Marty St. George
JETBLUE AIRWAYSAbout Marty St. George
Marty St. George (age 59) rejoined JetBlue as President on February 26, 2024 and reports to the CEO; he holds a civil engineering degree from MIT and has 30+ years of airline commercial leadership across JetBlue, LATAM, Norwegian, US Airways, and United . In 2024, JetBlue’s TSR value of an initial $100 investment was $42 versus the peer airline index at $61, with GAAP pre‑tax margin of −9.7% and net loss of $795 million, framing the turnaround mandate under JetForward during his first year back . As President, his remit spans commercial functions (network, partnerships, revenue, loyalty, marketing), customer support, operational planning, corporate communications, and JetBlue Travel Products .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JetBlue Airways | EVP & Chief Commercial Officer; SVP Marketing & Commercial; VP Planning | 2006–2019 | Key architect of focus city strategy; led airline partnerships; oversaw brand and innovative product strategy . |
| LATAM Airlines Group | Chief Commercial Officer | 2020–2024 | Led commercial strategy at Latin America’s largest airline holding company . |
| Norwegian Air Shuttle | Interim Chief Commercial Officer | 2019 | Interim leadership stabilizing commercial operations . |
| United; US Airways | Marketing and network planning leadership roles | Not disclosed | Commercial leadership at legacy carriers; foundation for network and revenue management expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Airline Strategy Consulting Practice | Principal/Consultant | Not disclosed | Advised airlines and travel firms on commercial strategy; interim CCO engagements including Norwegian . |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary ($) | 625,000 | Set by offer letter; subject to annual review . |
| Target Bonus (% of Salary) | 125% | Offer letter guaranteed ≥ target for 2024 (no proration) . |
| Actual Annual Bonus Paid ($) | 781,250 | Committee capped AIP payouts at 100% for all NEOs . |
| Sign‑On Bonus ($) | 500,000 (two tranches of $250k) | Performance‑based; second tranche ~1 year after start; clawback if not employed through 2/15/2026 or deliverables unmet . |
Performance Compensation
Annual Incentive Program (AIP) – 2024 Structure and Outcomes
| Metric | Weight | H1 Actual Payout % | H2 Actual Payout % | Formulaic Funding | Committee Action | Final Payout Rule |
|---|---|---|---|---|---|---|
| Absolute Pre‑Tax Margin | 12.5% per half | 108.3% | 58.7% | 131.8% total | Capped all NEO bonuses at 100% of target | 100% cap applied . |
| Controllable Costs | 12.5% per half | 200.0% | 45.2% | — | — | — |
| Customer Index (Crewmember WOW, On‑Time, Completion) | 25% per half | 160.5% (components: WOW 195.8%, OTP 159.1%, CF 126.6%) | 160.4% (components: WOW 200%, OTP 151.2%, CF 129.9%) | — | — | — |
Long‑Term Incentives (LTI) – 2024 Grants
| Instrument | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs | 4/22/2024 | 140,646 | 999,993 | Time‑based; vest 1/3 annually on each anniversary of grant . |
| PSUs (Target) | 4/22/2024 | 140,646 target; 70,323 threshold; 281,292 max | 999,993 (at target) | 3‑year performance period (FY 2024–2026), cliff vest on 3rd anniversary (settlement post‑certification) . |
PSU Performance Metrics – 2024–2026 Cycle
| Metric | Weight | Design Details |
|---|---|---|
| Absolute Pre‑Tax Margin | 50% | Reinforces sustained profitability; non‑GAAP; thresholds undisclosed for competitive sensitivity . |
| Free Cash Flow | 25% | Focus on cash generation; non‑GAAP . |
| Relative TSR | 25% | Measured vs airline peer group; payouts capped at 100% if absolute TSR is negative over 3 years . |
2022 Performance Cash Awards (PCAs) – Company‑Wide Earnout (Context)
| Metric | Weight | Period | Achievement/Payout |
|---|---|---|---|
| Absolute Pre‑Tax Margin | 50% | 2022/2023/2024 | 2022: 186.7% → 31.1% payout; 2023/2024: 0% . |
| Relative Pre‑Tax Margin | 25% | Full cycle | 0% . |
| ESG Index and sub‑metrics | 25% | Full cycle | 123.7% aggregate → 30.9% payout; sub‑components detailed . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total JetBlue Holdings (incl. non‑voting units) | 554,655 units (Total), 85,147 shares beneficially owned and acquirable within 60 days; <1% of outstanding shares . |
| Outstanding RSUs (Unvested) at 12/31/2024 | 140,646 RSUs; market value $1,105,478 at $7.86/share . |
| Outstanding PSUs (Unearned, Target) at 12/31/2024 | 140,646 PSUs; payout value at target $1,105,478 at $7.86/share . |
| Next RSU Vesting Tranche | 46,882 RSUs per year (one‑third of 140,646), on each 4/22 anniversary . |
| Stock Ownership Guidelines | Executives: 2x base salary; 5 years to comply; post‑tax holding requirements; all NEOs met or were within compliance window as of 12/31/2024 . |
| Hedging/Pledging | Prohibited for executives and directors under Insider Trading Policy . |
| Clawback Policy | Adopted Oct 2, 2023; recovery of erroneously awarded compensation per Rule 10D‑1; discretionary recovery for misconduct within prior 3 years . |
Employment Terms
| Provision | Key Terms | Quantification (as of 12/31/2024) |
|---|---|---|
| Employment basis | At‑will; no individual employment agreement; offer letter governs comp terms . | — |
| Severance Plan (non‑CIC) | Eligible as Top Executive; cash severance based on level and service; pro‑rated average bonus; continued RSU vesting for 11 months; benefits . | Salary continuation: $625,000; pro‑rata/average bonus: $781,250; continued RSU vesting value: $368,493; all other comp/benefits: $162,669; Total: $1,937,412 . |
| Executive Change‑in‑Control Plan | Double trigger; benefits if terminated without cause or resign for good reason within 2 years post‑CIC; two years salary + 2x target bonus; pro‑rata target bonus; COBRA reimbursements; flight benefits; “best‑net” 280G cut‑back (excise tax gross‑up eliminated in 2023) . | Multiple of base + target bonus: $2,812,500; pro‑rata target bonus: $781,250; accelerated RSU: $1,105,478; accelerated PSUs assumed at target: $1,105,478; all other comp/benefits: $61,452; Total: $5,866,157 . |
| Indemnification | Standard form indemnification agreement . | — |
| Sign‑On Bonus Clawback | $500k at risk; clawback if not employed through 2/15/2026 or deliverables unmet; pro‑rated clawback for death/disability; second tranche ~1 year after start . | — |
Compensation Peer Group and Governance Context
- Peer benchmarking universe: Delta, American, United, Southwest, Alaska, Spirit, Frontier; Hawaiian excluded post acquisition by Alaska .
- Committee changes post 2024 say‑on‑pay: capped 2024 AIP at 100%; shifted STI to full‑year in 2025; LTI mix 50% RSUs/50% PSUs; added Relative TSR; enhanced disclosure .
Performance & Track Record
- 2024 individual outcomes cited: optimized route network toward higher‑margin routes; collaborated to launch JetBlue’s premium credit card in Q1 2025; initiated development of the first‑ever domestic first‑class product to broaden revenue mix .
- Company‑level context in 2024: operational reliability improved; new revenue initiatives ~$395M; structural cost savings $190M; strategic financing >$3B; aircraft CapEx deferrals ~$3B . TSR $42 vs peer $61; GAAP pre‑tax margin −9.7%; net loss −$795M .
Investment Implications
- Alignment: Significant at‑risk pay—2024 RSUs/PSUs totaling $2.0M, performance metrics weighted toward profitability, FCF, and Relative TSR; ownership guidelines (2x salary) and prohibition on hedging/pledging mitigate misalignment risk .
- Retention and selling pressure: Annual RSU tranches of 46,882 shares vest each April 22, creating potential liquidity events; PSU settlement expected post April 22, 2027 contingent on 2024–2026 performance, which may trigger incremental supply depending on payout; sign‑on second tranche timing around first anniversary also adds near‑term cash inflow .
- Change‑in‑control economics: Double‑trigger CIC package of ~$5.87M including accelerated equity suggests moderate turnover cost and could be relevant in strategic scenarios; “best‑net” 280G cut‑back reduces gross‑up optics .
- Pay‑for‑performance recalibration: 2024 AIP cap to 100% and 2025 STI redesign plus PSU mix/TSR cap indicate stronger linkage to shareholder returns; monitoring AIP and PSU achievement versus JetForward milestones is key for trading around comp events .