Thomas Winkelmann
JETBLUE AIRWAYSAbout Thomas Winkelmann
Independent director of JetBlue Airways Corporation; age 65; director since 2013. Former CEO-level airline operator now Executive Chair of Zeitfracht Group (logistics, Berlin), with deep aviation, operations, and risk oversight credentials. Skills matrix highlights International aviation, CEO experience, operations/logistics, corporate governance, human capital, marketing/brand, risk management, and government/public policy . Independence affirmed by the Board; one of 12 independent nominees in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Germanwings GmbH | Chief Executive Officer | 2006–2015 | Led low-cost carrier operations and commercial strategy . |
| Lufthansa German Airlines (Hub Munich) | Chief Executive Officer; Member, Lufthansa Group Executive Committee | 2016 | Hub leadership and group-level strategic oversight . |
| airberlin | Chief Executive Officer | 2017–2018 | CEO leadership in commercial airline operations . |
| Zeitfracht Group (Berlin) | Executive Chair | 2018–present | Logistics leadership; governance and strategic oversight . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JetBlue Airways Corporation | Director (Independent) | 2013–present | Current public company board; see governance below . |
| Zeitfracht Group (Private) | Executive Chair | 2018–present | Logistics company; not disclosed as a public board . |
Board Governance
- Committee assignments (2024 activity and current structure):
- Airline Safety Committee: Chair; 4 meetings held in 2024 .
- Compensation Committee: Member; 7 meetings held in 2024 .
- Governance & Nominating Committee: Member; 6 meetings held in 2024 .
- Independence: Determined independent under Nasdaq standards (including enhanced standards for the compensation committee) .
- Attendance: Board held 15 meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors at the time attended the 2024 annual meeting .
- Board leadership: Independent Board Chair (Peter Boneparth); quarterly executive sessions of independent directors; independent chair responsibilities include agenda-setting, CEO evaluation collaboration, oversight of assessments, and shareholder engagement .
- Committee restructuring: Technology Committee and ESG Subcommittee dissolved in early 2025; responsibilities transitioned to full Board/Audit/G&N to streamline oversight .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual base retainer | 80,000 | Standard for all non-employee directors . |
| Committee chair fee (Airline Safety) | 10,000 | Chair supplemental fee . |
| Committee membership fees | 30,000 | Compensation (10,000), Governance & Nominating (10,000), Airline Safety (10,000) . |
| Total fees earned (2024) | 120,000 | Matches reported cash fees for Winkelmann . |
| Travel benefits (other comp) | 1,992 | Value of flight benefit in 2024 . |
Performance Compensation
Directors receive time-based equity (no performance metrics); annual choice of RSUs or DSUs vesting after one year; DSUs settle six months post-separation. New director DSUs vest ratably over three years; typical annual grant $135,000 fair value .
| Grant Date | Award Type | Units | Grant-Date FV ($) | Vesting | Outstanding at 12/31/2024 |
|---|---|---|---|---|---|
| Feb 22, 2024 | DSUs or RSUs | 20,119 | 134,998 | One-year vest; DSUs deferred to 6 months post-board departure . | DSUs outstanding: 82,897 . |
No director performance-based payout metrics apply (e.g., TSR/EBITDA) to non-employee director equity; awards are service-based RSUs/DSUs .
Other Directorships & Interlocks
- Current public boards: Only JetBlue disclosed for Winkelmann .
- Interlocks/conflicts: No related-party transactions disclosed involving Winkelmann; Audit Committee reviews/approves any related-person transactions above $120,000 under Item 404 policy; aside from the Icahn Group nomination agreement adding two directors, no other related-person transactions reported since Jan 1, 2024 .
Expertise & Qualifications
- Board skills identified: International, Aviation, CEO, Corporate Governance, Operations/Logistics, Human Capital Management, Marketing/Brand, Risk Management, Government/Public Policy .
Equity Ownership
| Metric | Value |
|---|---|
| Common stock beneficially owned | 13,379 shares . |
| Total JetBlue stock-based holdings | 118,370 (includes DSUs/RSUs not exercisable within 60 days) . |
| Percent of class | <1% (as indicated by *) . |
| DSUs outstanding (as of 12/31/2024) | 82,897 . |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy . |
| Director ownership guideline | 5x annual cash retainer ($400,000) required; all non-employee directors met/exceeded or are within five-year compliance window as of 12/31/2024 . |
Governance Assessment
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Effectiveness: Multi-committee engagement (Safety chair; Compensation; G&N) with robust meeting cadence supports oversight of safety culture, pay practices, succession, and governance .
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Independence & alignment: Independent director, strong stock ownership requirements, and prohibition on hedging/pledging promote alignment with shareholders .
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Attendance: Meets the company-wide threshold of ≥75%; Board held 15 meetings in 2024, indicating high engagement demands .
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Compensation governance: As Compensation Committee member, participates in a program with independent consultant (Pay Governance) and enhanced disclosure; Board responded to a low 2024 say‑on‑pay vote with shareholder outreach, capping 2024 STI payouts at 100% and increasing PSU mix for executives—not director pay—signaling sensitivity to investor feedback .
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Related-party/activism dynamics: Icahn Group agreement added two directors and includes standstill/voting provisions; while not a direct conflict for Winkelmann, it affects board composition and process. No other related‑person transactions reported .
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RED FLAGS
- None disclosed specific to Winkelmann: no pledging/hedging, no related-party transactions, attendance threshold met .
- Board activism presence via Icahn agreement warrants monitoring for potential influence on strategic decisions, though subject to standstill terms and Board oversight .