Vivek Sharma
JETBLUE AIRWAYSAbout Vivek Sharma
Independent director at JetBlue Airways (JBLU) since 2019; age 50. Former CEO and co‑founder of InStride (2019–2023), previously SVP, Digital Guest Experience & eCommerce at The Walt Disney Company, and leadership roles at Yahoo and McKinsey. Currently Adjunct Professor of Data Science at USC Marshall. Core credentials: digital/e‑commerce, IT systems, cybersecurity, and human capital leadership; independence affirmed by the Board. Tenure marked by service on Technology (former Chair) and Compensation Committees.
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| InStride (EdTech) | CEO, Co‑founder | Served until 2023; scaled to ~200 employees, profitable; program avoided $630M student debt for employees at 41 large corporations | Named to Fortune Global Impact 20 list under his leadership |
| The Walt Disney Company | SVP, Digital Guest Experience & eCommerce | Led a $10B eCommerce business serving 150M guests annually across global parks, resorts, cruises, retail | Digital transformation and guest experience leadership |
| Yahoo | GM Yahoo Mail & Messenger; VP Yahoo Search | Four years | Large‑scale consumer product operations |
| McKinsey & Company | Associate Partner, Technology Practice | Eight years | Strategy and technology advisory |
External Roles
| Organization | Role | Focus |
|---|---|---|
| University of Southern California (Marshall) | Adjunct Professor of Data Science | Data science education and analytics leadership |
Board Governance
| Area | Details |
|---|---|
| Independence | Independent director; Board determined Vivek Sharma meets Nasdaq independence standards (including enhanced standards for committees where applicable) |
| Committee Assignments (current) | Compensation Committee member (one of five members) |
| Prior Committee Roles | Technology Committee Chair (committee dissolved in early 2025 and responsibilities reallocated); formerly on Audit Committee (left as of 2024 annual meeting) |
| Attendance | 2024: Board held 15 meetings; all directors attended ≥75% of Board/committee meetings; prior year (2023) also ≥75% for all directors |
| Engagement | Compensation Committee led significant shareholder outreach in 2024–2025 after low 2024 say‑on‑pay, with Chair Teri McClure centrally involved; program changes implemented (bonus cap at 100%, LTI mix shift) |
| Conflicts/Related‑party | No related‑party transactions disclosed for Sharma. Audit Committee oversees related‑party transaction approvals; only notable related‑party item: Icahn Group nomination agreement adding two directors in 2024 (not involving Sharma) |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity Awards ($) | Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 95,000 | 134,997 | 4,960 | 234,957 |
| 2024 | 92,917 | 134,998 | 7,983 | 235,898 |
Director compensation structure (2024): $80,000 annual cash retainer; $135,000 annual equity (RSUs or DSUs at director’s election, 1‑year vest, DSUs deferred until six months after Board departure); Committee member fees $10,000 (Compensation, G&N, Airline Safety, Finance) and $15,000 for Compensation Chair; travel benefits customary to airline industry; no tax gross‑ups. Stock ownership guideline: 5× annual cash retainer ($400,000) within five years. As of 12/31/24, all non‑employee directors either met guidelines or were within the required accumulation period. Hedging/pledging prohibited.
Performance Compensation (Committee‑oversight metrics)
The Compensation Committee (Sharma is a 2025 member) oversees executive incentive metrics. 2024 annual incentive plan used split H1/H2 metrics; Committee capped payouts at 100% of target after 2024 say‑on‑pay.
| 2024 STI Metrics (weight) | H1 Actual Payout % | H2 Actual Payout % |
|---|---|---|
| Absolute Pre‑Tax Margin (25%) | 108.3% (12.5% weight → 13.5% funding) | 58.7% (12.5% weight → 7.3% funding) |
| Controllable Costs (25%) | 200.0% (12.5% weight → 25.0% funding) | 45.2% (12.5% weight → 5.7% funding) |
| Customer Index (50%): Crewmember WOW, On‑Time, Completion Factor | Composite 160.5% (25.0% weight → 40.2% funding) | Composite 160.4% (25.0% weight → 40.1% funding) |
- Calculated financial/operational funding: 131.8%; payout capped at 100% of target for all NEOs to reinforce pay‑for‑performance alignment.
2024–2026 LTI PSU metrics: Absolute Pre‑Tax Margin (50%), Free Cash Flow (25%), Relative TSR (25%; capped at 100% if absolute TSR is negative). 2025 LTI and disclosures enhanced per shareholder feedback.
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| JetBlue Airways Corporation | Director (Independent) | No disclosed interlocks; Compensation Committee interlocks/insider participation: none (no member is/was a JBLU officer; no cross‑board compensation interlocks) |
Expertise & Qualifications
- Digital, IT systems, cybersecurity, and data science (USC Adjunct); prior leadership at Disney eCommerce scale and consumer platforms at Yahoo; McKinsey technology strategy.
- International and CEO experience (InStride); human capital and workforce education expertise.
- Board skills matrix areas include Digital, IT/System, Cyber, CEO/International exposure.
Equity Ownership
| Measure | Amount |
|---|---|
| Common stock beneficially owned | 45,385 shares (beneficial) |
| Total stock‑based holdings (incl. DSUs/RSUs not vesting within 60 days) | 82,707 |
| Outstanding director DSUs (12/31/24) | 15,228 |
| Outstanding director RSUs (12/31/24) | 20,119 |
| Ownership guideline | 5× retainer ($400,000); directors met or within accumulation period as of 12/31/24 |
| Hedging/pledging | Prohibited for directors |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Qty | Security | Post‑Txn Ownership | Source |
|---|---|---|---|---|---|---|
| 2024‑02‑26 | 2024‑02‑22 | Award (A) | 20,119 | RSUs | 36,562 | https://www.sec.gov/Archives/edgar/data/1158463/000094787124000197/0000947871-24-000197-index.htm |
| 2024‑02‑26 | 2024‑02‑22 | M (exempt) | 16,443 | RSUs to Common Stock | 25,266 | https://www.sec.gov/Archives/edgar/data/1158463/000094787124000197/0000947871-24-000197-index.htm |
| 2024‑02‑26 | 2024‑02‑22 | M (exempt) | 16,443 | Common Stock (acq.) | 25,266 | https://www.sec.gov/Archives/edgar/data/1158463/000094787124000197/0000947871-24-000197-index.htm |
| 2025‑02‑24 | 2025‑02‑21 | M (exempt) | 20,119 | RSUs to Common Stock | 45,385 | https://www.sec.gov/Archives/edgar/data/1158463/000115846325000015/0001158463-25-000015-index.htm |
| 2025‑02‑24 | 2025‑02‑21 | M (exempt) | 20,119 | Common Stock (acq.) | 45,385 | https://www.sec.gov/Archives/edgar/data/1158463/000115846325000015/0001158463-25-000015-index.htm |
| 2025‑03‑12 | 2025‑03‑10 | Award (A) | 22,094 | RSUs | 22,094 | https://www.sec.gov/Archives/edgar/data/1158463/000115846325000027/0001158463-25-000027-index.htm |
Note: Transactions are routine director equity grants/deferrals and exempt conversions; no open‑market sales disclosed in this period.
Governance Assessment
- Strengths: Independent status; relevant digital/cyber/IT expertise valuable to airline customer experience and technology oversight; Compensation Committee role during program reset (bonus caps, stronger LTI performance linkage) enhances pay‑for‑performance posture; strong attendance and adherence to ownership/anti‑hedging policies; no related‑party exposures disclosed.
- Watch items: Board dynamics include activist representation via Icahn Group (two designees added in 2024), which can influence strategic and compensation decisions—no direct conflict tied to Sharma disclosed. Dissolution of Technology Committee shifts tech/cyber oversight to Board/Audit, increasing need for digital expertise at committee level (which Sharma provides).
- Alignment signals: Director pay is modest and equity‑heavy; directors subject to 5× retainer guideline with deferral features (DSUs) and prohibition on hedging/pledging—supports alignment with shareholders.