Teri McClure
JETBLUE AIRWAYSAbout Teri McClure
Independent director at JetBlue Airways since 2019, age 61, and current Chair of the Compensation Committee with additional service on the Governance & Nominating Committee; previously served at UPS from 1995–2019 as Chief Human Resources Officer, General Counsel and Corporate Secretary, and in Audit and Global Ethics & Compliance roles, bringing legal acumen, labor expertise, and risk oversight to JetBlue’s board . She is independent under Nasdaq standards, and the board reports all directors met at least the 75% meeting attendance threshold in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UPS | Chief Human Resources Officer | 1995–2019 | Labor and human capital leadership; risk oversight |
| UPS | General Counsel & Corporate Secretary | 1995–2019 | Legal acumen; governance |
| UPS | Audit and Global Ethics & Compliance | 1995–2019 | Ethics and compliance oversight; risk management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluor Corporation | Director | Current | Not disclosed in proxy |
| GMS, Inc. | Director | Current | Not disclosed in proxy |
| Lennar Corp. | Director | Current | Not disclosed in proxy |
Board Governance
- Committee assignments: Compensation (Chair) and Governance & Nominating (Member) .
- Committee meeting cadence: Compensation Committee held 7 meetings in 2024; Governance & Nominating held 6 meetings in 2024 .
- Independence: Board determined McClure is independent, including enhanced independence requirements for compensation committees .
- Attendance: Board held 15 meetings in 2024 and all directors attended at least 75% of board and committee meetings .
- ESG oversight: ESG Subcommittee dissolved in early 2025; McClure was a member in 2024 before responsibilities transitioned to Governance & Nominating .
- Compensation consultant: Pay Governance retained by Compensation Committee; annual independence assessment affirms consultant independence .
- Interlocks: Compensation Committee reports no interlocks or insider participation among current members .
- Shareholder engagement: McClure led outreach after the 2024 low say‑on‑pay vote, participating in the majority of meetings with top shareholders (targeted 76% of shares; engaged ~59%) and implemented program changes (e.g., capping 2024 STI at 100%, shifting LTI mix, adding RTSR) .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual base retainer (non‑employee directors) | $80,000 | Cash |
| Annual equity award | $135,000 | DSUs or RSUs; 1‑year vest; DSUs settle 6 months post‑separation |
| Compensation Committee Chair supplemental fee | $15,000 | Cash |
| Governance & Nominating Committee membership fee | $10,000 | Cash |
| Flight benefits | Provided | Post‑service travel also provided; no tax gross‑ups |
| 2024 Director Compensation (McClure) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 115,000 |
| Stock Awards (Grant-date fair value) | 134,998 |
| All Other Compensation (flight benefits) | 491 |
| Total | 250,489 |
Performance Compensation
| Equity Award | Grant/Outstanding Detail | Vesting/Settlement |
|---|---|---|
| 2024 annual DSUs or RSUs | 20,119 units granted on Feb 22, 2024 (directors chose DSUs or RSUs) | 1‑year vest; DSUs deferred until 6 months after board departure |
| DSUs outstanding (as of Dec 31, 2024) | 40,691 units | Deferred until 6 months post‑separation |
| RSUs outstanding (as of Dec 31, 2024) | 20,119 units | Time-based vest (1‑year) |
JetBlue’s proxy does not disclose director performance metrics tied to compensation; director equity is time‑based (DSUs/RSUs). The Compensation Committee’s broader program changes adding performance elements (e.g., PSUs, RTSR) apply to executives, not directors .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Fluor Corporation | Director | No related‑party transactions disclosed for McClure; none for directors beyond Icahn agreement |
| GMS, Inc. | Director | No interlocks disclosed; Compensation Committee interlocks: none |
| Lennar Corp. | Director | No related‑party transactions disclosed |
Expertise & Qualifications
- Skills: International; Corporate Governance; Risk Management; Operations/Logistics; Human Capital Management; Marketing/Brand; Government/Public Policy .
- Qualifications: Legal acumen; labor issues; risk oversight from senior UPS roles .
Equity Ownership
| Holder | Common Stock Beneficially Owned and Shares Acquirable <60 days | Total JetBlue Stock-based Holdings | % of Class |
|---|---|---|---|
| Teri McClure | 42,713 | 61,310 | <1% (*) |
- Ownership guidelines: Directors must hold equity equal to 5x annual cash retainer ($400,000); must be met within five years; directors may satisfy with common, RSUs, DSUs; as of Dec 31, 2024, all non‑employee directors met or were within compliance window .
- Hedging/pledging: Prohibited for directors and executive officers (short sales, margin accounts, pledging, puts/calls, hedging) .
- Section 16(a): No late filings noted for McClure; two late Form 4s were for other individuals (one director and one officer) .
Governance Assessment
- Strengths: Independent director with deep human capital and legal background; chairs Compensation Committee with demonstrated responsiveness to investor feedback (capped STI payouts, increased performance weighting in LTI, added RTSR); independent consultant oversight and no committee interlocks; adherence to robust stock ownership guidelines and hedging/pledging prohibitions .
- Board effectiveness signals: Regular committee meetings, high overall attendance, quarterly independent executive sessions, and streamlined committee structure with ESG oversight integrated into Governance & Nominating .
- Potential risks/red flags: 2024 low say‑on‑pay vote indicates investor concern about prior one‑off awards; mitigating actions and enhanced disclosure led by McClure are positive, but continued monitoring of pay‑for‑performance alignment is warranted .
- Related‑party/conflict review: No related‑party transactions involving McClure disclosed; Audit Committee reviews related‑party transactions; only notable governance agreement relates to Icahn Group board appointments and standstill provisions .