JBLU » Topics » Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

This excerpt taken from the JBLU 8-K filed Apr 9, 2008.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) On April 8, 2008, Angela Gittens, a director of JetBlue Airways Corporation (the “Company”) since September 2005, notified the Corporate Governance and Nominating Committee of the Board of Directors of the Company that, due to new professional obligations, she would be resigning from the Board of Directors immediately following the Company’s annual meeting of stockholders to be held on May 15, 2008 (the “Annual Meeting”).

On April 8, 2008, David Neeleman, Chairman of the Board of Directors of the Company and former Chief Executive Officer and founder of the Company, notified the Corporate Governance and Nominating Committee that he would not be standing for re-election at the Annual Meeting in order to enable him to devote his full time and attention to his new, as yet unnamed, Brazilian domestic airline.

The Company thanks Ms. Gittens and Mr. Neeleman for their exemplary service to the Board and to the Company.

 

 



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)

 

By: 


/s/ EDWARD BARNES

 

 

 

Executive Vice President and Chief Financial Officer (principal financial officer)

Date: April 9, 2008

 

 


This excerpt taken from the JBLU 8-K filed Mar 18, 2008.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(e) On March 14, 2008, the Company and Mr. John Harvey, our former Chief Financial Officer, entered into a resignation and general release agreement under which the Company agreed to pay to Mr. Harvey a separation payment of $550,000, less applicable federal, state and local withholdings, plus a 2007 bonus payment of $75,000, in exchange for a general release and other customary provisions, including non-disparagement and non-solicitation agreements. In addition, Mr. Harvey and his immediate family are eligible for positive space flight benefits for the life of the executive, pursuant to and in accordance with Company policies.

This excerpt taken from the JBLU 8-K filed Feb 15, 2008.

Item 5.02  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(e)  On February 11, 2008, the Company entered into an employment agreement with Mr. David Barger, our Chief Executive Officer Mr. Bargers agreement has a three year term and provides for an annual salary, effective January 1, 2008, of $500,000. The agreement provides that Mr. Barger shall be eligible to receive an annual incentive bonus at a target of 50% and a maximum of 100% of his base salary; a restricted stock unit award targeted at $250,000, with a minimum award of $0 and a maximum award of $500,000, depending on his performance against targets as set and reviewed by the Compensation Committee; as well as participation in the Companys benefit plans available to its executive officers. The agreement may be terminated for Cause, as defined, or if he were to resign from his employment thereunder, in which instance he would only be entitled to payment of unpaid salary through and including the date of termination or resignation and any other amounts or benefits required to be paid or provided by law or under any plan, program, policy or practice of the Company. Termination for "Cause" means termination of employment because of a material breach by the employee of his obligations under the Agreement, including willful and continued failure or refusal to satisfactorily perform the duties reasonably required of him as an employee of the Company; conviction of, or plea of nolo contendere to, (i) any felony or (ii) a crime involving dishonesty or moral turpitude or which could reflect negatively upon the Company; engaging in any misconduct, negligence, act of dishonesty, violence, threat of violence or any activity that could result in any violation of federal securities laws; his refusal to follow the directions of the Board; or other willful misconduct by the employee which is materially injurious to the financial condition or business reputation of the Company or any of its subsidiaries or affiliates. If he were terminated without Cause, he would be eligible to continue to receive his base salary for a period ending one year after the termination of his employment, a pro rata portion of his bonus and accrued benefits. This agreement supersedes his existing employment agreement, as amended, with the Company.

This excerpt taken from the JBLU 8-K filed Feb 12, 2008.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(c) On February 7, 2008, the Board appointed Edward Barnes as the Company’s Chief Financial Officer and Executive Vice President, effective immediately. Mr. Barnes had been serving as interim Chief Financial Officer since November 2007. Mr. Barnes will continue to serve as the Company’s principal accounting officer.

Mr. Barnes, age 43, joined the Company in October 2006 as Vice President, Cost Management and Financial Analysis. He previously served as Vice President-Controller of JDA Software from April 2005 through September 2006; Senior Vice President-Chief Financial Officer at Assisted Living Concepts from December 2003 to March 2005; and Vice President-Controller at Pegasus Solutions from June 2000 to December 2003. Previously, he held financial positions of increasing responsibility at Southwest Airlines Co. and America West Airlines, Inc., with his final position at America West Airlines, Inc. as Vice President-Controller of The Leisure Company, their vacation packaging subsidiary. He is a certified public accountant and a member of the AICPA. There are no arrangements or understandings between Mr. Barnes and any other person pursuant to which he was selected as an officer. Mr. Barnes does not have any familial 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. Barnes has an interest requiring disclosure under Item 404(a) of Regulation S-K. As the Company’s Chief Financial Officer, Mr. Barnes will receive an increase in his base salary to the Executive Vice President salary level and a grant of restricted stock units at the Company’s next scheduled grant date equivalent to $125,000. He will also be eligible for a bonus ranging from 50% to 100% of his annual salary, depending on achievement of certain performance targets.

 

 



(d) On February 7, 2008, the Board increased the number of members on the Board to twelve and appointed Christoph Franz to fill the newly created vacancy. Mr. Franz was appointed to the Board in connection with the previously disclosed Stock Purchase Agreement, dated as of December 13, 2007, between Deutsche Lufthansa AG and the Company. Deutsche Lufthansa AG nominated Mr. Franz for the appointment. Mr. Franz, age 47, is Swiss International Air Line’s Chief Executive Officer and has served in that capacity since 2004. Prior to that, Mr. Franz spent nine years in top management positions with Deutsche Bahn AG (DB), the German national railway, ending as a member of executive management in charge of Passenger Sales. He holds a doctorate in Business Administration at the Technische Universität Darmstadt.

The Board expects to appoint Mr. Franz to a committee at the conclusion of the Company’s annual meeting of stockholders in May 2008. There are no transactions in which Mr. Franz has an interest requiring disclosure under Item 404(a) of Regulation S-K. Mr. Franz will be compensated in accordance with the Company’s publicly disclosed director compensation policies.

This excerpt taken from the JBLU 8-K filed Sep 12, 2007.

Item 5.02.        Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.



(c)

On September 12, 2007, the Board of Directors of JetBlue Airways Corporation (the “Company”) appointed Russell G. Chew, age 54, as President.  Mr. Chew joined the Company in March 2007 as Chief Operating Officer and he will continue to serve in that capacity.  Mr. Chew served as Chief Operating Officer of the Federal Aviation Administration from 2003 until February 2007.  Before joining the FAA, Mr. Chew was employed by American Airlines, Inc. from 1985 through 2003, most recently as Managing Director of Systems Operations Control.  Mr. Chew 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 Mr. Chew has an interest requiring disclosure under Item 404(a) of Regulation S-K.  


David Barger, the Company’s President since 1998 and Chief Executive Officer since May 2007, will continue to serve as Chief Executive Officer.  



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