Nik Mittal
JETBLUE AIRWAYSAbout Nik Mittal
Independent director at JetBlue Airways since 2022 (age 53). President, Founder and Co‑Portfolio Manager of Molecule Ventures (environmental markets); partner and lead investor in Plankton Energy (community solar). Former partner at JANA Partners (2006–2018); earlier investment banking associate at Donaldson, Lufkin & Jenrette; Senior Fellow (Climate Policy & Innovation) at Environmental Defense Fund; Adjunct Professor of Finance at NYU Stern (taught “Valuing Investing Strategies”). Designated an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JANA Partners LLC | Partner | 2006–2018 | Directed investment research across multiple industries |
| Donaldson, Lufkin & Jenrette | Investment Banking Associate | Not disclosed | Capital markets experience |
| Environmental Defense Fund | Senior Fellow, Climate Policy & Innovation | Not disclosed | Energy/climate policy expertise |
| NYU Stern School of Business | Adjunct Professor of Finance | Not disclosed | Taught “Valuing Investing Strategies” |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Molecule Ventures LLC | President, Founder & Co‑Portfolio Manager | Not disclosed | Environmental markets investment firm |
| Plankton Energy LLC | Partner & Lead Investor | Not disclosed | Community solar developer |
Board Governance
- Independence: Board determined Mittal is independent under Nasdaq rules; also meets enhanced independence standards for audit and compensation committees .
- Committees: Audit Committee member; Finance Committee member .
- Audit committee financial expert (SEC definition) .
- Meeting attendance: In 2024, the Board met 15 times; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Board has an independent Chair (Peter Boneparth); quarterly executive sessions of independent directors .
- Committee workload context: 2024 meetings — Audit (9), Finance (8) .
- Committee structure changes: ESG Subcommittee and Technology Committee dissolved in early 2025; ESG oversight moved to Governance & Nominating; relevant technology/cyber oversight allocated to the full Board/Audit .
Fixed Compensation
| Component | Policy/Structure | Mittal 2024 Amount |
|---|---|---|
| Annual cash retainer | $80,000 (all non‑employee directors) | Included in total below |
| Committee membership fees | Audit $15,000; Finance $10,000; other standing committees $10,000 | Included in total below |
| Annual equity award | $135,000 in RSUs or DSUs (director‑elected); 1‑year vest; DSUs settle 6 months post‑separation | Included in total below |
| Chair premiums | Not applicable to Mittal | — |
| 2024 director compensation (actual) | Cash fees; equity grant; travel benefits (perquisite) | $105,000 cash; $134,998 stock awards; $12,530 other; total $252,528 |
Notes:
- 2024 equity grants included 20,119 DSUs or RSUs granted on February 22, 2024 to certain directors, including Mittal .
- Directors may choose RSUs (1‑year vest) or DSUs (1‑year vest; settlement deferred until six months after Board departure) .
Performance Compensation
Directors do not receive performance‑based incentives; equity is time‑based to align with shareholders.
| Equity Feature | Metric/Term | Details |
|---|---|---|
| Annual equity (RSUs/DSUs) | Grant value | $135,000 grant; 1‑year vest; DSUs defer settlement until six months after departure |
| 2024 grant (Mittal) | Shares (indicative) | 20,119 RSUs/DSUs granted on 2/22/2024 among named directors including Mittal; grant date fair value $134,998 |
| Ownership guideline | Requirement | Directors must hold 5× annual cash retainer ($400,000) in JetBlue equity; five‑year compliance window |
| Compliance status | As of 12/31/2024 | All non‑employee directors met or were within the required time period to meet the guideline |
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| JetBlue Airways Corporation | Director | Audit; Finance; Audit Committee Financial Expert |
- No other current public company directorships disclosed for Mittal .
- Icahn Group board nominees are Jesse Lynn and Steven Miller (appointed under the 2/16/2024 Director Appointment and Nomination Agreement); Mittal is not an Icahn designee .
Expertise & Qualifications
- Skills matrix: Corporate Governance; Financial Literacy/Accounting; Finance/Capital; Government/Public Policy .
- SEC “audit committee financial expert” designation .
- Professional background spanning activism‑oriented investing (JANA), capital markets (DLJ), climate policy (EDF), and academic finance (NYU Stern) .
Equity Ownership
| Holder | Common Stock Beneficially Owned and Shares with Right to Acquire within 60 Days | Total | % of Class |
|---|---|---|---|
| Nikhil (Nik) Mittal | 116,443 | 162,998 | <1% |
Additional alignment and restrictions:
- Outstanding director DSUs as of 12/31/2024: Mittal 24,461 DSUs (context among directors) .
- Hedging and pledging of JetBlue securities are prohibited for directors and executive officers .
- Director stock ownership guideline: $400,000; all non‑employee directors met or were within time to meet as of 12/31/2024 .
Governance Assessment
Strengths
- Financial oversight depth: Audit Committee member and SEC‑defined audit committee financial expert; complements Finance Committee role .
- Independence and attendance: Independent under Nasdaq rules; at least 75% attendance in 2024 Board/committee meetings; attended 2024 annual meeting .
- Pay alignment: Standardized cash/equity mix; equity delivered in RSUs/DSUs with vest/defer features; no director tax gross‑ups; travel benefits disclosed and modest .
- Ownership alignment and risk controls: Robust director ownership guideline ($400k), clawback policy for executives, and prohibition on hedging/pledging .
Potential risk considerations
- Activist influence on Board dynamics through Icahn Group Agreement adding two designees (Lynn, Miller) and related standstill terms; not specific to Mittal but relevant to governance environment .
- No related‑party transactions reported involving Mittal; policy requires Audit Committee review/approval for any related person transaction >$120,000 .
Shareholder engagement signal
- Following a low 2024 say‑on‑pay outcome, the Compensation Committee (led by independent Chair Teri McClure) conducted broad outreach and adjusted incentive structures (e.g., capped 2024 STI at 100%; shifted LTI mix toward PSUs; added Relative TSR)—reflects active governance responsiveness by independent directors .
Notes on Unavailable Items
- Insider trading/Form 4 activity, option holdings, and pledge/hedge disclosures beyond policy were not provided in the proxy materials cited above; review recent Form 4 filings for transaction‑level details.