Sean Menke
JETBLUE AIRWAYSAbout Sean Menke
Sean Menke (age 56) was appointed to JetBlue’s board in September 2024 and is an independent director with deep airline operating and travel-technology leadership experience, including CEO of Sabre (2016–2023) and prior CEO roles at Frontier Airlines and Pinnacle Airlines; he also held senior roles at Air Canada and Hawaiian Airlines and served as EVP at IHS Inc. He holds dual bachelor’s degrees in economics and aviation management from The Ohio State University and an MBA from the University of Denver’s Daniels College of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sabre Corporation | Chair of the Board | 2022–2024 | Cybersecurity/privacy oversight and risk mitigation experience highlighted in biography |
| Sabre Corporation | Chief Executive Officer | 2016–2023 | Led technology-driven travel platform; enterprise risk and IT systems protections emphasized |
| Frontier Airlines | Chief Executive Officer | Not disclosed (prior to 2016) | Airline turnaround/operational leadership |
| Pinnacle Airlines | Chief Executive Officer | Not disclosed (prior to 2016) | Airline operational leadership |
| Air Canada; Hawaiian Airlines | Senior-level commercial/operating roles | Not disclosed | Strategy, planning, sales, distribution, RM, CX |
| IHS Inc. | Executive Vice President | Not disclosed | Global information technology leadership |
External Roles
| Organization | Role | Public? | Committees/Notes |
|---|---|---|---|
| Waste Management, Inc. | Director | Yes | Current public company board; committee roles not disclosed in JetBlue proxy |
| UP.Labs | Senior Advisor | Private | Transportation/mobility venture lab; noted in 8-K press release |
Board Governance
| Area | Details |
|---|---|
| Independence | Board determined Menke is independent under Nasdaq standards; only CEO is non-independent . |
| Appointment and Tenure | Appointed September 12, 2024 to fill a vacancy; independent director . |
| Committee Memberships | Audit; Airline Safety; Finance (as of 2025 annual meeting) . |
| Audit Committee Financial Expert | Board designated Menke an “audit committee financial expert” under SEC rules . |
| Attendance | Board held 15 meetings in 2024; all directors met at least 75% attendance for board and committees on which they served during the year . |
| Board Leadership | Independent Board Chair structure; quarterly executive sessions of independent directors . |
| Committee Structure Changes | Technology Committee and ESG Subcommittee dissolved in early 2025; responsibilities reallocated to full Board, Audit, and Governance & Nominating . |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual base retainer (non-employee directors) | $80,000 | |
| Annual equity award (elected as RSUs or DSUs) | $135,000; one-year vest; DSUs settle 6 months post‑separation | |
| Independent Board Chair supplemental fee | $50,000 | |
| Additional Board Chair retainer (cash or equity) | $25,000 | |
| 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; Compensation/G&N/Airline Safety/Finance $10,000 | |
| New director DSU grant | $35,000; vests ratably over 3 years; settlement 6 months post‑separation | |
| Travel benefits | Complimentary travel for directors and immediate family; post‑service travel benefits; no gross‑ups |
| Sean Menke – Fiscal 2024 Director Compensation | Amount |
|---|---|
| Fees Earned or Paid in Cash | $32,917 |
| Stock Awards (grant-date fair value) | $34,995 |
| All Other Compensation | $0 |
| Total | $67,912 |
| Detail of 2024 Equity Grant | 4,629 DSUs granted on Oct 22, 2024; part of new director program |
Performance Compensation
- JetBlue’s non-employee director equity awards are time-based RSUs or DSUs (no performance metrics); annual grants vest after one year; new-director DSU grants vest ratably over three years; DSUs settle six months after board departure .
| Director Equity Mechanics | Detail |
|---|---|
| Annual equity grant | $135,000 RSUs or DSUs; 1-year vest |
| New director grant (Menke received Oct 2024) | ~$35,000 DSUs; 3-year ratable vest |
| Settlement (DSUs) | 6 months post‑separation from Board |
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Waste Management, Inc. | Environmental services | Director | No airline/customer/supplier conflict disclosed in JetBlue filings . |
Expertise & Qualifications
- Airline operating leadership (Frontier, Pinnacle) and travel-tech CEO tenure (Sabre), with explicit cybersecurity/privacy and IT risk mitigation expertise; financial literacy recognized via Audit Committee Financial Expert designation .
- Skills matrix emphasis across aviation, operations/logistics, digital/IT/cyber, finance/capital, and corporate governance .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Common stock beneficially owned (within 60 days) | 0 shares (–) | As of March 21, 2025. |
| Total JetBlue equity holdings (incl. DSUs/RSUs) | 26,723 units* | As of March 21, 2025. |
| DSUs outstanding at 12/31/2024 | 4,629 DSUs | Granted Oct 22, 2024. |
| Ownership as % of shares outstanding | <1% | Standard for directors. |
| Director stock ownership guideline | 5x annual cash retainer ($400,000) to be held until retirement; 5-year compliance window | |
| Hedging/Pledging | Prohibited for directors (short sales, margin, pledging, derivatives) |
*Total includes non‑voting DSUs/RSUs per proxy’s “Total” definition; directors often satisfy guidelines with DSUs/RSUs .
Board Governance – Additional Signals
- Related-party review: Audit Committee oversees and approves related-person transactions; policy requires approval >$120,000; no transactions involving Menke disclosed .
- Icahn Agreement context: Director additions (Lynn, Miller) under Feb 16, 2024 agreement; no bearing on Menke’s appointment; Menke appointed separately in Sept 2024; his 8-K states no Item 404(a) related-person transactions and standard director compensation/indemnification .
Governance Assessment
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Strengths
- Independent director with designated Audit Committee Financial Expert status; sits on Audit, Finance, and Airline Safety—aligns with his finance/IT/cyber and airline ops expertise .
- Strong alignment mechanisms (equity grants, robust director ownership guideline, DSU deferral, hedging/pledging ban) support skin-in-the-game and reduce misalignment risk .
- No related-party transactions or conflicts disclosed for Menke; 8-K explicitly notes none under Item 404(a) .
-
Watch items
- Committee workload: Menke serves on three committees; while attendance thresholds were met at the board level in 2024, continued monitoring for bandwidth is prudent as he ramps tenure .
- Partial-year holdings as of 12/31/2024 were small (4,629 DSUs) with growth to 26,723 total by 3/21/2025, consistent with standard director grant cadence; he remains within the 5-year window to meet ownership guidelines .
-
RED FLAGS
- None identified in filings: no hedging/pledging, no related-party transactions, no attendance issues disclosed .
Overall: Menke brings directly relevant airline and travel-tech risk, cyber, and financial oversight expertise to Audit, Finance, and Safety. Structural ownership and conduct policies (ownership guideline, anti-hedging/pledging) and absence of related-party exposure support investor confidence in his independence and alignment .