JETBLUE AIRWAYS CORP (JBLU)
Sector: Industrials
2026 Annual Meeting Analysis
JETBLUE AIRWAYS CORP · Meeting: May 14, 2026
Directors FOR
3
Directors AGAINST
10
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Boneparth has served since 2008 and JetBlue's stock has fallen approximately 36% over the past three years while the broad industrials benchmark (XLI) rose 69% — a gap of more than 105 percentage points, far exceeding the 30-point threshold that triggers a vote against under our policy; the five-year record is even worse (-78.6%), so no mitigating long-term track record exists.
Mr. Ford joined in 2021 and his tenure substantially overlaps with JetBlue's severe stock underperformance versus XLI (gap of -105.3pp); additionally, he currently sits on four public company boards in total (JetBlue, Akamai Technologies, Iron Mountain, and Centene), which meets the overboarding threshold of four or more seats under our policy.
Ms. Geraghty joined the board in 2024 and would normally qualify for the 24-month new-director exemption; however, as the sitting CEO and an executive director, she bears accountability for company strategy and performance during her tenure as CEO (since February 2024), and JetBlue's stock has lost more than 36% over three years while the XLI benchmark gained 69% — applying the executive director standard, a vote against is warranted, though shareholders should note she has been CEO for only approximately two years and JetForward is a multi-year turnaround still in progress.
Ms. Jewett has served since 2011, her tenure fully covers the three-year and five-year underperformance periods, and JetBlue's stock has dramatically trailed the XLI benchmark by more than 105 percentage points over three years with no long-term track record to offset the concern.
Mr. Leduc has served since 2020, his tenure substantially overlaps with the full three- and five-year underperformance periods, and JetBlue's stock has trailed the XLI benchmark by over 105 percentage points with no long-term mitigating record.
Ms. McClure has served since 2019, her tenure substantially overlaps with both the three- and five-year underperformance periods, and JetBlue's stock has trailed the XLI benchmark by over 105 percentage points with no long-term offsetting performance.
Mr. Mittal has served since 2022, his tenure covers more than 24 months and substantially overlaps with the three-year underperformance period, and JetBlue's stock has trailed the XLI benchmark by over 105 percentage points with the five-year record (-78.6%) providing no mitigating context.
Ms. Robb O'Hagan has served since 2018, her tenure fully covers both the three- and five-year underperformance periods, and JetBlue's stock has dramatically underperformed the XLI benchmark by more than 105 percentage points with no long-term track record to offset the concern.
Mr. Sharma has served since 2019, his tenure substantially overlaps with both the three- and five-year underperformance periods, and JetBlue's stock has trailed the XLI benchmark by over 105 percentage points with no long-term offsetting performance.
Mr. Winkelmann has served since 2013, his tenure fully covers both the three- and five-year underperformance periods, and JetBlue's stock has dramatically underperformed the XLI benchmark by more than 105 percentage points with no long-term track record to provide comfort.
For Analysis
Mr. Lynn joined the board in May 2024, which is within the 24-month new-director exemption window under our policy, so he is exempt from the TSR underperformance trigger; no other policy flags apply.
Mr. Menke joined the board in May 2024, which is within the 24-month new-director exemption window under our policy, so he is exempt from the TSR underperformance trigger; no other policy flags apply.
Mr. Miller joined the board in May 2024, which is within the 24-month new-director exemption window under our policy, so he is exempt from the TSR underperformance trigger; no other policy flags apply.
JetBlue's stock has fallen approximately 36% over the past three years while the industrials sector benchmark (XLI) rose 69%, a gap of more than 105 percentage points that far exceeds the 30-point trigger threshold applicable when absolute returns are negative. The five-year record (-78.6%) provides no mitigating context. Accordingly, all directors whose tenure substantially overlaps with the underperformance period receive a vote AGAINST; only the three directors who joined in May 2024 (Lynn, Menke, Miller) fall within the 24-month new-director exemption and receive a vote FOR.
Say on Pay
✓ FORCEO
Joanna Geraghty
Total Comp
$5,191,318
Prior Support
84%%
The prior year say-on-pay vote received approximately 84% support, well above the 70% threshold that would require demonstrated responsiveness, and the company made visible improvements in response to shareholder feedback including reinstating a full-year performance measurement period and adding a relative total shareholder return metric to long-term incentive awards. CEO total compensation of approximately $5.2 million reflects a pay mix where more than 85% is at risk and variable, which satisfies the policy's pay-mix requirement, and the company maintains a meaningful clawback policy. While JetBlue's stock performance has been poor, the incentive structure does appear to tie pay to performance — the 2023-2025 performance stock awards vested at only 35% of target due to missed financial goals, which is exactly the kind of pay-for-performance alignment the policy looks for.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,642,000
Non-Audit Fees
$133,000
Non-audit fees (audit-related fees of $85,000 plus tax fees of $48,000 = $133,000) represent approximately 5% of audit fees ($2,642,000), well below the 50% threshold that would raise independence concerns; auditor tenure is not explicitly disclosed in the proxy so the tenure trigger cannot be applied; EY is a Big 4 firm appropriate for a company of JetBlue's size and complexity.
Overall Assessment
JetBlue's 2026 annual meeting ballot covers director elections, say-on-pay, auditor ratification, and an employee stock purchase plan amendment; the dominant issue is severe, sustained stock underperformance — JetBlue's shares have lost 36% over three years while the XLI benchmark gained 69%, triggering vote-against determinations for ten of the thirteen director nominees (all those who joined more than 24 months ago), while the say-on-pay and auditor ratification proposals both pass the policy screens and receive FOR recommendations. The three newest directors (Lynn, Menke, Miller, all joining May 2024) are exempt from the TSR trigger and receive FOR votes, reflecting the policy's recognition that newly appointed directors deserve reasonable time to contribute before being held accountable for prior-period underperformance.