Sarah Robb O’Hagan
JETBLUE AIRWAYSAbout Sarah Robb O’Hagan
Independent director at JetBlue Airways since 2018 (age 52). Former CEO/operator across fitness and consumer brands with technology and marketing depth. Currently serves on JetBlue’s Compensation Committee; previously served on the Board’s Technology Committee prior to its dissolution in early 2025. Determined independent under Nasdaq rules; Board reports all directors met at least 75% attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EXOS (The Human Performance Company) | Chief Executive Officer | 2020–2024 | CEO leadership of human performance firm; technology and operations oversight cited in JetBlue bio. |
| Flywheel Sports | Chief Executive Officer | 2017–2019 | Led boutique fitness operator through operational period; consumer and digital exposure. |
| Extreme Living LLC | Author/Founder | Not specified | Founded content platform focused on leadership development. |
| Equinox | Global President | 2012–2016 | Led significant technology transformation and offering upgrade. |
| Gatorade (PepsiCo) | Global President | 2008–2012 | Led major brand repositioning and turnaround. |
External Roles
| Company/Institution | Role | Dates | Committee Roles |
|---|---|---|---|
| JetBlue Airways Corporation (NASDAQ: JBLU) | Director (Independent) | 2018–present | Compensation Committee member. |
| Other current public company boards | — | — | None disclosed. |
Board Governance
- Committees: Member, Compensation Committee (7 meetings in 2024). Committee is fully independent; retains independent consultant (Pay Governance) with annual independence assessment. No compensation committee interlocks; none of the members are current/former company officers.
- Prior committee: Technology Committee member until Board dissolved it in early 2025, reallocating responsibilities to the full Board/Audit/G&N.
- Independence/attendance: Board deems her independent; all directors attended ≥75% of meetings in 2024.
- Board leadership/structure: Independent Board Chair; quarterly executive sessions of independent directors.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $90,000 | Committee membership fees included (Comp Committee membership fee is $10,000). |
| Equity (DSUs/RSUs grant-date fair value) | $134,998 | 20,119 DSUs or RSUs granted on Feb 22, 2024. One-year vest; DSUs settle 6 months post-departure. |
| Other compensation (flight benefits) | $9,809 | Value of director flight benefits. |
| Total | $234,807 | Sum of the above. |
Director fee structure (context for alignment and mix):
| 2024 Director Compensation Structure | $ Amount |
|---|---|
| Annual base retainer (non-employee directors) | $80,000 |
| Annual equity award (elect RSUs or DSUs) | $135,000 (1-year vest; DSUs deferred) |
| Compensation Committee Chair fee | $15,000 |
| Compensation Committee membership fee | $10,000 |
Performance Compensation
Directors at JetBlue do not receive performance-based cash or PSU programs; equity is time-based RSUs/DSUs with one-year vest and DSUs deferred to departure, supporting long-term alignment.
Equity grant and vesting details:
| Item | Detail |
|---|---|
| 2024 director grant | 20,119 DSUs or RSUs (grant-date Feb 22, 2024; $134,998 fair value). |
| DSUs outstanding at 12/31/2024 | 42,883 DSUs (unsettled; settle 6 months post-board departure). |
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Current public company boards | JetBlue only (no other current public boards disclosed). |
| Committee interlocks | Compensation Committee reports no interlocks/insider participation. |
| Potential conflicts/related parties | Company reports no related person transactions beyond Icahn nomination agreement; none involving O’Hagan disclosed. |
Expertise & Qualifications
- CEO/operator experience; international, digital/IT and marketing/brand expertise; human capital management; financial literacy.
- Relevant to JetBlue: consumer brand transformation, technology-enabled experience, and risk oversight.
Equity Ownership
| Measure | Amount |
|---|---|
| Common stock beneficially owned | 25,266 shares (<1%). |
| Total stock-based holdings (incl. DSUs/RSUs/PSUs) | 90,243 units/shares. |
| DSUs outstanding (12/31/2024) | 42,883 DSUs. |
| Ownership guidelines | Directors must hold 5x annual cash retainer ($400,000); may count un/vested RSUs/DSUs; all directors compliant or within time window. |
| Hedging/pledging | Prohibited for directors and executives (policy). |
Governance Assessment
- Strengths
- Independent director with deep operating and brand/technology expertise; sits on a fully independent Compensation Committee that engages an independent consultant and led outreach after a low 2024 Say-on-Pay result.
- Strong ownership alignment: annual equity in DSUs/RSUs with deferral mechanics; robust stock ownership guidelines; prohibition on hedging/pledging.
- Attendance and independence standards met; Board maintains independent chair and regular executive sessions.
- No related-party transactions disclosed involving her; no Compensation Committee interlocks.
- Watch items
- Board committee restructuring dissolved Technology Committee (where she served), shifting oversight to Board/Audit/G&N; effectiveness will depend on cross-committee coordination.
- Presence of Icahn designees and related Director Appointment and Nomination Agreement indicates heightened activist influence; compensation oversight and alignment will remain in focus (she is on Comp Committee).
- 2024 Say-on-Pay was low; committee (of which she is a member) implemented changes (bonus cap, 50/50 RSU/PSU mix, added TSR). Continued investor engagement and execution will be scrutinized.
Insider Transactions
| Period/Note | Disclosure |
|---|---|
| Section 16(a) compliance | Proxy reports no late filings except one-day delays for two individuals (not O’Hagan); no O’Hagan late filings cited. |
| Form 4 transactions | Not detailed in the proxy; refer to Section 16 filings for any current-period transactions. |
Director Compensation Footnotes (Relevance to Alignment)
- Directors annually elect DSUs or RSUs; DSUs vest after one year and are settled six months post-departure, extending alignment beyond board tenure.
- Flight benefits are customary in the airline industry; her 2024 value was $9,809. No tax gross-ups to directors.
RED FLAGS: None specific identified for O’Hagan. No related-party transactions disclosed; independent status affirmed; attendance threshold met; hedging/pledging prohibited. Key scrutiny will center on Compensation Committee responsiveness post-2024 SOP and activist context.