous LTI metrics (Pre‑Tax Margin, FCF, Relative TSR), plus strict hedging/pledging bans and a robust clawback—strong alignment and retention profile .
- Pay discipline and shareholder responsiveness: 2024 AIP capped; LTI mix shifted toward performance units; enhanced disclosure; elimination of excise tax gross‑up—signals improved governance and reduced headline risk after low SOP vote .
- Potential selling pressure: Significant RSU cliffs/ratable vests (notably 245,700 special RSUs vesting 5/31/2026) could create scheduled supply; however, ownership guidelines require continued holdings, moderating near‑term overhang .
- Execution risk vs. upside: 2024 TSR underperformed peer index; JetForward shows early operating progress (reliability, NPS, cost saves/liquidity). Incentive metrics prioritize profitability/cash, making compensation outcomes sensitive to turning the margin/FCF corner—watch 2025–2026 PSU trajectory and AIP outcomes .
Data sources: JetBlue’s 2025 DEF 14A and CEO succession 8‑K (Jan 8, 2024), as cited throughout.