Ursula Hurley
JETBLUE AIRWAYSAbout Ursula Hurley
Ursula Hurley has served as JetBlue’s Chief Financial Officer since September 7, 2021, after serving as acting CFO from June 12, 2021; she joined JetBlue’s finance team in 2004 and previously led treasury and investor relations, managing a $13B balance sheet . She holds a bachelor’s in business management from Fairfield University and an MBA from Columbia University, and is president of the JetBlue Foundation and a member of Fairfield’s Dolan School of Business Advisory Board . Ms. Hurley was age 40 as disclosed in April 2022 when named interim Principal Accounting Officer, implying early-40s currently . Company performance context: in 2024 JetBlue’s TSR value (from a fixed $100 baseline) was $42, GAAP net income was -$795M, and GAAP pre-tax margin was -9.7% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| JetBlue Airways | Acting CFO | Effective June 12, 2021 | Steered finance through pandemic; raised capital; cost structure focus |
| JetBlue Airways | Chief Financial Officer | Appointed Sept 7, 2021 | Overall financial strategy (accounting, audit, corporate finance, fuel, tax), real estate, strategic sourcing |
| JetBlue Airways | Interim Principal Accounting Officer | April 4, 2022 | Covered principal accounting after controller departure |
| JetBlue Airways | Head of Treasury & Investor Relations; Treasurer | From April 2021 | Managed $13B balance sheet, financing, hedging, fleet strategy, investor relations |
| JetBlue Airways | VP Treasurer | Jul 2018–Apr 2021 | Debt & cash management, hedging, strategic sourcing, fleet strategy |
| JetBlue Airways | VP Structural Programs | Jul 2017–Jul 2018 | Fleet and structural program oversight |
| JetBlue Airways | Director, Assistant Treasurer & Fuel | Jun 2012–Jul 2017 | Fuel procurement/hedging and treasury responsibilities |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| JetBlue Foundation | President | Ongoing | Promotes diversity in STEM and aviation career paths |
| Fairfield University Dolan School of Business | Advisory Board Member | Ongoing | Curriculum input; mentorship; workforce preparation |
Fixed Compensation
Multi-year reported compensation for Ursula Hurley:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $306,417 | $498,667 | $597,917 |
| Bonus ($) | — | $1,925,267 (pandemic-era ERAs settled) | $591,667 (pandemic RA $216,667 + Spirit RA $375,000) |
| Stock Awards ($) | — | $3,374,982 | $2,299,993 |
| Non-Equity Incentive ($) | $175,000 | $600,500 | $1,156,000 |
| All Other Compensation ($) | $41,912 | $44,746 | $36,999 |
| Total ($) | $523,329 | $6,444,162 | $4,682,576 |
2024 target design (excludes non-recurring items):
| Component | Target |
|---|---|
| Base salary | $600,000 |
| Target annual incentive (% of salary) | 110% |
| Target annual incentive ($) | $660,000 |
| LTI target ($) | $2,000,000 (50% RSUs, 50% PSUs) |
| Target total direct compensation | $3,260,000 |
Performance Compensation
Annual incentive metrics and payout mechanics (2024):
| Metric | Weighting | Target construct | Actual/Payout (H2 example) | Payout treatment |
|---|---|---|---|---|
| Absolute Pre-Tax Margin (non-GAAP) | 25% | Half-year measurement; threshold/target/max per half | H2 actual: -3.3% → 58.7% payout; contributes 7.3% funding | |
| Controllable Costs (YoY change, ex-fuel) | 25% | Half-year measurement; smaller % change is better | H2 actual: 7.8% → 45.2% payout; contributes 5.7% funding | |
| Customer Index (Crewmember WOW, OTP, Completion Factor) | 50% | Monthly measured within halves, simple average | H2 sub-metrics payouts: WOW 200%, OTP 151.2%, Completion 129.9%; overall 160.4% → 40.1% funding | |
| Overall funding vs cap | — | Calculated funding 131.8% | Committee capped all NEO bonuses at 100% of target for 2024 |
Individual award outcome example (AIP cap applied):
| Base Salary | Target % | Target ($) | Calculated Bonus | Cap Adjustment | Final Award |
|---|---|---|---|---|---|
| $600,000 | 110% | $660,000 | $817,410 | $(157,410) | $660,000 |
Long-term incentives and PSU design:
| Metric | Weight | Target details | Payout features | Vesting |
|---|---|---|---|---|
| Absolute Pre-Tax Margin (non-GAAP) | 50% | Specific targets not disclosed due to competitive sensitivity | 0–200% payout; Relative TSR capped at 100% if absolute TSR negative | |
| Free Cash Flow (non-GAAP) | 25% | Specific targets not disclosed | 0–200% payout | |
| Relative TSR | 25% | Threshold 25th percentile, target 50th, max 90th vs airline peers | Payout capped at 100% if absolute TSR negative | |
| RSU vesting | — | Time-based | 3 equal annual installments from grant date | |
| PSU period | — | 2024–2026 | Earned in stock post-certification |
2024 grants to Ursula Hurley:
| Award | Grant date | Shares (target) | Grant-date fair value |
|---|---|---|---|
| RSU | 2/22/2024 | 171,385 | $1,149,993 |
| PSU | 4/22/2024 | 161,744 (target) | $1,150,000 |
| Annual cash incentive | 2024 target | — | $660,000 |
Performance cash awards (legacy 2022 PCA settled in 2024):
| Award value at grant | Payout % | Final award amount |
|---|---|---|
| $800,000 | 62% | $496,000 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (common shares + within-60-day rights) | 248,669 shares; less than 1% of class |
| Total stock-based holdings (incl. RSUs/PSUs not vesting in 60 days) | 1,078,851 |
| Shares outstanding reference | 354,339,854 outstanding as of Mar 21, 2025 |
| Outstanding equity awards at 12/31/2024 (unvested) | RSUs: 122,584 (4/11/2023), 109,011 (4/27/2023), 171,385 (2/22/2024); PSUs (unearned): 67,185 (4/11/2023), 161,744 (4/22/2024) |
| Market/payout values for above | RSU MV: $963,510; $856,826; $1,347,086; PSU MV: $528,074; $1,271,308 (all based on $7.86 close) |
| 2024 RSU vesting realized | 63,033 shares vested; $430,010 realized |
| Ownership guidelines | CEO 6x salary; other executives 2x salary; 5-year window; all NEOs met/exceeded or within window |
| Hedging/pledging | Prohibited for executives and directors |
Insider transactions (selling pressure/vesting-related):
- On February 18, 2025, Ms. Hurley sold 15,000 shares of common stock at ~$7.50 per share, total ~$112,500; Form 4 filed February 24, 2025 .
- JetBlue reports RSU vesting activity for 2024 (63,033 shares for Hurley), which often correlates with withholding/sales for taxes or liquidity .
Employment Terms
| Term | Ursula Hurley |
|---|---|
| Employment agreement | None; covered by Severance Plan and Executive Change in Control Plan |
| Severance (termination without cause/good reason, no CoC) | Salary continuation for 2 years based on title/tenure; pro-rated annual bonus (average of last two); continued RSU vesting for 11 months; PSUs not accelerated (committee discretion) |
| Estimated payment (no-cause/good reason at 12/31/2024) | $1,200,000 multiple of base + $387,750 pro-rata bonus + $1,787,610 continued RSU vesting + $159,712 other comp; total $3,535,072 |
| Death/disability | Pro-rated RSU/PSU vesting per Omnibus Plan; estimated RSU $3,167,423 + PSU $1,128,963 + RA $216,667; total $4,513,052 |
| Change of control (double-trigger) | 2 years of salary + 2x target bonus; pro-rated target bonus; RSUs fully accelerated; PSUs accelerated at target; COBRA reimbursement; outplacement and limited flight benefits; 280G cutback if beneficial |
| Estimated payment (double-trigger CoC at 12/31/2024) | $2,520,000 multiple + $660,000 pro-rata bonus + RSU acceleration $3,167,423 + PSU acceleration $2,327,456 + other comp $55,364; total $8,730,243 |
| Clawback policy | Adopted Oct 2, 2023; recovery for erroneous awards and certain misconduct; discretionary recovery tools |
| Perks/tax gross-ups | No tax gross-ups; limited perquisites; no single-trigger equity CoC; no repricing without stockholder approval |
Compensation Peer Group and Governance
- Peer group (for benchmarking): Delta, American, United, Southwest, Alaska, Spirit, Frontier; Hawaiian removed post-acquisition by Alaska .
- No targeted percentile; competitive data used as reference alongside company specifics; Pay Governance engaged as independent consultant; no conflicts .
- In response to stockholder feedback and a low say-on-pay vote, Committee capped 2024 AIP at 100% and shifted STI to full-year measurement in 2025; enhanced LTI financial emphasis and maintained 50/50 RSU/PSU and Relative TSR metric .
Performance & Track Record
- 2024 Pay vs Performance context: Non-PEO average CAP $3.255M; TSR value $42 vs peer group $61; GAAP net income -$795M; GAAP pre-tax margin -9.7% .
- 2024 Annual Incentive metrics funded at 131.8% before cap based on improved customer index (Crewmember WOW 200%, OTP 151.2%, completion 129.9%) and partial progress on margin and controllable costs; final awards capped at target .
- Individual accomplishments: Hurley executed a debt facility to strengthen liquidity, drove controllable cost reductions, and supported JetForward capital investments .
Fixed Compensation (detail)
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $597,917 | Target $600,000 |
| Target Bonus % | 110% | AIP cap limited payout to target |
| Non-Equity Incentive Paid | $1,156,000 | Reflects cap; calculation basis disclosed |
| Stock Awards Granted | $2,299,993 | RSU/PSU split; 2024 grants detailed below |
Performance Compensation (detail)
| Type | Metric/Grant | Weight | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| AIP | Absolute Pre-Tax Margin | 25% | Half-year goals | H2 payout 58.7% | Annual cash |
| AIP | Controllable Costs | 25% | Half-year goals | H2 payout 45.2% | Annual cash |
| AIP | Customer Index (WOW/OTP/Completion) | 50% | Monthly goals | H2 overall 160.4%; sub-metrics 200%/151.2%/129.9% | Annual cash |
| LTI | RSU | — | — | Grant: 171,385 shares @ $1,149,993 | 3 tranches annually |
| LTI | PSU (2024–2026) | — | Pre-Tax Margin 50%; FCF 25%; Relative TSR 25% (25th/50th/90th percentile) | Target shares 161,744 @ $1,150,000; 0–200% payout; TSR cap if absolute TSR negative | 3-year performance |
Investment Implications
- Alignment and retention: Strong ownership guidelines (2x salary) and prohibition of hedging/pledging mitigate misalignment risk; continued RSU vesting under severance and double-trigger CoC acceleration can reduce near-term retention risk but increase dilution and event-driven payout sensitivity .
- Pay-for-performance discipline: 2024 AIP cap at 100% amid negative GAAP pre-tax margin and net loss indicates responsiveness to shareholder feedback; LTI shift to include Relative TSR with a cap when absolute TSR is negative strengthens shareholder alignment .
- Insider selling pressure: The February 2025 15,000-share sale is modest relative to total holdings (<1% ownership), but combined with regular RSU vesting suggests periodic liquidity events; monitor future Form 4s around vesting dates for potential supply .
- Change-of-control economics: Double-trigger CoC benefits for Hurley (~$8.73M) include 2x target bonus and full RSU acceleration with PSUs at target; while standard for the sector, they can create event-driven payout incentives—worth tracking in strategic scenarios .
- Execution risk: 2024 operational improvements in customer metrics contrasted with negative margins and net loss; Hurley’s focus on liquidity and cost control is critical to JetForward strategy—future LTI outcomes hinge on pre-tax margin and FCF delivery versus targets .