Robert Leduc
JETBLUE AIRWAYSAbout Robert Leduc
Independent director of JetBlue since 2020; age 69. Former President of Pratt & Whitney (2016–early 2020), with 40+ years of aviation and aerospace leadership (also led Sikorsky and held senior roles at Hamilton Sundstrand and UTC Aerospace Systems). He is Audit Committee Chair and a member of the Airline Safety and Finance Committees; the Board has designated him an “audit committee financial expert.” Independence is affirmed under Nasdaq standards. Attendance: all directors attended at least 75% of Board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure/Timing | Notes/Impact |
|---|---|---|---|
| Pratt & Whitney | President | 2016–early 2020 | Led major aerospace engine manufacturer during a period of significant industry complexity. |
| Sikorsky Aircraft | Leader/President | 2015–2016 | Led helicopter manufacturer through sale to Lockheed Martin. |
| Hamilton Sundstrand | Senior leadership roles | Not disclosed | Senior roles at aerospace systems supplier (UTC division). |
| UTC Aerospace Systems | Senior leadership roles | Not disclosed | Senior roles at aerospace systems supplier. |
External Roles
| Company | Role | Committees/Notes |
|---|---|---|
| Howmet Aerospace | Director | Current public company directorship. |
| AAR Corp. | Director | Current public company directorship. |
Board Governance
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit | Chair | 9 | Oversees financial reporting, internal controls, external auditor, ERM, compliance, cybersecurity; reviews/approves related-person transactions (Item 404). |
| Airline Safety | Member | 4 | Oversees safety management system and safety culture. |
| Finance | Member | 8 | Advises on financial condition, financing, capital plan, IR; approves pricing/financing of specific deals. |
- Audit Committee financial expert designation: Leduc (and others) meet SEC definition.
- Committee structure streamlined in early 2025 (Tech Committee and ESG Subcommittee dissolved; oversight moved to full Board/Audit/G&N).
- Independence: 12/13 nominees independent; Leduc meets enhanced independence standards for Audit/Comp where applicable.
- Attendance: All directors ≥75% in 2024.
Fixed Compensation (Director)
| Year | Fees Earned in Cash ($) | Stock Awards ($) | Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 133,333 | 134,998 | 763 | 269,094 |
- 2024 director pay structure: $80,000 annual cash retainer; annual equity award $135,000 (director elects DSUs or RSUs, 1-year vest); Audit Chair supplement $20,000; committee membership fees: Audit $15,000; Finance/Airline Safety $10,000 each; travel benefits customary in airline industry.
Performance Compensation
- Directors receive time-based DSUs/RSUs (not performance-based); annual director equity vests after one year (DSUs settle 6 months post-separation).
- 2024 grant detail: 20,119 DSUs or RSUs granted on Feb 22, 2024 to Leduc (and others); grant-date fair value included in table above.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Howmet Aerospace; AAR Corp. |
| Compensation Committee interlocks | None reported for JetBlue’s Compensation Committee. |
Expertise & Qualifications
- Audit committee financial expert; deep aviation, operations/logistics, finance/capital markets, risk management, governance; prior CEO-caliber leadership in aerospace.
Equity Ownership
| Measure | Amount |
|---|---|
| Common stock beneficially owned | 6,530 shares |
| Total JetBlue stock-based holdings (incl. DSUs/RSUs/PSUs) | 84,595 |
| Outstanding DSUs at 12/31/2024 | 48,471 |
- Director ownership guideline: hold 5x annual cash retainer (or $400,000) until retirement; can satisfy with common, vested/unvested RSUs/DSUs; as of 12/31/2024, all non-employee directors met or were within time to meet guidelines.
- Hedging/pledging by directors prohibited under Insider Trading Policy.
- Section 16 compliance: no late filings noted for Leduc; two other late filings (Menke; McCarthy) were one day late.
Governance Assessment
- Strengths for board effectiveness:
- Independent Audit Committee Chair with SEC “financial expert” status; robust remit includes related-person transaction approvals and ERM oversight (including cybersecurity) — positive for investor confidence.
- Relevant industry expertise from senior aerospace leadership enhances oversight of reliability, safety, and cost/engine issues material to airlines.
- Ownership alignment via meaningful director equity and stock ownership guidelines; hedging/pledging banned.
- Attendance at or above expectations (≥75%).
- Potential conflicts/related-party exposure:
- Leduc serves on boards of Howmet Aerospace and AAR Corp. (aerospace/aviation services). JetBlue discloses related-person transaction policy and reports no related-person transactions other than a 2024 appointment/nomination agreement with the Icahn Group; none identified involving Leduc.
- Audit Committee (which he chairs) is the approving body for any Item 404 transactions, a mitigating control.
- Shareholder engagement/say-on-pay context:
- Following a low 2024 say‑on‑pay vote, the Board undertook extensive outreach and implemented compensation program changes (not director pay-specific but indicates responsiveness).
RED FLAGS
- None disclosed specific to Leduc: independence affirmed; ≥75% attendance; no related-party transactions involving him; hedging/pledging prohibited; director pay within disclosed structure.
Notes on Director Compensation Instruments
- 2024 grant: 20,119 DSUs or RSUs (1-year vest); DSUs deferred and settle 6 months after separation.
- Travel benefits customary; “Other Compensation” reflects the value of flight benefits ($763 for Leduc in 2024).
Committee Membership Summary (for quick reference)
- Audit (Chair; Financial Expert)
- Airline Safety (Member)
- Finance (Member)