Warren Christie
JETBLUE AIRWAYSAbout Warren Christie
Warren Christie, age 57, has served as JetBlue’s Chief Operating Officer (COO) since February 12, 2024, after joining JetBlue in 2003 and holding multiple safety and operations leadership roles . He graduated from the University of Notre Dame in 1988 and was a U.S. Navy F/A‑18 Naval Aviator and TOPGUN instructor before his airline career . As COO he leads day‑to‑day operational performance across airports, flight operations, inflight, safety, security, system operations, technical operations, and JetBlue University, with a mandate to improve reliability and restore profitability under the JetForward plan (on‑time arrivals up ~6 points in 2024 vs 2023; NPS up ~10 points) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JetBlue Airways | Chief Operating Officer | 2024–present | Leads safe, reliable operations; oversight of airports, flight ops, inflight, safety/security, system ops, technical ops, and JetBlue University . |
| JetBlue Airways | Head of Safety, Security, Fleet Operations & JetBlue University | 2021–2022 | Oversaw enterprise safety programs, security initiatives, fleet ops, airports and training via JBU . |
| JetBlue Airways | Head of Safety, Security & Fleet Operations | 2019–2021 | Led safety/security and fleet operations across the network . |
| JetBlue Airways | SVP Regulatory & Training; VP Operations Planning & Training; VP JetBlue University | Pre‑2019 (dates not individually specified) | Built regulatory and training frameworks; operations planning; enterprise training capabilities . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. Navy | Naval Aviator (F/A‑18) and TOPGUN instructor | From 1988 (exact end date not disclosed) | Led TOPGUN staff/student training and curriculum design; high‑reliability, mission‑critical leadership experience . |
Fixed Compensation
| Component | 2024 |
|---|---|
| Base Salary ($) | 530,000 |
| Target Bonus (% of Salary) | 90% |
| Target Annual Incentive ($) | 477,000 |
| Long‑Term Incentive Target ($) | 1,200,000 (50% RSUs, 50% PSUs) |
| Target Total Direct Compensation ($) | 2,207,000 |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual (H2 2024) | Payout % (H2) |
|---|---|---|---|---|---|---|
| Absolute Pre‑Tax Margin | 12.5% | (6.0%) | (1.4%) | 4.7% | (3.3%) | 58.7% |
| Controllable Costs (YoY % change) | 12.5% | 9.5% | 6.3% | 5.3% | 7.8% | 45.2% |
| Customer Index (composite) | 25.0% | Index | Index | Index | Index | 160.4% |
| – Crewmember WOW | 8.33% | 37.0 | 43.0 | 46.1 | 46.5 | 200.0% |
| – On‑Time Performance | 8.33% | 64.7% | 70.1% | 75.1% | 75.5% | 151.2% |
| – Completion Factor | 8.33% | 97.1% | 98.3% | 99.0% | 98.6% | 129.9% |
| Total H2 Funding | 50.0% | — | — | — | — | 53.1% |
- The combined H1/H2 financial and operational funding calculation was 131.8% before committee cap; 2024 annual incentive payouts were capped at 100% for all NEOs following a low Say‑on‑Pay vote to reinforce pay‑for‑performance alignment .
| 2024 Annual Incentive Award (Cash Bonus) | Value |
|---|---|
| Base Salary ($) | 530,000 |
| Target (%) | 90% |
| Target Bonus ($) | 477,000 |
| Calculated Bonus (pre‑cap) ($) | 590,765 |
| Downward Adjustment ($) | (113,765) |
| Final Award Paid ($) | 477,000 |
- One previously committed award paid out at 62% of grant value in 2024; Christie’s grant value $150,000, final payout $93,000 .
Equity Ownership & Alignment
| Holding / Policy | Detail |
|---|---|
| Common stock owned (Direct) | 54,605 shares as of Form 3 filing (Feb 21, 2024) . |
| RSUs outstanding (derivatives on Form 3) | 4,223 (grant 2/25/2021, 3‑year equal annual vest) ; 10,860 (grant 2/23/2022, 3‑year equal annual vest) ; 45,726 (grant 4/11/2023, cliff vest on 4/11/2025) ; 54,872 (grant 4/11/2023, 3‑year equal annual vest) . |
| RSU vesting schedule (new LTI) | RSUs linked to 2024 LTI vest in three equal annual installments beginning on first anniversary of grant; PSUs constitute 50% of LTI and include performance‑based vesting (including relative TSR in program) . |
| Ownership guidelines | Executives required to hold 2x base salary; NEOs met/exceeded or are within the compliance window as of 12/31/2024 . |
| Hedging/pledging | Prohibited for executives and directors (short sales, margin accounts, pledging, derivatives) per Insider Trading Policy . |
| Clawback | Policy for recovery of erroneously awarded incentive compensation adopted October 2, 2023; includes Dodd‑Frank‑compliant restatement clawback and discretionary recovery for misconduct (3‑year lookback) . |
Employment Terms
| Scenario | Cash Multiple (Base + Target Bonus column, per proxy) | Pro‑Rata Bonus ($) | RSUs ($) | PSUs ($) | Pandemic Retention Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Without Cause / Good Reason | 1,060,000 | 314,800 | 1,473,514 | 477,170 | 31,000 | 168,754 | 3,525,238 |
| Death/Disability | — | — | 1,473,514 | 477,170 | 31,000 | — | 1,981,684 |
| Retirement | — | — | 1,473,514 | 477,170 | 31,000 | 123,000 | — (amounts shown, total not stated) |
| Change‑of‑Control (Double Trigger) | 2,014,000 | 477,000 | 1,473,514 | 1,096,297 | — | 72,528 | 5,133,339 |
- Appointment terms (Jan 29, 2024): Base salary $530,000; target bonus 90% of base; LTI target $1,200,000 (50% PSUs, 50% RSUs); RSUs vest in three equal annual installments; standard indemnification agreement .
Performance & Track Record
- Leadership mandate: “improve reliability and restore profitability” with 35 years aviation experience, 21 at JetBlue; appointed concurrent with CEO transition to Joanna Geraghty .
- JetForward early momentum: reliability improved materially (on‑time arrivals +6 points YoY 2024 vs 2023); NPS improved ~10 points; structural cost savings $190M; new revenue initiatives ~$395M; financing and capex deferrals to strengthen liquidity .
Compensation Structure Analysis
- AIP design: 75% financial/operational metrics (Absolute Pre‑Tax Margin, Controllable Costs, Customer Index) and 25% individual performance; H1/H2 measurement in 2024; reverted to full‑year measurement for 2025 .
- Payout governance: 2024 AIP capped at 100% (calculated funding 131.8%) following low Say‑on‑Pay; 2025 STI returns to full‑year measurement; LTI mix adjusted to 50% RSUs / 50% PSUs, with relative TSR metric included .
- Shareholder engagement: Extensive 2024 outreach (top 25 holders, ~76% of shares; engaged with ~59%); enhanced disclosure on retention awards and incentive metrics; tightened alignment to performance in 2025 program .
SAY‑ON‑PAY & Shareholder Feedback
- 2024 Say‑on‑Pay substantially lower than history; Compensation Committee responded by capping 2024 bonuses at 100% and redesigning STI/LTI for 2025 with more performance emphasis and transparency .
Expertise & Qualifications
- Deep safety/operations leadership across JetBlue; prior U.S. Navy TOPGUN instructor; formal responsibility for regulatory, training, operations planning, and enterprise safety/security .
Equity Ownership & Vesting Schedules
| Grant Date | Security | Units | Vesting Terms | Next Vest Date |
|---|---|---|---|---|
| 02/25/2021 | RSU | 4,223 | Equal annual installments over 3 years on grant anniversaries | 02/25/2024 (final tranche) |
| 02/23/2022 | RSU | 10,860 | Equal annual installments over 3 years on grant anniversaries | 02/23/2025 |
| 04/11/2023 | RSU | 45,726 | Cliff vest | 04/11/2025 |
| 04/11/2023 | RSU | 54,872 | Equal annual installments over 3 years on grant anniversaries | 04/11/2025 |
- New LTI awards: RSUs vest ratably over 3 years; PSUs vest based on performance (includes relative TSR) .
- Insider trading filings: Form 3 filed 02/21/2024 shows holdings listed above; no Form 4 transactions were identified in the retrieved results .
Employment Terms & Governance Policies
- Severance/change‑of‑control economics summarized above (double‑trigger treatment for equity on CoC; pro‑rata bonus treatment varies by scenario) .
- Clawback, anti‑hedging/anti‑pledging, and ownership guidelines enforce alignment and risk control (executive 2x salary requirement; prohibited hedging/pledging) .
- Compensation oversight by independent Compensation Committee; Pay Governance serves as independent adviser .
Investment Implications
- Alignment: At‑risk pay structure (AIP tied to margin/cost/customer metrics; LTI 50% PSUs with relative TSR) strengthens linkage to operational execution and shareholder returns .
- Near‑term supply/pressure: Multiple RSU tranches vest in 2025 (Feb and April), which may increase taxable events and potential liquidity needs; hedging/pledging prohibitions limit misalignment risk .
- Retention risk mitigants: Competitive fixed pay, clear performance‑based incentives, and defined severance/CoC protections; 2024 shareholder engagement and program redesign reduce pay‑for‑performance concerns flagged in the low Say‑on‑Pay outcome .
- Execution focus: Reliability/NPS gains under JetForward suggest operational traction; bonuses capped in 2024 indicate disciplined pay in a challenging year; continued delivery on margin/cost targets will be key to PSU vesting outcomes and future incentive payouts .