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Share-Based Compensation | 12 Months Ended
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Dec. 31, 2023
Share-Based Payment Arrangement [Abstract] |
Share-Based Compensation | Share-Based Compensation We have various equity incentive plans under which we have granted stock awards to our eligible crewmembers and members of our Board of Directors (“Board”). These include the JetBlue Airways Corporation 2011 Incentive Compensation Plan, (“2011 Plan”), and the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan, (“2020 Plan”). The 2011 Plan w as replaced by the 2020 Plan in May 2020 and has an immaterial amount of vested deferred stock units outstanding as of December 31, 2023. Unrecognized stock-based compensation expense was approximately $43 million as of December 31, 2023. This amount relates to a total of 7.8 million in unvested restricted stock units (“RSUs”), performance stock units (“PSUs”), and deferred stock units (“DSUs”) that were outstanding under our 2020 Plan. We expect to recognize this stock-based compensation expense over a weighted average period of approximately 23 months. The total stock-based compensation expense, which is included within salaries, wages and benefits on our consolidated statements of operations, for the years ended December 31, 2023, 2022, and 2021 was $39 million, $30 million, and $28 million, respectively. 2011 Incentive Compensation Plan On May 26, 2011, our stockholders approved the JetBlue Airways Corporation 2011 Incentive Compensation Plan. Upon inception, the 2011 Plan had 15 million shares of our common stock reserved for issuance and in 2015 our stockholders approved amendments to issue an additional 7.5 million shares. Under this plan, we granted RSUs to certain crewmembers, DSUs to members of our Board, and PSUs to certain members of our executive leadership team. As of December 31, 2023 all shares related to RSU, PSU, and DSU activity under the 2011 Plan are fully vested. 2020 Omnibus Equity Incentive Plan On May 14, 2020, our stockholders approved the JetBlue Airways Corporation 2020 Omnibus Equity Incentive Plan. Upon inception, the 2020 Plan had 10.5 million shares of our common stock reserved for issuance. The 2020 Plan, by its terms, will terminate no later than May 2030. Under the 2020 plan, we grant RSUs to certain crewmembers and members of our Board. The vesting periods for the RSUs vary by grant but are no less than one year. We also grant DSUs to members of our Board and PSUs to certain members of our executive leadership team under the 2020 Plan. The following is a summary of RSU activity under the 2020 Plan for the year ended December 31, 2023 (in millions except per share data):
|  | Shares |  | Weighted Average Grant Date Fair Value
Nonvested at beginning of year |  | 3 |  |  | $ | 13.97 |
Granted |  | 5 |  |  | 7.48 |
Vested |  | (2) |  |  | 14.56 |
Forfeited |  | — |  |  | 10.81 |
Nonvested at end of year |  | 6 |  |  | $ | 8.90 |
The total intrinsic value, determined as of the date of vesting, for all RSUs under the 2020 Plan that vested during the year ended December 31, 2023 was $8 million. We have granted a nominal amount of DSUs under the 2020 Plan since its adoption in May 2020. Similar to the 2011 Plan, the vesting period for DSUs under the 2020 Plan is either one or three years of service. Once vested, shares are issued six months and one day following a Director’s departure from the Board. In 2021, we granted a nominal amount of PSUs to members of our executive leadership team, payment of which are based upon achievements of certain performance criteria. No PSUs were granted in 2022 and 1.8 million were granted in 2023. Crewmember Stock Purchase Plans Additionally, we have a Crewmember Stock Purchase Plan (“CSPP”) that is available to all eligible crewmembers. In May 2011, our stockholders approved the 2011 Crewmember Stock Purchase Plan (“2011 CSPP”). At inception, the 2011 CSPP had 8 million shares of our common stock reserved for issuance and in 2015 our stockholders approved amendments to increase this amount by 15 million shares. In May 2020, our stockholders approved the JetBlue Airways Corporation 2020 Crewmember Stock Purchase Plan ("2020 CSPP") to replace the 2011 CSPP which was set to expire in April 2021. At inception, the 2020 CSPP had 17.5 million shares of our common stock reserved for issuance. On May 16, 2023, our stockholders approved an additional 10.0 million shares of common stock, bringing the total authorized shares of common stock reserved for issuance over the term of the 2020 CSPP to 27.5 million shares. The 2020 CSPP, by its terms, will terminate no later than May 2030. The other terms of the 2020 CSPP are substantially identical to those of the 2011 CSPP. Our CSPPs have a series of six-month offering periods, with a new offering period beginning on the first business day of May and November each year. Crewmembers can enroll in the CSPP nearly year-round, with the exception of specific blackout dates. Crewmembers may contribute up to 10% of their pay towards the purchase of common stock via payroll deductions. Purchase dates occur on the last business day of April and October each year. The purchase price is the closing stock price on the day before the purchase date, less a 15% discount. The compensation cost relating to the discount is recognized over the offering period. The total expense recognized relating to our CSPPs for the years ended December 31, 2023, 2022, and 2021 was approximately $9 million in each year. Under the plans, crewmembers purchased 11.2 million, 6.4 million, and 3.4 million new shares for the years ended December 31, 2023, 2022, and 2021, respectively, at weighted average prices of $4.67, $8.07, and $13.93 per share, respectively. Under the CSPP, should we be acquired by merger or sale of substantially all of our assets, or by sale of more than 50% of our outstanding voting securities, all outstanding purchase rights will automatically be exercised immediately prior to the effective date of the acquisition at a price equal to 85% of the fair market value per share immediately prior to the acquisition. Taxation The Compensation-Stock Compensation topic of the Codification requires deferred taxes be recognized on temporary differences that arise with respect to stock-based compensation attributable to nonqualified stock options and awards. However, no tax benefit is recognized for stock-based compensation attributable to incentive stock options (“ISO”), or CSPP shares until there is a disqualifying disposition, if any, for income tax purposes. A portion of our historical stock-based compensation was attributable to CSPP shares; therefore, our effective tax rate was subject to fluctuation.

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