JETBLUE AIRWAYS CORP (Form: 8-K, Received: 09/07/2021 17:19:04)

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): September 5, 2021

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.

(c) On September 5, 2021, the Board of Directors (the “Board”) of JetBlue Airways Corporation (“JetBlue” or the “Company”), appointed Ursula Hurley, the Company’s Acting Chief Financial Officer, as the Company’s Chief Financial Officer (“CFO”), effective immediately.

Ms. Hurley, age 40, has served as the Company’s Acting Chief Financial Officer since June 12, 2021, and previously as Head of Treasury and Investor Relations and Treasurer since April 2021. Ms. Hurley first joined the Company’s finance team in 2004 and subsequently served in positions of increasing responsibility, including as Director, Assistant Treasurer & Fuel from June 2012 to July 2017 and Vice President Structural Programs from July 2017 to July 2018. From July 2018 to April 2021, Ms. Hurley was Vice President Treasurer, responsible for debt and cash management, cash flow, fuel and interest rate hedging, strategic sourcing, and fleet strategy, including aircraft and engine sourcing.

There are no arrangements or understandings between Ms. Hurley and any other person pursuant to which she was selected as CFO. Ms. Hurley does not have any 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 Ms. Hurley has an interest requiring disclosure under Item 404(a) of Regulation S-K.

(e) In connection with her appointment as CFO, Ms. Hurley was granted an executive retention award of $600,000 (the “ERA”). The ERA subsumes and satisfies the “Additional Payment” of $15,000 for each month Ms. Hurley served in the Acting CFO capacity, as disclosed in her Acting CFO offer letter (the “Offer Letter”) dated June 15, 2021 (reported on the Current Report on Form 8-K/A filed with the Securities and Exchange Commission on June 21, 2021). The ERA will be payable thirty days following the lapse of the CARES Act, Consolidated Appropriations Act or American Rescue Plan Act compensation restrictions, or any subsequent legislation establishing similar compensation limitations (collectively, the “Government Support”), provided Ms. Hurley remains employed by, or performs services for, JetBlue on such payment date, subject to the exceptions described in the ERA.

In addition to the ERA awarded in connection with her appointment as CFO, Ms. Hurley remains eligible to receive: (i) executive retention awards previously disclosed in the aggregate amount of $265,000; and (ii) the Additional Cash Bonus Opportunity, upon achievement of the performance metrics described in the Offer Letter, each thirty days following the lapse of any Government Support, provided Ms. Hurley remains employed by JetBlue on such payment date. She also remains eligible to participate in the Company’s annual and long-term incentive programs, as well as the other employee benefit plans and compensation programs that the Company maintains for its salaried employees, including its executive officers. The Compensation Committee of the Board approved Ms. Hurley’s compensation package.

Ms. Hurley may not realize the full value of her CFO compensation package during any period in which executive compensation limitations under Government Support apply. The Company will continue to monitor and administer its executive compensation program in accordance with Government Support requirements.

The foregoing summary of the ERA is not complete and is qualified in its entirety by reference to the ERA filed herewith as Exhibit 10.1 and incorporated by reference herein.

Separately, on September 5, 2021, the Company and Robin Hayes, the Company’s Chief Executive Officer, executed an amendment to Mr. Hayes’s employment agreement to extend his term of employment through the earlier of September 1, 2023 or termination of his employment under the employment agreement. Other than the foregoing extension, the terms of Mr. Hayes’ employment agreement remain unchanged. The Board approved the foregoing change to Mr. Hayes’ employment agreement.

Item 7.01 Regulation FD Disclosure.

On September 7, 2021, the Company issued a press release announcing the changes to the Company's leadership structure disclosed under Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1 herewith.

References to the Company's website in the release do not incorporate by reference the information on such website into this report, and the Company disclaims any such incorporation by reference. The information included under Item 7.01 of this report (including the press release) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the

Securities Exchange Act of 1934, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit Number						Description
10.1						JetBlue Executive Retention Award issued - Ursula Hurley, dated September 5, 2021
10.2						Amendment to Employment Agreement between Robin Hayes and JetBlue Airways Corporation, dated September 5, 2021
99.1**						Press Release dated September 7, 2021 of JetBlue Airways Corporation
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:

September 7, 2021

By:

/s/ Brandon Nelson

General Counsel & Corporate Secretary

September 5, 2021

Ms. Ursula Hurley

c/o JetBlue Airways Corp.

27-01 Queens Plaza North

Long Island City, NY 11101

Dear Ursula,

JetBlue is successful because of Crewleaders like you who demonstrate passion, dedication, and a commitment to balancing the interests of our Company, Customers and Shareholders.

As you likely appreciate, the impact of COVID-19 has created an incredibly challenging period for our Company, our industry, and all of us as individuals. That said, we want to recognize your significant efforts and contributions despite these challenges with an Executive Retention Award to encourage your continued active employment at JetBlue.

Executive Retention Award: You will be eligible to receive a one-time bonus amount of $600,000 (which amount includes and satisfies the lump sum, one-time payment equal to $15,000 for each month that you have served in the position of Acting CFO described as the “ADDITIONAL CASH PAYMENT” in the June 15, 2021 letter from Robin Hayes), thirty (30) days following the latter of lapse of CARES Act, the Consolidated Appropriations Act or the American Rescue Plan compensation restrictions, or any subsequent legislation establishing similar limitations (collectively, the “Government Support”) (the “Payment Date”). This Executive Retention Award will be paid in the form of cash.

You must remain employed with or performing services for JetBlue through the Payment Date to receive payment of the award. However, you will receive the award on the Payment Date should: (i) JetBlue terminate your employment or services without Cause; (ii) if you terminate your employment or services with JetBlue for Good Reason; or (iii) if your employment is terminated as a result of Disability. For the purposes of the foregoing sentence, capitalized terms have the meanings as defined in the Amended and Restated JetBlue Airways Corporation Severance Plan 2020. Under any other circumstances where you do not remain employed with or performing services for JetBlue through the Payment Date, the Compensation Committee may determine in its sole discretion whether you shall still be eligible to receive any payment of your award.

If this Executive Retention Award is deemed to violate requirements of the Government Support compensation restrictions, or any subsequent legislation establishing similar limitations, either: (i) payment under this Executive Retention Award shall be deferred until JetBlue reasonably believes that payment (or portions thereof) will not be prohibited under the Government Support restrictions; or (ii) if deferment is infeasible, this Executive Retention Award will be void to the extent necessary to comply with such requirements. This Executive Retention Award is intended to satisfy the requirements of Section 409A of the U.S. Internal Revenue Code with respect to amounts subject thereto and shall be interpreted, construed and performed consistent with such intent.

Thank you again for your continued extraordinary efforts during this unprecedented time. We look forward to your future contributions and continued success here at JetBlue.

Best regards,

/s/ Robin Hayes

Robin Hayes

Chief Executive Officer

AMENDMENT NO. 3

TO THE EMPLOYMENT AGREEMENT

BETWEEN

JETBLUE AIRWAYS CORPORATION

AND ROBIN HAYES

This AMENDMENT NO. 3 (the “Amendment”) to the Employment Agreement, dated February 16, 2015 and amended on February 16, 2017 and on February 13, 2020 (collectively, the “Prior Agreement”), by and between JETBLUE AIRWAYS CORPORATION, a Delaware corporation (the “Company”), and ROBIN HAYES (the “Executive”), is hereby entered into this 5th day of September 2021.

WHEREAS, the Company and the Executive previously entered into the Prior Agreement; and

WHEREAS, the Company and the Executive desire to provide for the continued employment of the Executive on the terms and conditions contained in the Prior Agreement, as modified by this Amendment;

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

1. Section 2 of the Prior Agreement is replaced in its entirety by the following:

“2. Term of Employment. The Executive’s employment under this Agreement commenced on February 16, 2015 (the “Effective Date”). On September 5, 2021, the Board of Directors of the Company (the “Board”) exercised its discretion to extend the initial term of the Agreement (the “Term”), such that this Agreement shall terminate on the earlier of (i) September 1, 2023 or (ii) the termination of the Executive’s employment under this Agreement.”

2. All remaining terms of the Prior Agreement shall continue in full force and effect, as amended hereby.

IN WITNESS WHEREOF, the Company has caused this Amendment to be signed by its duly authorized officer pursuant to the authority of its Board, and the Executive has executed this Amendment, as of the date set forth above.


JETBLUE AIRWAYS CORPORATION

By: /s/ Laurie Villa
Name: Laurie Villa
Chief People Officer


EXECUTIVE

By: /s/ Robin Hayes
Name: Robin Hayes
Dated: September 5, 2021

News Release

JetBlue Names Ursula Hurley Chief Financial Officer

— Acting CFO and 17-year JetBlue veteran promoted to lead finance strategy —

NEW YORK (September 7, 2021)—JetBlue (NASDAQ: JBLU) today announced the appointment of Ursula Hurley to Chief Financial Officer, effective immediately. Hurley, a 17-year veteran of the airline, has served as acting CFO since June 2021.

As CFO, Hurley will be responsible for JetBlue’s overall financial strategy including accounting, audit, aircraft and engine transactions, cash management, corporate finance, fuel, and tax. She will also oversee the company’s real estate and strategic sourcing units and will continue reporting to Robin Hayes, JetBlue’s chief executive.

“Ursula has done an incredible job leading us through the pandemic,” said Hayes. “With a steady hand, she’s raised capital to allow us to weather the challenges and proven to be focused on helping us manage our cost structure. As we emerge from the pandemic, her continued leadership in managing costs will be fundamental to her role.”

“I’m so excited to continue to work closely with both the senior leadership team and our incredible finance team to support JetBlue’s recovery,” said Hurley. “Together we’re committed to rebuilding margins, maintaining our focus on costs, and repairing our balance sheet to help us continue to thrive.”

Prior to being appointed acting CFO, Ursula was head of treasury and investor relations for JetBlue, managing the company’s $13 billion balance sheet, comprising corporate and aircraft finance; cash management and investments; fleet management; fuel purchasing and hedging; fleet strategy and programs, strategic sourcing and managing JetBlue’s relationships with the investor community.

Throughout her almost 17-year career in the airline industry, she has also held various roles in financial reporting; financial planning and analysis; and investor relations.

Hurley is president of the JetBlue Foundation whose mission is to promote diversity in STEM education and create career paths for the next generation in aviation. She also sits on the Fairfield University Dolan School of Business Advisory Board. Hurley holds a bachelor’s degree in business management from Fairfield University and an MBA from Columbia University.

Hayes to remain in position into September 2023

In addition, JetBlue announced that Chief Executive Officer Robin Hayes has agreed to extend the term of his employment contract to September 1, 2023.

“Robin has successfully led JetBlue through the most challenging period in aviation history,” said Peter Boneparth, chair of JetBlue’s board of directors. “We are pleased he has chosen to extend his contract and help JetBlue continue to execute on its long-term strategy delivering benefits to customers, crewmembers and shareholders.”

About JetBlue Airways

JetBlue is New York's Hometown Airline®, and a leading carrier in Boston, Fort Lauderdale-Hollywood, Los Angeles, Orlando and San Juan. JetBlue carries customers across the U.S., Caribbean and Latin America, and between New York and London. For more information, visit jetblue.com.

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