8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 7, 2024

JETBLUE AIRWAYS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-49728		87-0617894
(State or other jurisdiction of incorporation)	(Commission File Number)		(I.R.S. Employer Identification No.)
27-01 Queens Plaza North	Long Island City	New York	11101
(Address of principal executive offices)			(Zip Code)

(718) 286-7900

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	JBLU	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 7, 2024, JetBlue Airways Corporation (“JetBlue” or the “Company”) announced the appointment of Martin St. George as President of the Company, effective February 26, 2024.

Mr. St. George, 59, most recently served as Chief Commercial Officer of LATAM Airlines Group S.A., beginning in 2020, after a 30+ year career in the airline industry in both North America and Europe. Prior to joining LATAM, Mr. St. George served as interim Chief Commercial Officer at Norwegian Air Shuttle ASA beginning in 2019. From 2006 to 2019, he served in various leadership positions at JetBlue, including as Chief Commercial Officer from 2015 to 2019. Mr. St. George holds a degree in Civil Engineering from the Massachusetts Institute of Technology.

In connection with Mr. St. George’s appointment, the Company entered into an offer letter pursuant to which he will receive an annual base salary of $625,000. He will also be eligible for a target bonus of 125% of his annual base salary based on Company and individual performance, which, for 2024, will be paid at no less than target. Mr. St. George’s offer letter provides for a $500,000 performance-based sign-on bonus. The bonus is paid in two equal installments, with the first paid within 30 days after his start date and the second within 30 days after the first anniversary of his start date. The bonus is subject to clawback if Mr. St. George is not actively employed through February 15, 2026 or does not meet the performance goals.

Mr. St. George will also be eligible to receive annual long-term incentive equity awards pursuant to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan. His 2024 award will have a target value of $2,000,000, 50% of which will be restricted stock units that vest in three equal annual installments commencing on the first anniversary of the grant date, subject to his continuing employment, and the other 50% will be performance stock units that vest based on Company performance over a three-year performance period. In addition, if Mr. St. George remains in continuous service with the Company for three years, he will re-qualify for retirement eligible vesting provisions that apply to the Company’s equity award program.

Mr. St. George will enter into the Company’s standard form of indemnification agreement in the form filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2021.

There are no arrangements or understandings between Mr. St. George and any other person pursuant to which he was appointed. Mr. St. George has no family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer, and there are no transactions in which Mr. St. George has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The public announcement regarding the foregoing appointment described in Item 5.02 of this Current Report on Form 8-K was made by means of a press release on February 7, 2024, which is furnished herewith as Exhibit 99.1.

The information included under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Offer Letter between JetBlue Airways Corporation and Martin St. George, dated February 6, 2024
99.1*	Press Release of JetBlue, dated February 7, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			JETBLUE AIRWAYS CORPORATION
			(Registrant)
Date:	February 7, 2024	By:	/s/ Brandon Nelson
			Brandon Nelson
			General Counsel and Corporate Secretary

EX-10.1

February 6, 2024

Hi Marty, welcome back!

Get ready! JetBlue is unlike any other company and we know you have what it takes to thrive here. By now, you’ve had a glimpse of our values in action - Safety, Caring, Integrity, Passion and Fun – and beginning with your start date here on February 26, 2024, we’re excited to see how you’ll bring them to life for yourself, your fellow Crewmembers and our Customers as President, JetBlue Airways reporting primarily and directly to our Chief Executive Officer (CEO).

Your Crewmember ID number is TBD, and you’ll be based at JetBlue’s Long Island City Support Center (LSC). You shall be permitted to maintain a hybrid in-office/remote working arrangement, subject to JetBlue policy as it may exist from time to time. You join your fellow Crewmembers as the face of our brand and the heart of our mission – to inspire humanity, and we believe there is none better for the job.

Upon your acceptance, please sign and return this letter to us, confirming our offer of employment under the following terms and conditions:

SALARY: $625,000 annualized (“Base Salary”), to be paid on the fifth (5th) and twentieth (20th) of each month. If either day falls on a Saturday, pay day will be the Friday before. If either day falls on a Sunday, pay day will be Monday. Your Base Salary shall be reviewed annually for increase, but not decrease, other than as part of, and generally consistent with, a general reduction of base salaries affecting other similarly situated senior executives.

ANNUAL INCENTIVE: Target of 125% of Base Salary, with a minimum of 0% and a maximum of 250% of Base Salary, based on the achievement of Company and personal performance (75% based on Corporate Performance Factor and 25% based on individual goals), which is due and payable by March 15 of the following year, and subject to your continued employment through the date of payment. Your target Annual Incentive shall be reviewed annually for increase, but not decrease, other than as part of, and generally consistent with, a general reduction of target annual incentives affecting other similarly situated senior executives. Notwithstanding the foregoing, your annual incentive for 2024 shall not be prorated and shall be paid at no less than target.

PERFORMANCE-BASED SIGN-ON BONUS: The Company shall provide you with a one-time sign-on bonus of $500,000 subject to the following terms and conditions:

•This sign-on bonus will be delivered in two tranches, both of which shall be subject to your achievement of up to three objectives, as selected by the CEO, which must be met between your start date and February 15, 2026.

•$250,000 first tranche will be paid approximately 30 days after your start date in regular payroll cycle.

•$250,000 second tranche will be paid within 30 days following the first anniversary of your start date subject to your continued active employment through such date.

•The full amount of $500,000 is at risk and subject to full, partial or no payout, as determined by the CEO, based on achievement of the defined key deliverables referenced above. JetBlue is authorized to clawback any previously paid tranche or portion thereof to reflect such partial achievement. To the extent the clawback is being effected on any previously paid tranche while you are still actively employed, it will be effected on a gross basis before taxes. Following the certification of the attainment of the defined key deliverables referenced above, no earned portion

of the sign-on bonus shall be subject to clawback on the basis of partial achievement or failure to achieve (but, for the avoidance of doubt, shall still be subject to clawback pursuant to the immediately following paragraph if employment is terminated before February 15, 2026, as described in such paragraph).

•In addition, the bonus is subject to clawback if you are not actively employed from your start date through February 15, 2026; provided, that, if your employment terminates before February 15, 2026 as a result of your death or Disability (as defined in the Company’s Severance Plan or Executive Change in Control Severance Plan, as applicable) then only a pro-rated portion of the bonus shall be subject to clawback, with such pro-ration to be calculated based on both the number of days of your continuous employment with us since the start date, and the CEO’s assessment of the degree to which the applicable key deliverables were achieved as of the date of your termination. If a clawback is triggered because your employment terminates, such clawback will be on an after-tax basis.

LONG-TERM INCENTIVE: Starting in 2024, you will be eligible to receive an annual long-term incentive equity grant pursuant to the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan, as may be amended from time to time and Company policy, subject to approval by the Compensation Committee. Your 2024 award will have a target value of $2,000,000, which will be delivered 50% in the form of Restricted Stock Units (RSUs) and 50% in the form of Performance Stock Units (PSUs). Your award of RSUs and PSUs will be made on the regularly scheduled grant date for awards to newly hired executives, subject to your continued employment through such date.

50% Restricted Stock Units: The 2024 RSUs are time based and vest in equal annual installments over a three-year period from the Grant Date.

50% Performance Stock Units: The 2024 PSUs are issued with a three-year performance period, in accordance with the program approved by the Compensation Committee. PSUs vest based upon company performance and upon review and certification of such by the Compensation Committee and, when vested, are issued as JetBlue Airways common stock.

SPECIAL APPLICABILITY OF RETIREMENT VESTING PROVISIONS FOR EQUITY AWARDS:

Standard terms of our equity awards provide for full or partial vesting upon a qualifying retirement (i.e., age of fifty-five (55) and ten (10) years of service). As a returning Crewmember, in consideration of your prior service, you will re-qualify for these retirement vesting provisions if you remain in continuous service with us from your start date through the third anniversary of the start date (i.e., you complete three years of employment).

RELOCATION / TRANSITION*: In your new position you will be given a relocation benefit. Please review the relocation document sent under separate cover, and JetBlue will consider other appropriate compensation to address transition costs. Relocation must be completed within twelve months from your start date.

SEVERANCE PLANS: You will participate in the JetBlue Airways Corporation Severance Plan, as a Top Executive (as therein defined), and the JetBlue Airways Corporation Executive Change in Control Severance Plan, as a Tier I Employee (as therein defined) each as they may be amended from time to time.

401(k): JetBlue sponsors a 401(k) plan to which you may contribute a portion of your pay. JetBlue also provides a dollar-for-dollar matching contribution up to 5% of your eligible earnings to encourage you to save for retirement, subject to the terms of the applicable plans.

MEDICAL/DENTAL/VISION: Coverage for medical, dental, vision and flexible spending account benefits becomes effective on the first of the month following your start date. The Company pays the majority of the cost of coverage for you and your dependents. Details will be covered during your orientation session.

LIFE INSURANCE and AD&D: The Company pays for basic life insurance equal to one times your annual salary. You can purchase dependent coverage under the group plan as well as additional supplemental coverage for yourself up to six times your annual salary.

LONG TERM DISABILITY: Full-time Crewmembers will be eligible for Long Term Disability coverage on date of hire.

CREWMEMBER ASSISTANCE PROGRAM (CAP): You and your eligible dependents can participate on your first day of employment. This program provides access to a counselor for support around issues affecting you and your family members.

PAID TIME OFF (PTO): JetBlue offers an innovative approach to your Paid Time Off benefits. PTO gives you the flexibility to decide when and how you use the time. As an officer, you are eligible for unlimited PTO.

CERTAIN OTHER MATTERS: As you know, you and JetBlue signed a Separation Agreement and General Release on July 15, 2019 (the SAGR), and you subsequently signed the Bring-Down Release contemplated in the SAGR. Except as specifically provided herein, nothing in this offer letter is intended to supersede or replace the provisions of the SAGR or Bring-Down Release, and you and JetBlue agree that those provisions of the SAGR and Bring Down Release that are continuing remain in full force and effect in accordance with their terms, including (without limitation) the Travel Privileges, the OAL Retiree Flight Privileges, and the covenants relating to non-disparagement and cooperation; provided, that, comments made in the normal course of performing your duties for the Company (e.g., performance reviews) shall not be treated as violating the non-disparagement provisions of the SAGR, but you understand and agree that all comments that you make in the course of performing your duties for JetBlue shall be subject to JetBlue policies and procedures as the same may be in effect from time to time. In addition, you and JetBlue agree that the following phrase of the second and third sentences of Section 6 of the SAGR – “or is in connection with Executive’s employment or service with any Releasee or the termination thereof” – shall not be interpreted to apply to your employment with JetBlue from and after the start date or any termination of such employment. For the avoidance of doubt, other than for the purposes of the specific rights and obligations preserved pursuant to this letter agreement, your employment with the Company for purposes of its plans and policies is understood to begin on the start date, and shall be treated as such.

By signing this letter, you represent and warrant to JetBlue that (i) when you commence employment on the start date, you will not be an employee of any other person or entity, (ii) your employment with JetBlue will not conflict with or be constrained by any prior employment, employment agreement, consulting agreement, undertaking, partnership relationship, equity ownership interest or any other relationship or any other contractual obligations, fiduciary or other duties or legal restrictions, (iii) your performance of your duties will not require you to, and you shall not rely on in the performance of your duties or disclose to JetBlue or induce JetBlue in any way to use or rely on, any trade secret or other confidential or proprietary information or material belonging to any previous employer or service recipient, (iv) subject to any limitations due to confidentiality or other contractual obligations between you and any prior employer or service provider, you have provided accurate and complete information regarding the nature of your ongoing or prior employment relationships and your material activities (including all facts and circumstances that could affect your ability to provide services to JetBlue), (v) you will immediately inform JetBlue if any of the representations are or become inaccurate, and (vi) you

agree that, during your employment with JetBlue, you will honor fully all legal or contractual obligations you have to third parties that may restrict you from soliciting or interfering with customers, employees or the like or from using or disclosing trade secrets or other proprietary or confidential information.

All amounts in this offer letter are gross amounts, before taxes, unless the letter provides otherwise.

After you’ve reviewed this offer letter, kindly sign below and return it to Laurie Villa.

Welcome to JetBlue. Inspiration starts here, with you.

Sincerely,

/s/ Laurie Villa                         Date: February 6, 2024

Laurie Villa        

Chief People Officer                    

I Accept

/s/ Martin St. George                        Date: February 6, 2024

Martin St. George

Please note by acknowledging this offer of employment, you are acknowledging you have received notice of your pay rate, overtime rate (if eligible), allowances, and designated payday.

* lf after accepting this offer you decide to resign (other than for Good Reason), or are terminated for Cause, from the employment of JetBlue prior to the completion of 24 months, you will be required to reimburse JetBlue for the relocation costs paid by JetBlue. No repayment shall be required for termination as a result of death or Disability.

From time to time, for reasons such as, but not limited to, competitive surveys, Crewmember input, and legal requirements, the benefits we provide our Crewmembers may be changed or discontinued at any time for any reason. The terms outlined herein, are subject to, and governed by the terms and conditions of the applicable plans, Company policies and/or other applicable grant agreements, and may be changed by the Company from time to time. You are hired on an at-will basis, meaning this letter or any other communication is not to be construed as a contract of permanent employment or for any terms and conditions of employment, unless in writing and signed by the Chief Executive Officer of the Company. You may resign or be terminated, at any time, at the Company’s discretion. This offer of employment is contingent upon a successful background verification and drug screen.

EX-99.1

PRESS RELEASE

Marty St. George Named President of JetBlue

30-year industry veteran rejoins JetBlue effective February 26, 2024

NEW YORK (February 7, 2024) – JetBlue Airways (NASDAQ: JBLU) today announced the appointment of Marty St. George to be the company’s next president, effective February 26, 2024. He will report to Joanna Geraghty, JetBlue’s current president and incoming chief executive officer.

Since 2020, St. George has served as chief commercial officer at LATAM Airlines Group, Latin America’s largest airline holding company, in Santiago, Chile. Prior to joining LATAM, he operated an airline strategy consulting practice, where he served airline and travel industry clients, including a role as interim Chief Commercial Officer at Norwegian Air Shuttle ASA. He previously served as a member of JetBlue’s leadership team from 2006-2019.

Over the span of 13 years with JetBlue – beginning as vice president, planning, later senior vice president marketing and commercial, and ultimately executive vice president and chief commercial officer – St. George was a key architect of the carrier’s focus city strategy, led its successful entry into airline partnerships, and oversaw its distinctive brand and innovative product strategy. Prior to JetBlue, he held marketing and network planning leadership roles over nearly two decades at United and US Airways.

In his new role as president, St. George will lead JetBlue’s commercial functions – including marketing, loyalty, network planning, airline partnerships, sales and revenue management – along with customer support, enterprise and operational planning, and corporate communications. He’ll also have oversight of JetBlue Travel Products (JTP), an important growth area for the company, which will continue to be led day-to-day by its current president, Andres Barry.

“With more than 30 years of experience in aviation and a passion for our industry like few others, Marty’s the right leader to bring onboard as we embark on our focused plan to get back to profitability,” Geraghty said. “I look forward to working with Marty to ensure that our crewmembers are set up for success in serving our customers and can deliver the reliability we know is critical to generating financial returns and powering long-term, sustainable growth.”

St. George added: “I’m energized to be returning to JetBlue at this pivotal time in its history. JetBlue has incredibly passionate people and one of the best brands in the industry. I’m eager to get to work to help drive the business forward for the benefit of our crewmembers, customers, and owners alike.”

St. George has a degree in civil engineering from the Massachusetts Institute of Technology (MIT).

About JetBlue

JetBlue is New York's Hometown Airline®, and a leading carrier in Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando and San Juan. JetBlue, known for its low fares and great service, carries customers to more than 100 destinations throughout the United States, Latin America, the Caribbean, Canada and Europe. For more information and the best fares, visit jetblue.com.

JetBlue Corporate Communications

Tel: +1.718.709.3089

corpcomm@jetblue.com

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PRESS RELEASE

Cautionary Language Regarding Forward-Looking Information

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts contained in this press release may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “expects,” “plans,” “intends,” “anticipates,” “indicates,” “remains,” “believes,” “estimates,” “forecast,” “guidance,” “outlook,” “may,” “will,” “should,” “seeks,” “goals,” “targets” or the negative of these terms or other similar expressions. Additionally, forward-looking statements include statements that do not relate solely to historical facts, such as statements which identify uncertainties or trends, discuss the possible future effects of current known trends or uncertainties, or which indicate that the future effects of known trends or uncertainties cannot be predicted, guaranteed, or assured. Forward-looking statements contained in this press release include, without limitation, statements regarding executive transitions. Forward-looking statements involve risks, uncertainties and assumptions, and are based on information currently available to us. Actual results may differ materially from those expressed in the forward-looking statements due to many factors, including, without limitation, the occurrence of any event, change or other circumstances, including outcomes of legal proceedings, that could give rise to the right of JetBlue or Spirit or either party to terminate the Merger Agreement; risks related to the long-term nature of our fleet order book; volatility in fuel prices and availability of fuel; increased maintenance costs associated with fleet age; costs associated with salaries, wages and benefits; risks associated with a potential material reduction in the rate of interchange reimbursement fees; risks associated with doing business internationally; our reliance on high daily aircraft utilization; our dependence on the New York metropolitan market; risks associated with extended interruptions or disruptions in service at our focus cities; risks associated with airport expenses; risks associated with seasonality and weather; our reliance on a limited number of suppliers for our aircraft, engines, and our Fly-Fi® product; risks related to new or increased tariffs imposed on commercial aircraft and related parts imported from outside the United States; the outcome of legal proceedings with respect to our NEA with American Airlines and our wind-down of the NEA; failure to obtain certain governmental approvals necessary to consummate the Merger; the outcome of the lawsuit filed by the Department of Justice and certain state Attorneys General against us and Spirit related to the Merger; risks associated with failure to consummate the Merger in a timely manner or at all; risks associated with the pendency of the Merger and related business disruptions; indebtedness following consummation of the Merger and associated impacts on business flexibility, borrowing costs and credit ratings; the possibility that JetBlue may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all; challenges associated with successful integration of Spirit's operations; expenses related to the Merger and integration of Spirit; the potential for loss of management personnel and other key crewmembers as a result of the Merger; risks associated with effective management of the combined company following the Merger; risks associated with JetBlue being bound by all obligations and liabilities of the combined company following consummation of the Merger; risks associated with the integration of JetBlue and Spirit workforces, including with respect to negotiation of labor agreements and labor costs; the impact of the Merger on JetBlue’s earnings per share; risks associated with cybersecurity and privacy, including potential disruptions to our information technology systems or information security breaches; heightened regulatory requirements concerning data security compliance; risks associated with reliance on, and potential failure of, automated systems to operate our business; our inability to attract and retain qualified crewmembers; our being subject to potential unionization, work stoppages, slowdowns or increased labor costs; reputational and business risk from an accident or incident involving our aircraft; risks associated with damage to our reputation and the JetBlue brand name; our significant amount of fixed obligations and the ability to service such

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PRESS RELEASE

obligations; our substantial indebtedness and impact on our ability to meet future financing needs; financial risks associated with credit card processors; restrictions as a result of our participation in governmental support programs under the CARES Act, the Consolidated Appropriations Act, and the American Rescue Plan Act; risks associated with seeking short-term additional financing liquidity; failure to realize the full value of intangible or long-lived assets, causing us to record impairments; risks associated with disease outbreaks or environmental disasters affecting travel behavior; compliance with environmental laws and regulations, which may cause us to incur substantial costs; the impacts of federal budget constraints or federally imposed furloughs; impact of global climate change and legal, regulatory or market response to such change; increasing attention to, and evolving expectations regarding, environmental, social and governance matters; changes in government regulations in our industry; acts of war or terrorism; and changes in global economic conditions or an economic downturn leading to a continuing or accelerated decrease in demand for air travel.

Given the risks and uncertainties surrounding forward-looking statements, you should not place undue reliance on these statements. You should understand that many important factors, in addition to those discussed or incorporated by reference in this press release, could cause our results to differ materially from those expressed in the forward-looking statements. Further information concerning these and other factors is contained in JetBlue's filings with the U.S. Securities and Exchange Commission (the “SEC”), including but not limited to our Annual Report on Form 10-K for the year ended December 31, 2022, as updated by our other SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2023, to be filed with the SEC. In light of these risks and uncertainties, the forward-looking events discussed in this press release might not occur. Our forward-looking statements speak only as of the date of this press release. Other than as required by law, we undertake no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.

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