Peter Boneparth
JETBLUE AIRWAYSAbout Peter Boneparth
Independent Board Chair of JetBlue Airways since May 2020; director since 2008. Age 65. Former President & CEO of Jones Apparel Group (2002–2007) and senior advisor roles in private equity, bringing deep governance, finance, and risk oversight credentials. The Board has waived its tenure policy for Mr. Boneparth in 2025 to maintain leadership continuity through JetBlue’s JetForward transformation and leadership transition .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jones Apparel Group | President & CEO | 2002–2007 | Led major apparel company; governance and operating experience |
| The Blackstone Group (division) | Senior Advisor | Until 2021 | Investment management advisory experience |
| Irving Capital Partners | Senior Advisor | Feb 2009–2014 | Private equity advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kohl’s Corporation | Director | 2008–2023 | Long-tenured public board experience |
| JetBlue Airways Corporation | Director | 2008–present | Independent Board Chair since 2020 |
Board Governance
- Role: Independent Board Chair; responsibilities include calling executive sessions, setting agendas, leading CEO performance evaluation coordination, overseeing board/committee assessments, stockholder engagement, and board culture .
- Independence: Determined independent under Nasdaq standards; 12 of 13 nominees independent in 2025 (CEO is the sole non-independent director) .
- Committees: Finance Committee Chair; member of Compensation Committee; member of Governance & Nominating Committee .
- Committee activity (2024 meetings): Compensation (7); Governance & Nominating (6); Finance (8) – indicative of regular oversight tempo .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024 .
- Board structure refresh: Technology Committee and ESG Subcommittee dissolved in early 2025 with responsibilities reallocated to full Board/Audit/G&N for efficiency and alignment with priorities .
- Tenure policy waiver: Board granted exception to tenure policy for Boneparth for 2025 to ensure continuity during strategic transformation, to be re-evaluated in 2026 .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | 195,000 | Includes base, Chair supplemental and committee fees |
| Stock Awards (2024 grant-date fair value) | 134,998 | Annual RSU/DSU award; vest one year |
| All Other Compensation (flight benefits) | 18,598 | Non-cash travel benefits customary in airline industry |
| Total (2024) | 348,596 | Sum of components above |
Director pay structure (2024 baseline): $80,000 annual cash retainer; $135,000 annual equity award (RSUs or DSUs, one-year vest); $50,000 supplemental fee for Independent Board Chair; additional Board Chair retainer $25,000 (cash or equity); committee chair fees: Audit $20,000, Compensation $15,000, G&N $10,000, Airline Safety $10,000, Finance $10,000; committee membership fees: Audit $15,000; Comp/G&N/Airline Safety/Finance $10,000 .
Performance Compensation
- Structure: Non-employee director equity is time-based RSUs or DSUs with one-year vest; DSUs settle six months after separation. No performance-conditioned metrics (e.g., TSR, EBITDA) apply to director equity awards .
- 2024 Equity Detail (Boneparth):
- Units: 20,119 RSUs granted Feb 22, 2024 (per outstanding RSUs detail)
- Grant-date fair value: $134,998
- Vesting: One year (RSUs/DSUs)
- Settlement: DSUs deferred until six months post-separation; RSUs settle at vest
| Award Type | Grant Date | Units | Fair Value ($) | Vesting | Settlement |
|---|---|---|---|---|---|
| RSUs (Annual) | Feb 22, 2024 | 20,119 | 134,998 | 1-year time-based | At vest (RSUs) |
Other Directorships & Interlocks
| Company | Current/Prior | Role | Notes |
|---|---|---|---|
| JetBlue Airways Corporation | Current | Independent Board Chair; Director | Committees: Finance (Chair), Compensation, G&N |
| Kohl’s Corporation | Prior | Director | 2008–2023 |
- Compensation Committee interlocks: None; no insider participation in 2024 (no reciprocal executive/director overlaps at other entities) .
Expertise & Qualifications
- CEO, finance/capital markets, corporate governance, risk management, human capital, marketing/brand; public company board experience and customer-service focus cited in skills matrix .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Common Stock Beneficially Owned (incl. exercisable within 60 days) | 60,398 | As of March 21, 2025 |
| Total Stock-Based Holdings (incl. non-voting RSUs/DSUs not vesting within 60 days) | 144,890 | As of March 21, 2025 |
| % of Shares Outstanding | <1% | Denoted by asterisk in table |
| DSUs Outstanding (12/31/2024) | 62,398 | Deferred until six months post-separation |
| RSUs Outstanding (12/31/2024) | 20,119 | One-year vest |
| Director Ownership Guideline | 5x annual cash retainer ($400,000) | Must hold until retirement/separation; fulfilled or within compliance window as of 12/31/2024 for all non-employee directors |
| Hedging/Pledging | Prohibited for directors/executives | Insider Trading Policy bans hedging and pledging |
Governance Assessment
- Board effectiveness: Independent chair structure with defined responsibilities enhances oversight and investor engagement; Boneparth coordinates CEO evaluation and board assessments, supporting accountability .
- Committee leadership and workload: Chairing Finance and serving on Compensation and G&N positions Boneparth at the center of capital structure, pay policy, and board composition—key for JetForward execution .
- Independence and attendance: Confirmed independent; attendance at least 75% in 2024, meeting investor expectations for engagement .
- Ownership alignment: Meaningful stock-based holdings with strict ownership guidelines and hedging/pledging prohibitions; DSUs further align long-term interests through deferred settlement .
- Compensation mix: Balanced cash and equity with no performance-conditioned director awards; equity vests time-based, typical for directors; travel benefits are customary and modest .
- Shareholder responsiveness: Board acknowledged “low” 2024 say-on-pay and instituted changes to executive compensation transparency and caps—signal of active investor engagement under Compensation Committee leadership (Boneparth sits on committee) .
- Related-party/conflicts: No related person transactions involving Boneparth disclosed; the Icahn agreement added two designees with ownership thresholds and standstill provisions—governed at Board level and disclosed; Audit Committee oversees related-person transaction approvals .
- RED FLAGS and mitigants:
- Tenure policy waiver for Boneparth in 2025 (potential refreshment concern) mitigated by explicit plan to reassess in 2026 and rationale tied to leadership continuity and strategy execution .
- Consolidation of committees (ESG/Tech dissolved) concentrates oversight; mitigated by reallocation to full Board/Audit/G&N and disclosure of responsibilities .
- No gross-ups; clawback policy in place for executives; strict insider trading restrictions improve alignment .
Overall, Boneparth’s independent chairmanship, committee leadership, and ownership alignment support board effectiveness during JetBlue’s transformation, with noted tenure waiver requiring continued monitoring for board refreshment balance .