Steven Miller
JETBLUE AIRWAYSAbout Steven Miller
Steven D. Miller (age 36) has served as an independent director of JetBlue since 2024 and is designated an Audit Committee financial expert under SEC rules. He is a Portfolio Manager at Icahn Capital LP; on JetBlue’s Board he sits on the Audit and Finance Committees, with independence affirmed under Nasdaq standards . The Board held 15 meetings in 2024 and all directors met at least the 75% attendance threshold; Miller was appointed in 2024 following a Director Appointment and Nomination Agreement with the Icahn Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Capital LP | Portfolio Manager | Since Oct 2020 | Investment and financial expertise; complex debt experience |
| BlueMountain Capital Management (Distressed & Special Situations) | Analyst | 2013–2019 | Represented firm on Ad Hoc Group of Puerto Rico Electric Power Authority Bondholders (2014–2019) |
| Goldman Sachs (Distressed Products Group) | Analyst | 2011–2013 | Distressed products and restructuring exposure |
External Roles
| Organization | Role | Board Tenure | Committees/Impact |
|---|---|---|---|
| Bausch Health Companies Inc. | Director | Current | Public company board experience |
| Conduent Incorporated | Director | Feb 2021–Jun 2024 | Business process services oversight |
| Dana Inc. | Director | Nov 2023–Jan 2025 | Automotive supplier oversight |
| Herc Holdings Inc. | Director | May 2022–Mar 2023 | Equipment rental industry insight |
| Xerox Holdings Corporation | Director | May 2021–Sep 2023 | Technology/office equipment governance |
Board Governance
- Committee assignments: Audit (member) and Finance (member); Audit held 9 meetings in 2024 and oversees financial reporting, auditor, compliance, enterprise risk including cybersecurity and sustainability, and approves related person transactions (Item 404). Finance held 8 meetings in 2024 and reviews financial condition, financing activities, capital plan, investor relations, and deal terms; Miller joined Finance in 2025 .
- Independence: Board determined Miller is independent (including enhanced audit/compensation independence standards) .
- Audit Committee financial expert: Miller is designated as an “audit committee financial expert” under SEC rules .
- Attendance: All directors attended at least 75% of Board and applicable committee meetings in 2024; annual meeting attendance policy observed and met in 2024 .
- Committee restructure: Technology Committee and ESG Subcommittee were dissolved in early 2025; responsibilities transitioned to full Board, Audit, and Governance & Nominating, reflecting oversight efficiency .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual base retainer (non-employee directors) | 80,000 | Structure for 2024 |
| Annual equity award (RSUs or DSUs) | 135,000 | One-year vest; DSUs settle 6 months post Board departure |
| Committee membership fee – Audit | 15,000 | Annual per member |
| Committee membership fee – Finance | 10,000 | Annual per member |
| New director DSU grant | 35,000 | Vests ratably over 3 years; deferred settlement |
| Travel benefit (perquisite) | N/A | Free travel customary; reported as “All Other Compensation” |
| Miller 2024 Director Compensation | $ |
|---|---|
| Fees Earned or Paid in Cash | 87,083 |
| Stock Awards (Grant-date fair value) | 169,996 |
| All Other Compensation (flight benefits) | 9,261 |
| Total | 266,340 |
| Miller 2024 Equity Grant Detail | Type | Grant Date | Units/Shares | Grant-date Fair Value ($) |
|---|---|---|---|---|
| Annual Director Grant | DSUs | Jun 22, 2024 | 29,616 | 169,996 |
Performance Compensation
| Performance Metric | Details |
|---|---|
| None disclosed for directors | Director equity awards are time-based RSUs/DSUs with one-year vest; no performance conditions for director grants are disclosed . |
Other Directorships & Interlocks
| Agreement/Relationship | Date | Key Terms (selected) | Governance Implication |
|---|---|---|---|
| Director Appointment and Nomination Agreement with Icahn Group (added Miller and Lynn; increased Board size to 13) | Feb 16, 2024 (appointments effective May 17, 2024) | Icahn Group maintains Board representation subject to ownership thresholds: ≥20,356,619 shares to keep both designees; ≥10,178,309 shares to keep one; resignations required if below thresholds. Standstill provisions; Board-level consideration required for CEO/CFO appointments and material M&A/dispositions; rights plan not below 15% unless Icahn exempted up to 15% while owning ≥16,963,849 shares . | Activist settlement governs Board composition and certain strategic decisions; Audit Committee retains oversight of related person transactions; Board maintains independence determinations . |
Expertise & Qualifications
- Investment and financial expertise; complex debt and restructuring experience; distressed/special situations background .
- Audit Committee financial expert designation; financial literacy consistent with Nasdaq standards .
- Aviation/airline industry exposure through JetBlue and prior portfolio/board roles; risk management experience .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned and shares acquirable within 60 days | — (none) as of Mar 21, 2025 |
| Total JetBlue stock-based holdings (incl. DSUs/RSUs not vesting within 60 days) | 51,710 as of Mar 21, 2025 |
| DSUs outstanding at Dec 31, 2024 | 29,616 |
| Shares outstanding (reference) | 354,339,854 (Mar 21, 2025) |
| Ownership as % of outstanding | <1% (“*” per table) |
| Director stock ownership guidelines | 5x annual cash retainer ($400,000); may be satisfied by common stock and vested/unvested RSUs/DSUs; DSUs settle 6 months post-separation |
| Compliance status | As of Dec 31, 2024 all non-employee directors met or were within the requisite 5-year period to meet guidelines |
| Hedging/pledging policy | Prohibited for directors and executive officers (short sales, margin accounts, pledging, derivatives) |
Governance Assessment
- Board effectiveness: Miller strengthens financial oversight as an Audit Committee financial expert; Audit’s remit includes related party approval and enterprise risk (including cybersecurity), mitigating conflict risks tied to activist appointments .
- Independence and engagement: Board affirmed Miller’s independence; directors met attendance thresholds; committee restructuring streamlined oversight, centralizing ESG/technology topics into core committees .
- Ownership alignment: Miller’s holdings are primarily DSUs; director ownership guidelines are robust (5x retainer) and compliance broadly on track; hedging/pledging prohibitions reduce misalignment risk .
- Shareholder signals: 2024 saw a low Say‑on‑Pay vote; Compensation Committee engaged extensively and implemented changes (capped 2024 STI, increased PSUs mix, full‑year AIP measurement), signaling responsiveness that may bolster confidence, albeit focused on executives rather than directors .
RED FLAGS
- Activist influence: Icahn Group settlement embeds rights and thresholds affecting Board composition and certain strategic decisions; while independence is affirmed, investors should monitor potential influence on M&A, CEO/CFO appointments, and financing strategy .
- Low executive Say‑on‑Pay in 2024: Though remediated via program changes, the vote indicates prior dissatisfaction; continued oversight of compensation governance is warranted .
Positive Controls
- Audit Committee financial expert status and strong audit/risk oversight remit; prohibition of hedging/pledging; robust director ownership guidelines and compliance monitoring .